Common use of Absence of Certain Changes, Events and Conditions Clause in Contracts

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth in Section 3.08 of the Disclosure Schedules or pursuant to the Holdings Restructure, there has not been, with respect to any Holdings Entity, any: (a) effect, event, development, occurrence, fact, condition or change that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents or any organizational documents of any Acquired Company; (c) split, combination or reclassification of any shares of capital stock or other equity capital; (d) issuance, sale or other disposition of any of its capital stock or other equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any capital stock or other equity capital or redemption, purchase or acquisition of capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice); (f) material change in any method of accounting or accounting practice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in cash management practices and policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice); (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) other than in connection with the Holdings Restructure, Tax election made, modified or revoked except as required by applicable Law, adoption or change in any Tax accounting method except as required by applicable Law, amendment to any material Tax Return, consent to any extension (other than in connection with the filing of a Tax Return in the ordinary course) or waiver of the limitation period applicable to any Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered into; or (aa) any Contract to do any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except Except as set forth in Section 3.08 5.8 of the Disclosure Schedules or pursuant to Schedule, since the Holdings RestructureYear-End Balance Sheet Date, there has not been, been with respect to any Holdings Entity, Group Company any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Governing Documents or any organizational documents of any Acquired Group Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of any Group Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in any Group Company’s cash management practices and or policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into or modification or amendment of any Material Contract; (i) termination of a Contract that that, if in existence on the date hereof, would constitute have been a Material Contract; (ij) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business consistent with past practiceBusiness; (jk) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Year-End Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (kl) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity Group Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any Group Company’s properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or except to (as the case may be) the position of an officer or hiring or promoting any employee below officer except fill a vacancy in the Ordinary Course of Business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former Members, directors, officers and employees; (v) entry into the settlement or compromise of any Action or any default or consent to entry of any judgment or admission of any liability with respect thereto; (w) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wx) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xy) promotional, sales, discount or other activity outside of the Ordinary Course of Business that has had, or would reasonably be expected to have, the effect of accelerating sales prior to the Closing that would otherwise be expected to occur subsequent to the Closing; (z) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of Ten Thousand Dollars ($100,00010,000.00), individually (in the case of a lease, per annum) or Ten Thousand Dollars ($250,000 10,000.00) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice; (yaa) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zbb) other than in connection with the Holdings Restructureaction by any Group Company to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Parent in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aacc) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth on Section 3.8 of the Disclosure Schedules, since the Interim Balance Sheet Date, except as set forth and other than in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant to the Holdings Restructurebusiness consistent with past practice, there has not been, with respect to any Holdings EntityCompany, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) an amendment of the Company Charter Documents or any the by-laws or other organizational documents of any Acquired Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the material assets shown or reflected in the Balance Sheet or cancellation of any material debts or entitlements (entitlements, other than in each case in the Ordinary Course ordinary course of Business business consistent with past practice); (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreementsother than, in each case, in connection with a sale of Products in the ordinary course of business consistent with past practice; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity Company is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any material Encumbrance upon any of Company properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee with an annual salary in excess of $100,000, or any termination of any employees for which the aggregate costs and expenses exceed of such termination exceeded $100,00025,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (tr) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) material Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (us) any loan to (or forgiveness of any loan to), or entry into any other transaction with, ) any of its equity holders or current or former stockholders, directors, officers and employees, other than the advancement of expenses in the ordinary course of business consistent with past practice; (vt) entry into a new line of business or abandonment or discontinuance of existing lines of business; ; (wu) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) other than in connection with the Holdings Restructure, Tax election made, modified or revoked except as required by applicable Law, adoption or change in any Tax accounting method except as required by applicable Law, amendment to any material Tax Return, consent to any extension (other than in connection with the filing of a Tax Return in the ordinary course) or waiver of the limitation period applicable to any Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered into; or (aa) any Contract to do any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except Except as set forth in Section 3.08 6.06 of the TMG Disclosure Schedules or pursuant to Schedules, since the Holdings RestructureTMG Interim Balance Sheet Date, respectively, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any Holdings EntityTMG, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a TMG Material Adverse Effect; (b) amendment of the Company Charter Organizational Documents or any organizational documents of any Acquired CompanyTMG; (c) split, combination or reclassification of any shares of capital stock or other equity capitalTMG Stock; (d) issuance, sale or other disposition of, or creation of any Encumbrance on, any TMG Stock, or grant of its capital stock any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any TMG Stock; (e) declaration or payment of any dividends or distributions on or in respect of any capital stock or other equity capital TMG Stock, or redemption, purchase or acquisition of capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)any outstanding TMG Stock; (f) material change in any method of accounting or accounting practicepractice of TMG, except as required by GAAP or as disclosed in the notes to the TMG Financial Statements; (g) material change in TMG's cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a TMG Material Contract, other than with any other member of TMG Group; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the TMG Interim Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company TMG Group Intellectual Property or Company TMG Group IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company TMG Group IP Registration, Registration or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company TMG Group Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any TMG Material Contract) to which any Holdings Entity TMG is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any properties, capital stock of TMG's properties or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directorsmanagers, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,00030,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, directormanager, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer officer, except to fill a vacancy in the Ordinary Course ordinary course of Businessbusiness; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, directormanager, independent contractor or consultant, except in the Ordinary Course of Business, (ii) TMG Group Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders members or current or former directorsmanagers, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00010,000, individually (in the case of a lease, per annum) or $250,000 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets assets, stock or stock other equity of, or by any other manner, any business or any Person or any division thereof; (z) other than in connection with the Holdings Restructureaction by TMG to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of TMG in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Buyer Balance Sheet Date, except as set forth and other than in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant business consistent with past practice, to the Holdings RestructureBuyer’s knowledge, there has not been, with respect to any Holdings EntityBuyer or its Subsidiaries, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents or any organizational documents of any Acquired CompanyOrganizational Documents; (c) split, combination or reclassification of any shares of capital stock or other equity capitalstock; (d) issuance, sale or other disposition of, or creation of any Encumbrance on, any shares of its Buyer’s capital stock held by Buyer or its Affiliates, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any such shares, except pursuant to this Agreement; (e) declaration or payment of any dividends or distributions on or in respect of any shares of Buyer’s or its Subsidiaries’ capital stock or other equity capital stock, or redemption, purchase or acquisition of any outstanding capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of Buyer or its Subsidiaries, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in Buyer’s or its Subsidiaries’ cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice;. (ji) transfer, assignment, sale or other disposition of any of the assets shown on the Buyer Financial Statements or reflected in the Interim Buyer Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)Sheet; (kj) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Buyer Intellectual Property or Company Buyer IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mk) material damage, destruction or loss (whether or not covered by insurance) to its property; (nl) any capital investment in, or any loan to, any other Person; (om) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which Buyer or any Holdings Entity is of its Subsidiaries are a party or by which it is or they are bound; (p) any material capital expenditures; (qn) imposition of any Encumbrance upon any properties, capital stock material portion of its property or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (uo) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders shareholders or current or former directors, officers and employees; (vp) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wq) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice; (yr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets assets, stock or stock other equity of, or by any other manner, any business or any Person or any division thereof; (zs) other than in connection with the Holdings Restructureaction by Buyer or any of its Subsidiaries to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Seller in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aat) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth and other than or in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant to the Holdings Restructurebusiness consistent with past practice, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents or any organizational documents of any Acquired CompanyDocuments; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock (other than in connection with the exercise of Options outstanding on the date of this Agreement as required by the terms of such Options), or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of the Company for tax or book purposes, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company's cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (po) any material capital expendituresexpenditures in excess of $50,000 in the aggregate; (qp) imposition of any material Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (rq) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or agreements, required by applicable LawLaw or consistent with past practice, (ii) change any material increase in the terms of employment for any employee or any termination base salary of any employees for which officer or employee of the aggregate costs and expenses exceed $100,000, Company; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than consultant except as provided for in any written agreements provided to Parent prior to the date hereofmay be required by Section 2.09; (sr) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in without the Ordinary Course express consent of BusinessParent; (ts) adoption, modification or termination termination, of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Businessother than termination for cause, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ut) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders Stockholders or current or former directors, officers and employees; (vu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (v) make or agree to any material change in the commercial terms (i.e. pricing, rebates, payment terms, etc.) with any customer; (w) other than this Agreementexcept for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00025,000, individually (in the case of a lease, per annum) or $250,000 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) other than in connection with action by the Holdings RestructureCompany to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than transaction that would have the effect of increasing the Tax Liability of Parent or the Surviving Corporation in connection with the filing respect of a any Post-Closing Tax Return in the ordinary course) or waiver of the limitation period applicable to any Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered intoPeriod; or or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except Except as set forth in on Section 3.08 3.07 of the Disclosure Schedules or pursuant to Schedules, since the Holdings Restructure, Most Recent Balance Sheet Date there has not been, with respect to the Company or any Holdings Entityof its Subsidiaries, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents of the Company Charter Documents or any organizational documents of any Acquired Companyits Subsidiaries; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (other than in the ordinary course of business consistent with past practice); (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material ContractContract (other than in the ordinary course of business); (i) incurrence, assumption or guarantee of any indebtedness for borrowed money Indebtedness (other than Permitted Indebtedness) except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business consistent with past practiceLiabilities; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Most Recent Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course ordinary course of Business consistent with past practicebusiness); (k) transfer or transfer, assignment of or grant of any license or sublicense of any rights under or with respect to any Company Intellectual Property or Company IP Agreements(other than in the ordinary course of business); (l) abandonment or lapse amount of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to any of its assets or property; (m) loan (or forgiveness of any loan), advance or capital contribution made by the Company or any of its Subsidiaries to, or investment in, any Person; (n) termination, modification or amendment of any capital investment in, or any loan to, any other PersonMaterial Contract; (o) acceleration, termination, material modification to or cancellation capital expenditures in excess of any material Contract Five Thousand U.S. Dollars (including, but not limited to, any Material Contract$5,000) to which any Holdings Entity is a party or by which it is boundin the aggregate; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of its properties, capital stock or assets, tangible or intangibleintangible (other than Permitted Encumbrances); (q) change in any compensation or benefits arrangement or agreement with any of its employees, officers, directors or any stakeholder; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (us) any loan to (or forgiveness of any loan to), or entry into any other transaction with, with any of its equity holders or current or former stakeholders, directors, officers and employeesemployees (other than in the ordinary course of business); (vt) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wu) other than this Agreementexcept for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)assets, except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zx) other than in connection with the Holdings Restructure, Tax election made, modified or revoked except as required by applicable Law, adoption or change in any Tax accounting tax election or method except as required by applicable Lawof tax accounting, amendment to filing of any material amended Tax Return, consent to any waiver or extension of any applicable statute of limitations with respect to Taxes (except to the extent adequate accruals for such Taxes are reflected in the Financial Statements), or enter into any settlement or final determination of any Tax audit, claim, investigation, litigation or other than proceeding or assessment in connection with excess of the filing accruals for such Taxes reflected in the Financial Statements; (y) cancellation or forfeiture of a Tax Return any of its debts or claims or any waiver of any of its rights; (z) acceleration or delay in the collection of its notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary coursecourse of business consistent with past practice; (aa) delay or waiver acceleration in the payment of any of its accounts payable or other Liability beyond or in advance of its due date or the limitation period applicable date when such account payable or other Liability would have been paid in the ordinary course of business consistent with past practice; (bb) payment of a Liability more than ninety (90) days in advance of when due; (cc) labor dispute or any activity or proceeding by a Union or representative thereof to organize any Tax claim or assessment, surrender any right to a refund of Taxesits employees, or any closing agreement entered into; lockouts, strikes, work stoppages or any threats thereof or any slowdowns or threats thereof by or with respect to such employees; (aadd) any Contract with any of its Affiliates; or (ee) agreement to do take any of the foregoingactions specified in this Section 3.07.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except and other than in the ordinary course of business consistent with past practice or as set forth in on Section 3.08 4.07 of the Company’s Disclosure Schedules or pursuant to the Holdings RestructureSchedules, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in cash management practices and policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation cancellation, discharge or payment of any debts debts, liens or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (ki) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nj) any capital investment in, or any loan to, any other Person; (ok) acceleration, termination, material modification or amendment to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (pl) any material capital expenditures; (qm) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (tn) adoption, modification or termination of any: (i) material employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (uo) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former stockholders, directors, officers and employees; (vp) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wq) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice; (yr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof;; or (z) other than in connection with the Holdings Restructure, Tax election made, modified or revoked except as required by applicable Law, adoption or change in any Tax accounting method except as required by applicable Law, amendment to any material Tax Return, consent to any extension (other than in connection with the filing of a Tax Return in the ordinary course) or waiver of the limitation period applicable to any Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered into; or (aas) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth and other than in Section 3.08 the ordinary course of the Disclosure Schedules business consistent with past practice or pursuant to this Agreement or the Holdings RestructureAncillary Documents, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Organizational Documents or any organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of capital stock the Membership Interests or other equity capitalEquity Interests; (d) issuance, sale or other disposition of any of its capital stock Membership Interests or Equity Interests, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its Membership Interests or Equity Interests; (e) declaration or payment of any dividends or other Cash distributions (except for customary Tax distributions) on or in respect of any capital stock of its Membership Interests, or other equity capital Equity Interests, or redemption, purchase or acquisition of capital stock its Membership Interests or Equity Interests; (f) declaration, payment of or any other equity capital distributions of Cash to any Seller Party (other than in respect of its Membership Interests), Related Party or any Affiliates of any of the Ordinary Course foregoing other than ordinary course payments to any of Business consistent with past practice)the foregoing in their capacities as employees, consultants, or independent contractors of the Company for any wages, salaries, commissions, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants or independent contractors; (fg) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gh) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (hi) entry into any Contract that would constitute a Material ContractContract except for as set forth in Section 3.08(i) of the Disclosure Schedules; (ij) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (jk) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (kl) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Owned Intellectual Property Property, or Company IP Agreementsmaterial Mind Tank Owned Intellectual Property, other than non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (lm) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration or material Mind Tank IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Owned Intellectual Property or material Mind Tank Owned Intellectual Property; (mn) material damage, destruction or loss (whether or not covered by insurance) to its property; (no) any capital investment in, or any loan to, any other Person; (op) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (pq) any material capital expendituresexpenditures other than the capital expenditures provided in the Balance Sheet; (qr) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (rs) other than except as set forth in Section 3.08(s) of the Ordinary Course of Business consistent with past practiceDisclosure Schedules, (i) the grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees employee for which the aggregate costs and expenses exceed $100,00025,000 per year per individual or $50,000 per year in the aggregate, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (t) hiring any new employees with an annual base salary or annualized hourly rate not to exceed $50,000, or promoting any person except to fill a vacancy in the ordinary course of business, terminating any employee entitled by agreement, policy, or practice to any severance payments or benefits, terminating any executive officer, manager, or key employee other than for cause, or conducting any group termination, reduction in force, plant closing, or mass layoff of the Company’s employees; (u) entry into any consulting or independent contractor agreement with, or retention of the services of, any individual consultant or independent contractor, whether doing business as an entity or not; (v) entry into any staffing agreement with, or retention of the service of, any staffing firm or professional employer organization; (w) except as set forth in Section 3.08(w) of the Disclosure Schedules, the adoption, modification or termination of any: (i) employmentemployment agreement or other Contract with any current, former, or prospective employee, consultant, or independent contractor of the Company that either (x) is not terminable at will by the Company or such Subsidiary without notice or penalty, other than in connection with hiring or promotions permitted hereunder, or (y) grants any compensation or benefits (other than ordinary course of business salary increases or annual bonus payments) or accelerates any vesting period as a result of the transactions contemplated by this Agreement or any other change in control of the Company or any Subsidiary, either alone or in conjunction with any other event, (ii) severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (iiiii) Benefit Plan or (iiiiv) collective bargaining or other agreement with a Union, in each case whether written or oral; (ux) settlement or compromise, or agreement to settle or compromise, any Action brought by or on behalf of any current or former employee, consultant, or independent contractor or any Governmental Authority with regard to any claimed violation of any Laws related to the Company’s current or former employees, consultants, or independent contractors; (y) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders stockholders or current or former directors, officers and employees; (vz) entry into a new line of business or abandonment or discontinuance of existing lines of business; (waa) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xbb) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00025,000, individually (in the case of a lease, per annum) or $250,000 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (ycc) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zdd) other than in connection with action by the Holdings RestructureCompany to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in any Tax accounting method except as required by applicable Law, amendment to rescind any material Tax election, amend any Tax Return, consent to take any extension (other than in connection with the filing of a Tax Return in the ordinary course) or waiver of the limitation period applicable to position on any Tax claim or assessment, surrender any right to a refund of TaxesReturn, or take any closing agreement entered intoaction, omit to take any action or enter into any transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of Buyer in respect of any taxable period (or portion thereof) beginning after the Closing Date; or nor (aaee) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except Except as set forth in Section 3.08 5.8 of the Disclosure Schedules or pursuant to Schedule, since the Holdings RestructureYear-End Balance Sheet Date, there has not been, been with respect to any Holdings Entity, Group Company any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Governing Documents or any organizational documents of any Acquired Group Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of any Group Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in any Group Company’s cash management practices and or policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into or modification or amendment of any Material Contract; (i) termination of a Contract that that, if in existence on the date hereof, would constitute have been a Material Contract; (ij) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business consistent with past practiceBusiness; (jk) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Year-End Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (kl) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity Group Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any Group Company’s properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or except to (as the case may be) the position of an officer or hiring or promoting any employee below officer except fill a vacancy in the Ordinary Course of Business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former stockholders, directors, officers and employees; (v) entry into the settlement or compromise of any Action or any default or consent to entry of any judgment or admission of any liability with respect thereto; (w) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wx) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xy) promotional, sales, discount or other activity outside of the Ordinary Course of Business that has had, or would reasonably be expected to have, the effect of accelerating sales prior to the Closing that would otherwise be expected to occur subsequent to the Closing; (z) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, 25,000 individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice; (yaa) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zbb) other than in connection with the Holdings Restructureaction by any Group Company to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Acquiror in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aacc) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since December 31, 2022, (i) the Balance Sheet DateSeller has operated the Business only in the ordinary course of business and has made expenditures (including capital expenditures) consistent with past practices, and (ii) except as set forth in on Section 3.08 of the Disclosure Schedules or pursuant to the Holdings RestructureSchedules, there has not been, with respect to any Holdings Entitythe Business or the Company (and not the Seller’s operations other than the Business), any: (a) effect, event, developmentoccurrence or development that, occurrenceto Seller’s Knowledge, fact, condition or change that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, bylaws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of the Company or in the fiscal year of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s (or the Business’) cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer to Seller’s Knowledge, transfer, waiver, failure or omission to exercise a right or option, sale, assignment of or grant of any license or sublicense sublicense, any of the foregoing under or with respect to any Company Intellectual Property or Company IP AgreementsAgreements except the granting of any express license accompanying the sale or lease of any Company products or services in the ordinary course of the Company’s business; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its physical, non-intellectual property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Seller (solely with respect to the Business), or the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Company physical properties, capital stock or tangible assets, tangible or, to Seller’s Knowledge, the imposition of a claim based on, or intangiblerelated to Intellectual Property owned or alleged to be owned by a third party; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,00050,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course ordinary course of Businessbusiness; (t) adoption, modification modification, termination, acceleration of vesting or termination benefit, or action to fund or otherwise secure the payment, under or of any: (i) employment, severance, retention retention, bonus, or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan employee benefit plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation liquidation, recapitalization, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00010,000, individually (in the case of a lease, per annum) or $250,000 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) other than in connection with (i) action by the Holdings RestructureCompany to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent to sign or enter into any extension (other than in connection with the filing of a Tax Return in the ordinary course) closing agreement or waiver of the limitation period applicable to settlement, settle or compromise any Tax claim or assessmentassessment of Tax liability, surrender any right to claim a refund of Taxesrefund, offset or other reduction in liability, or consent to any closing agreement entered into; extension or waiver of the limitations period applicable to any claim or assessment, or (ii) action, omission to take any action or entry into any other transaction where such action, omission or entry would have the effect of increasing the Tax liability or reducing any Tax asset of the Company in respect of any Post-Closing Tax Period; (aa) entering into any Contract that purports to limit, curtail or restrict the kinds of businesses in which it or its existing or future Affiliates may conduct their respective businesses; (bb) settlement or compromise of any pending or threatened material legal proceeding; or (cc) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Other than in connection with the Balance Sheet DateAsset Sale Election, the elections made under Section 338(g) of the Code (together with any corresponding or similar elections made under state, local, and/or foreign law) pursuant to Section 6.04(a), or in the ordinary course of business consistent with past practice or except as set forth in Section 3.08 of the Disclosure Schedules or pursuant to Schedules, since the Holdings Restructure, Balance Sheet Date there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares Units (or in the case of the Subsidiaries, their capital stock stock, units or other equity capitalownership interests); (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any the units (or in the case of the Subsidiaries their capital stock stock, units or other equity capital or redemption, purchase or acquisition of capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practiceownership interests); (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (ml) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of the Company properties, capital stock units or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, consultants or independent contractors or consultantscontractors, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officermember, directormanager, consultant or independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereofcontractor; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (tr) adoption, modification or termination of any: (i) Company policies concerning employment, severance, severance or retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Businessemployees, (ii) Contracts or other agreements concerning the officers of the Company with respect to such officers’ employment with the Company, (iii) Company Benefit Plan or (iiiiv) collective bargaining or other agreement agreements with a UnionUnion other than as provided for in any written agreements or required by applicable Law, in each case whether written or oral, the effect of which would have a material effect on the Company’s business; (us) any loan to (or forgiveness of any loan to), or entry into any other transaction with, ) any of its equity holders or current or former stockholders, directors, officers and employees; (vt) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wu) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xv) except as set forth in Section 3.08(v) of the Disclosure Schedules, purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000100,000.00, individually (in the case of a lease, per annum) or $250,000 500,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zx) action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other than in connection with transaction that would have the Holdings Restructure, Tax election made, modified or revoked except as required by applicable Law, adoption or change effect of causing a Material Change in any Tax accounting method except as required by applicable Law, amendment to liability or Tax asset of Buyer in respect of any material Post-Closing Tax Return, consent to any extension Period; or (other than in connection with the filing of a Tax Return in the ordinary course) or waiver of the limitation period applicable to any Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered into; or (aay) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth and other than in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant to the Holdings Restructurebusiness consistent with past practice, there has not been, with respect to any Holdings Entitythe Seller, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws or any other organizational documents of any Acquired Companythe Seller; (c) split, combination or reclassification of any shares of capital stock or other equity capital; (d) issuance, sale or other disposition of any of its capital stock or other equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (fd) material change in any method of accounting or accounting practice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (ge) material change in cash its management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (hf) entry into any Contract that would constitute a Material Contract; (ig) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and obligations, Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practicepractice and borrowings constituting part of the Group Agent Account Loans that are being retired as provided herein; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet Assets or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (ki) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mj) material damage, destruction or loss (whether or not covered by insurance) to its property; (nk) any capital investment in, or any loan to, any other Person, other than loans from time to time from Seller to Mangrove funded by borrowings made by Seller from the Group Agent Account being retired hereby; (ol) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Seller is a party or by which it is bound; (pm) any material capital expenditures; (qn) imposition of any Encumbrance upon any of the Seller’s properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (uo) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders stockholders or current or former directors, officers and employees, other than as described in subsection (k) above; (vp) entry into a new line of business or abandonment or discontinuance of existing lines of businessBusiness; (wq) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xr) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00025,000, individually (in the case of a lease, per annum) or $250,000 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (ys) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof;; or (z) other than in connection with the Holdings Restructure, Tax election made, modified or revoked except as required by applicable Law, adoption or change in any Tax accounting method except as required by applicable Law, amendment to any material Tax Return, consent to any extension (other than in connection with the filing of a Tax Return in the ordinary course) or waiver of the limitation period applicable to any Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered into; or (aat) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Schedule 3.8, since the Balance Sheet Date, except as set forth and other than in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant to the Holdings Restructurebusiness consistent with past practice, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of any of the Company Charter Documents or any organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its shares of capital stock or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of its shares of capital stock or other equity capital or redemption, purchase or acquisition of its shares of capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its cash management practices and related policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into termination of any Contract with any Customer or receipt of notice from any Customer that would constitute a Material Contractit intends to terminate its Contract or relationship with the Company; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements;. (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,0005,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (tr) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former directors, officers and employees; (vs) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wt) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xu) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00010,000, individually (in the case of a lease, per annum) or $250,000 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for or purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yv) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zw) other than in connection with action by the Holdings RestructureCompany to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Buyer in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aax) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, except as set forth and other than in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant to the Holdings Restructurebusiness consistent with past practice, there has not been, with respect to any Holdings EntityMTE, any: (ai) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (bj) amendment of the Company MTE Charter Documents or any organizational documents of any Acquired CompanyDocuments; (ck) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (dl) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (em) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (fn) material change in any method of accounting or accounting practicepractice of MTE, except as required by GAAP or as disclosed in the notes to the Financial Statements; (go) material change in MTE's cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (hp) entry into any Contract that would constitute a Material Contract; (iq) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (jr) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (ks) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (lt) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Company MTE Intellectual Property; (mu) material damage, destruction or loss (whether or not covered by insurance) to its property; (nv) any capital investment in, or any loan to, any other Person; (ow) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity MTE is a party or by which it is bound; (px) any material capital expenditures; (qy) imposition of any Encumbrance upon any of MTE properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (saa) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Businessperson; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) other than in connection with the Holdings Restructure, Tax election made, modified or revoked except as required by applicable Law, adoption or change in any Tax accounting method except as required by applicable Law, amendment to any material Tax Return, consent to any extension (other than in connection with the filing of a Tax Return in the ordinary course) or waiver of the limitation period applicable to any Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered into; or (aa) any Contract to do any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, except as set forth and other than in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant to the Holdings Restructurebusiness consistent with past practice, there has not been, with respect to any Holdings EntityMTE, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company MTE Charter Documents or any organizational documents of any Acquired CompanyDocuments; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of MTE, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in MTE's cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Company MTE Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity MTE is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of MTE properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Businessperson; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreementexcept for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)assets, except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof;; or (z) other than in connection with the Holdings Restructureaction by MTE to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver reducing any Tax asset of the limitation period applicable to Company in respect of any Post-Closing Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered intoPeriod; or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since March 31, 2012, and other than in the Balance Sheet Date, ordinary course of business consistent with past practice and/or except as set forth disclosed in Section Schedule 3.08 of the Disclosure Schedules or pursuant to the Holdings RestructureSchedules, there has not been, with respect to any Holdings Entitya Target Party, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of Company capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its a Target Party’s capital stock or other equity interest, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any Target Party’s capital stock or other equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any Target Party’s capital stock or other equity capital or redemption, purchase or acquisition of any Target Party’s capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)interests; (f) material change in any method of accounting or accounting practicepractice of any Target Party, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in a Target Party’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nl) any capital investment in, or any loan to, any other Person; (om) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity Target Party is a party or by which it is bound; (pn) any material capital expenditures; (qo) imposition of any Encumbrance upon any Target Party’s properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (ip) grant of any bonuses, whether monetary or otherwise, or increase in any wagesgeneral wage, salary, severance, pension salary or other compensation or benefits increases in respect of its current Employees, officers or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements entered into prior to June 1, 2012, or required by applicable Law, (ii) change in the terms of employment for any employee Employee; (q) entry into or any termination of any employees for which the aggregate costs and expenses exceed $100,000employment agreement or collective bargaining agreement, written or oral, or (iii) action to accelerate modification of the vesting or payment terms of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereofsuch existing agreement; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ur) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former directors, officers and employeesEmployees; (vs) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wt) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xu) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of One Hundred Thousand Dollars ($100,000), individually (in the case of a lease, per annum) or One Million Dollars ($250,000 1,000,000) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yv) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zw) other than in connection with the Holdings Restructureadoption, Tax election madeamendment, modified modification or revoked except as required by applicable Lawtermination of any bonus, adoption or profit sharing, incentive, severance, retention, change in control or other plan, Contract or commitment for the benefit of any of its directors, officers and Employees (or any such action taken with respect to any other Benefit Plan); (x) action by the Company to make, change or rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension action or enter into any other transaction that would have the effect of increasing the Tax Liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; (other than in connection with the filing of y) reduction or write-down by a Tax Return Target Party in the ordinary course) or waiver of reserve estimated for the limitation period applicable to any Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered intoLeases; or or (aaz) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth and other than in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant to the Holdings Restructurebusiness consistent with past practice, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws, or any other organizational documents of any Acquired the Company; (c) split, combination combination, or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale sale, or other disposition of any of its capital stock stock, or grant of any options, warrants, or other equity interestsrights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase purchase, or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in cash management practices and policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption assumption, or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (jh) transfer, assignment, sale sale, or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation cancellation, discharge, or payment of any debts material debts, liens, or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (ki) transfer or assignment of transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nj) any capital investment in, or any loan to, any other Person; (ok) acceleration, termination, material modification to or amendment to, or cancellation of any material Contract contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (pl) any material capital expenditures; (qm) imposition of any Encumbrance upon any of the Company properties, capital stock stock, or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (tn) adoption, modification modification, or termination of any: (i) material employment, severance, retention retention, or other agreement with any current or former employee, officer, director, independent contractor contractor, or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan benefit plan, or (iii) collective bargaining or other agreement with a Unionunion, in each case whether written or oral; (uo) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former stockholders, directors, officers officers, and employees; (vp) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wq) other than this Agreement, adoption of any plan of mergermerger except for the H2 Merger, consolidation, reorganization, liquidation liquidation, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice; (yr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof;; or (z) other than in connection with the Holdings Restructure, Tax election made, modified or revoked except as required by applicable Law, adoption or change in any Tax accounting method except as required by applicable Law, amendment to any material Tax Return, consent to any extension (other than in connection with the filing of a Tax Return in the ordinary course) or waiver of the limitation period applicable to any Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered into; or (aas) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth and other than in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant to the Holdings Restructurebusiness consistent with past practice, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock (other than in connection with the exercise of Options outstanding on the date of this Agreement as required by the terms of such Options), or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual recognition of revenue and accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,00010,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than consultant except as provided for in any written agreements provided to Parent prior to the date hereofmay be required by Section 2.09; (sr) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course ordinary course of Businessbusiness; (ts) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ut) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders stockholders or current or former directors, officers and employees; (vu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wv) other than this Agreementexcept for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00010,000.00, individually (in the case of a lease, per annum) or $250,000 25,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yx) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zy) other than in connection with action by the Holdings RestructureCompany to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Parent in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aaz) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.06 of the Disclosure Schedules, since the Balance Sheet Date, except as set forth and other than in Section 3.08 the ordinary course of business consistent with past practice, with regard to Seller and the Disclosure Schedules or pursuant to the Holdings RestructureAcquired Entities, there has not been, with respect to any Holdings Entity, been any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents or any organizational documents of any Acquired Company; (c) split, combination or reclassification of any shares of capital stock or other equity capital; (d) issuance, sale or other disposition of any of its capital stock or other equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any of Seller’s capital stock or other equity capital membership interests, as applicable, or redemption, purchase or acquisition of Seller’s capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)membership interests, as applicable; (fc) material change in any method of accounting or accounting practicepractice for the Business, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gd) material change in cash management practices and policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accountsAccounts Receivable, accrual of accounts receivable, inventory controlAccounts Receivable, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (he) entry into any Contract that would constitute a Material Contract; (if) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (jg) transfer, assignment, waiver or grant of any right granted under any Material Contract; (h) transfer, assignment, sale or other disposition of any of the assets Purchased Assets shown or reflected in the Balance Sheet or Sheet; (i) cancellation of any debts or entitlements (other than in the Ordinary Course claims or amendment, termination or waiver of Business consistent with past practice)any rights constituting Purchased Assets; (kj) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property Assets or Company IP Intellectual Property Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mk) material damage, destruction or loss (loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (ol) acceleration, termination, material modification to or cancellation of any material Assigned Contract (including, but not limited to, any Material Contract) to which any Holdings Entity is a party or by which it is boundPermit; (pm) any material capital expendituresexpenditures which would constitute an Assumed Liability; (qn) imposition of any Encumbrance upon any properties, capital stock or assets, tangible or intangibleof the Purchased Assets; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its any current or former employees, officers, directors, independent contractors or consultantsconsultants of the Business, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee of the Business or any termination of any employees for which the aggregate costs and expenses exceed $100,00050,000.00 per employee or $250,000.00 in the aggregate, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to of the date hereofBusiness; (sp) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course ordinary course of Businessbusiness; (tq) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in consultant of the Ordinary Course of Business, (ii) Benefit Plan Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ur) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current directors or executive officers of its equity holders the Business, or current or former directors, officers and employeestheir immediate family members; (vs) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xt) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $100,00050,000.00, individually (in the case of a lease, per annum) or $250,000 250,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yu) acquisition any default or breach by merger Parent, Holdings or consolidation with, Acquired Entities in any material respect under any Contract or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof;Permit; or (z) other than in connection with the Holdings Restructure, Tax election made, modified or revoked except as required by applicable Law, adoption or change in any Tax accounting method except as required by applicable Law, amendment to any material Tax Return, consent to any extension (other than in connection with the filing of a Tax Return in the ordinary course) or waiver of the limitation period applicable to any Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered into; or (aav) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Except as set forth on Schedule 3.8, Since the Balance Sheet Date, and (i) other than in the ordinary course of business consistent with past practice and (ii) except as set forth in Section 3.08 of the Disclosure Schedules or pursuant to the Holdings Restructureotherwise contemplated herein, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents articles of incorporation, by-laws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (kj) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP AgreementsAgreements pursuant to a Material Contract; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mk) material damage, destruction or loss (whether or not covered by insurance) to its property; (nl) any capital investment in, or any loan to, any other Person; (om) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (pn) any material capital expenditures; (q) imposition of any Encumbrance upon any properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (so) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Businessofficer; (tp) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, officer or director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Unionagreement, in each case whether written or oral; (uq) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders shareholders or current or former directors, officers and employees; (vr) entry into a new line of business or abandonment or discontinuance of existing lines of business; (ws) other than this Agreementexcept for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xt) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000250,000, individually (in the case of a lease, per annum) or $250,000 500,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yu) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zv) action by the Company (other than in connection with the Holdings Restructurean action required under applicable Law) to make, change or rescind any Tax election made, modified or revoked except as required by applicable Law, adoption or change in amend any Tax accounting method except as required by applicable Law, amendment to any material Tax Return, consent to which change, rescission or amendment would have the effect of increasing the Tax liability or reducing any extension (other than in connection with the filing of a Tax Return in the ordinary course) or waiver asset of the limitation period applicable to Company in respect of any Post-Closing Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered intoPeriod; or or (aaw) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth and other than in Section 3.08 accordance with the terms of this Agreement or in the Disclosure Schedules or pursuant to the Holdings Restructureordinary course of business consistent with past practice, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company's cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (rq) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which employees, other than as required by the aggregate costs and expenses exceed $100,000terms of this Agreement or as required by applicable Law, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (sr) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course ordinary course of Businessbusiness; (ts) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Unionsimilar agreement, in each case whether written or oral; (ut) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders stockholders or current or former directors, officers and employees; (vu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wv) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)assets, except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yx) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zy) other than in connection with action by the Holdings RestructureCompany to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Buyer in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aaz) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice and/or except as set forth disclosed in Section 3.08 Schedule 2.16 of the Disclosure Schedules or pursuant to the Holdings RestructureSchedules, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents or any organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of Company capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its the Company’s capital stock or other equity interest, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) the Company’s capital stock or other equity interests; (e) declaration or payment of any dividends or distributions on or in respect of any the Company’s capital stock or other equity capital or redemption, purchase or acquisition of the Company’s capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)interests; (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP generally accepted accounting principles or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets Assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nl) any capital investment in, or any loan to, any other Person; (om) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (pn) any material capital expenditures; (qo) imposition of any Encumbrance upon any the Company’s properties, capital stock or assetsAssets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (ip) grant of any bonuses, whether monetary or otherwise, or increase in any wagesgeneral wage, salary, severance, pension salary or other compensation or benefits increases in respect of its current officers or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements entered into prior to the Interim Balance Sheet Date; (q) entry into or required by applicable Lawtermination of any employment agreement or collective bargaining agreement, (ii) change in written or oral, or modification of the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereofsuch existing agreement; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ur) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders directors or current or former directors, officers and employeesofficers; (vs) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wt) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xu) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of One Hundred Thousand Dollars ($100,000, 100,000.00) individually (in the case of a lease, per annum) or Five Hundred Thousand Dollars ($250,000 500,000.00) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yv) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zw) other than in connection with the Holdings Restructureadoption, Tax election madeamendment, modified modification or revoked except as required by applicable Lawtermination of any bonus, adoption or profit sharing, incentive, severance, retention, change in control or other plan, Contract or commitment for the benefit of any of its directors and officers (or any such action taken with respect to any other Benefit Plan); (x) action by the Company to make, change or rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension action or enter into any other transaction that would have the effect of increasing the Tax Liability or reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; (other than in connection with y) reduction or write-down by the filing of a Tax Return Company in the ordinary coursereserve estimated for the Leases; (z) any termination or waiver of the limitation period applicable to entering into any Tax claim or assessmenthedging positions (including fixed price controls, surrender any right to a refund of Taxescollars, or any closing agreement entered intoswaps, caps, h▇▇▇▇▇ and puts); or or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as disclosed on Schedule 4.10, since the Biozone Balance Sheet Date, except as set forth and other than in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant to the Holdings Restructurebusiness consistent with past practice, there has not been, with respect to any Holdings EntityBiozone, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents certificate of incorporation, bylaws or any other organizational documents of any Acquired CompanyBiozone; (c) split, combination or reclassification of any shares of capital stock or other equity capitalBiozone Capital Stock; (d) issuance, sale or other disposition of any of its capital stock Biozone Capital Stock, or grant of any Biozone Options, Warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its Capital Stock; (e) declaration or payment of any dividends or distributions on or in respect of any capital stock or other equity capital of its Capital Stock or redemption, purchase or acquisition of capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)its Capital Stock; (f) material change in any method of accounting or accounting practicepractice of Biozone, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in Biozone’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than except as incurred in the Ordinary Course ordinary course of Business business consistent with past practice); (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (ml) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity Biozone is a party or by which it is is, or its assets are, bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of Biozone properties, capital stock Capital Stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,00010,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (tr) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (us) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former shareholders, directors, officers and employeesemployees or any Affiliate of any of the foregoing; (vt) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wu) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00050,000, individually (in the case of a lease, per annum) or $250,000 100,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock Capital Stock of, or by any other manner, any business or any Person or any division thereof; (zx) other than in connection with the Holdings Restructureaction by Biozone to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Biozone in respect of any right to a refund of Taxes, or any post-closing agreement entered intotax period; or or (aay) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except Except as set forth described in Section 3.08 of the Disclosure Schedules or pursuant to Schedules, since the Holdings RestructureBalance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any Holdings Entityeither Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents its certificate of formation, operating agreement or any other organizational documents of any Acquired Companydocuments; (c) split, combination or reclassification of any shares of capital stock or other equity capitalits membership units; (d) issuance, sale or other disposition of any of its capital stock membership units, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership units; (e) declaration or payment of any dividends or distributions on or in respect of any capital stock or other equity capital of its membership units or redemption, purchase or acquisition of capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)its membership units; (f) material change in any method of accounting or accounting practicepractice of either Company, except as required by GAAP ASPE or as disclosed in the notes to the Financial Statements; (g) material change in either Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money money, except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (ml) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity either Company is a party or by which it is bound; (po) any material capital expendituresexpenditures in excess of $10,000, individually, or $50,000 in the aggregate; (qp) imposition of any Encumbrance upon any of either Company’s properties, capital stock membership units or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees employee for which which, in each such case, the aggregate costs and expenses exceed $100,00025,000.00, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (tr) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (us) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former members, directors, officers and employees; (vt) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wu) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00010,000.00, individually (in the case of a lease, per annum) or $250,000 50,000.00 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock equity of, or by any other manner, any business or any Person or any division thereof; (zx) other than in connection with the Holdings Restructureaction by either Company to make, change or rescind any Tax election madeor Tax method of accounting, modified or revoked except as required by applicable Law, adoption or change in amend any Tax accounting method except as required by applicable LawReturn, amendment settle any proceeding relating to any material Tax ReturnTaxes, consent to any waiver or extension (other than in connection with the filing of a Tax Return in statutory period of limitations with respect to the ordinary course) assessment or waiver of the limitation period applicable to any Tax claim or assessment, surrender any right to a refund collection of Taxes, or take any closing agreement entered intoposition on any Tax Return, take any action, omit to take any action or enter into any other transaction that is inconsistent with past practice; or or (aay) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth and other than in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant to the Holdings Restructurebusiness consistent with past practice, there has not been, with respect to any Holdings EntityCompany, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents or any organizational documents of any Acquired Company; (c) split, combination or reclassification of any shares of capital stock or other equity capitalits membership interests; (d) issuance, sale or other disposition of any of its capital stock membership interests, or grant of any options, warrants or other equity rights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interests; (e) declaration or payment of any dividends or distributions on or in respect of any capital stock or other equity capital of its membership interests or redemption, purchase or acquisition of capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)its membership interests; (f) material change in any method of accounting or accounting practicepractice of any Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in any Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) except as set forth on Section 4.07(h) of the Disclosure Letter, entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) except as set forth on Section 4.07(j) of the Disclosure Letter, transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or assignment of transfer, assignment, or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or of, lapse of of, or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to to, or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of any Company properties, capital stock membership interests or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee employee, or any termination of any employees employees, for which employee the aggregate costs and expenses exceed compensation exceeds $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or an officer, except to (as the case may be) the position of an officer or hiring or promoting any employee below officer except fill a vacancy in the Ordinary Course ordinary course of Businessbusiness; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders members or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00010,000, individually (in the case of a lease, per annum) or $250,000 25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) other than in connection with the Holdings Restructureaction by any Company to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Buyer in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except Except as set forth in Section 3.08 5.8 of the Disclosure Schedules or pursuant to Schedule, since the Holdings RestructureYear-End Balance Sheet Date, there has not been, been with respect to any Holdings Entity, Group Company any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Governing Documents or any organizational documents of any Acquired Group Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of any Group Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in any Group Company’s cash management practices and or policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into or modification or amendment of any Material Contract; (i) termination of a Contract that that, if in existence on the date hereof, would constitute have been a Material Contract; (ij) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business consistent with past practiceBusiness; (jk) transfer, assignment, sale or other disposition of any a material amount of the assets shown or reflected in the Year-End Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)debts; (kl) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity Group Company is a party or by which it is bound; (p) any material capital expendituresexpenditures in excess of Ten Thousand Dollars ($10,000.00); (q) imposition of any Encumbrance upon any Group Company’s properties, capital stock or assets, tangible or intangible; (r) other than in except as set forth on Section 5.8(r) of the Ordinary Course of Business consistent with past practiceDisclosure Schedule, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) except as set forth on Section 5.8(s) of the Disclosure Schedule, hiring or promoting any person as or except to (as the case may be) the position of an officer or hiring or promoting any employee below officer except fill a vacancy in the Ordinary Course of Business; (t) except as set forth on Section 5.8(t) of the Disclosure Schedule, adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) except as set forth on Section 5.8(u) of the Disclosure Schedule, any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former shareholders, directors, officers and employees; (v) entry into the settlement or compromise of any Action or any default or consent to entry of any judgment or admission of any liability with respect thereto; (w) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wx) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xy) promotional, sales, discount or other activity outside of the Ordinary Course of Business that has had, or would reasonably be expected to have, the effect of accelerating sales prior to the Closing that would otherwise be expected to occur subsequent to the Closing; (z) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of Ten Thousand Dollars ($100,00010,000.00), individually (in the case of a lease, per annum) or Ten Thousand Dollars ($250,000 10,000.00) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice; (yaa) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zbb) other than in connection with the Holdings Restructure, Tax election made, modified or revoked except as required set forth on Section 5.8(bb) of the Disclosure Schedule, action by applicable Lawany Group Company to make, adoption change or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Buyer in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aacc) any Contract to do any of the foregoing, or any action or omission that, to the Company’s Knowledge, would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except and other than in the ordinary course of business consistent with past practice, or as set forth in Section 3.08 of specifically contemplated by this Agreement and the Disclosure Schedules or pursuant to the Holdings RestructureAncillary Agreements, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business or consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, employee or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (sr) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Businessperson; (ts) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ut) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders stockholders or current or former directors, officers and employees; (vu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wv) other than this Agreementexcept for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practiceamount; (yx) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zy) other than in connection with action by the Holdings RestructureCompany to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Parent in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aaz) any Contract to do any of the foregoing, or any action that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except Except as set forth in Section 3.08 5.8 of the Disclosure Schedules or pursuant to Letter, since the Holdings RestructureYear-End Balance Sheet Date, there has not been, been with respect to any Holdings Entity, the Company any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Governing Documents or any organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and or policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into or modification or amendment of any Material Contract; (i) termination of a Contract that that, if in existence on the date hereof, would constitute have been a Material Contract; (ij) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business consistent with past practiceBusiness; (jk) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Year-End Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (kl) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any the Company’s properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or except to (as the case may be) the position of an officer or hiring or promoting any employee below officer except fill a vacancy in the Ordinary Course of Business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former stockholders, directors, officers and employees; (v) entry into the settlement or compromise of any Action or any default or consent to entry of any judgment or admission of any liability with respect thereto; (w) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wx) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xy) promotional, sales, discount or other activity outside of the Ordinary Course of Business that has had, or would reasonably be expected to have, the effect of accelerating sales prior to the Closing that would otherwise be expected to occur subsequent to the Closing; (z) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, 25,000 individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice; (yaa) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zbb) other than in connection with action by the Holdings RestructureCompany to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Acquiror in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aacc) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as contemplated by the Taxable Distribution Transaction or as set forth in Section 3.08 of the Disclosure Schedules or pursuant to the Holdings RestructureSchedules, there has not been, with respect to any Holdings Company Entity, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws or any other organizational documents of any Acquired Companya Company Entity; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalsecurities; (d) issuance, sale or other disposition of any of its capital stock or other equity interestssecurities (other than in connection with the exercise of Options outstanding on the date of this Agreement as required by the terms of such Options), or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock or other securities; (e) with respect to the Company, declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract, including any agreements or contracts with any of the Excluded Entities or with any Affiliate of the Company; (i) transfer, assignment, or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (j) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (jk) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice); (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP AgreementsSheet; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person, other than to the Excluded Entities; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any previously existing written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000employee, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than consultant except as provided for in any written agreements provided to Parent prior to the date hereofmay be required by Section 2.09; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (tp) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (uq) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders stockholders or current or former directors, officers and employees; (vr) entry into a new line of business or abandonment or discontinuance of existing lines of business; (ws) other than this Agreementexcept for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xt) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yu) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zv) other than in connection with the Holdings Restructure, Tax election made, modified or revoked except as required by applicable Law, adoption or change in or adoption of any method of Tax accounting method except as required by applicable Law, amendment to accounting; change or filing of any new Tax election; filing of an amended Tax Return; entry into any closing agreement; settlement of any material Tax Return, claim or assessment; surrendering of any right to claim a refund of Taxes; consent to (or request) any extension (other than in connection with the filing of a Tax Return in the ordinary course) or waiver of the limitation period applicable to any Tax claim or assessment, surrender ; incurrence any right Tax liability outside the ordinary course of business; failure to a refund of Taxes, or pay any closing agreement entered intoTax that becomes due and payable; or preparation or filing of any Tax Return in a manner inconsistent with past practice; or (aaw) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth for changes, events or conditions that are in Section 3.08 the ordinary course of the Disclosure Schedules business consistent with past practice or pursuant to the Holdings Restructuretransactions that are specifically contemplated by this Agreement, there has not been, with respect to any Holdings Entitythe Target, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could will reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws or any other organizational documents of any Acquired Companythe Target; (c) split, combination or reclassification of any shares of the Target's capital stock or other equity capitalstock; (d) other than the Closing Transfers, any issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of the Target, except as required by GAAP IFRS or as disclosed in the notes to the Financial Statements; (g) material change in the Target's cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Target Intellectual Property or Company Target IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company Target IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Target is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Target properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,00010,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ut) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders shareholders or current or former directors, officers and employees; (vu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wv) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xw) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,0005,000, individually (in the case of a lease, per annum) or $250,000 10,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yx) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock shares of, or by any other manner, any business or any Person or any division thereof; (zy) other than in connection with action by the Holdings RestructureTarget to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in liability, reducing the ordinary course) Target's net operating loss carryforwards or waiver reducing any Tax asset of the limitation period applicable to Purchaser in respect of any Post- Closing Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered intoPeriod; or or (aaz) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, except as set forth on Schedule 4.08 and other than (i) in Section 3.08 the ordinary course of business consistent with past practice or (ii) as contemplated by the Disclosure Schedules Interim Spending Plan or pursuant to the Holdings Restructure(iii) as otherwise contemplated by this Agreement, there has not been, with respect to any Holdings Entityof the Companies, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents its charter, by-laws or any other organizational documents of any Acquired Companydocuments; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalmembership units; (d) issuance, sale or other disposition of any of its capital stock or membership units, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock or membership units; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital membership units or redemption, purchase or acquisition of its capital stock or other equity capital (membership units, other than in Tax Distributions pursuant to the Ordinary Course of Business consistent with past practice)Company Operating Agreement for the Tax year ending December 31, 2018 and for the short period ending on the Closing; (f) material change in any method of its accounting or accounting practice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (kj) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mk) material damage, destruction or loss (whether or not covered by insurance) to its property; (nl) any capital investment in, or any loan to, any other Person; (om) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity it is a party or by which it is bound; (pn) any material capital expenditures; (qo) imposition of any Encumbrance upon any of the Companies or any of their material properties, capital stock or assets, whether tangible or intangible; (rp) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, Law or (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (tq) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in as set forth on Section 4.08(q) to the Ordinary Course of BusinessCompany Disclosure Schedules, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ur) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xs) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of One Hundred Thousand Dollars ($100,000), individually (in the case of a lease, per annum) or Three Hundred Thousand Dollars ($250,000 300,000) in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yt) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof;; or (zu) other than in connection with the Holdings Restructureaction by it to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of ParentCo in respect of any right to a refund of Taxes, or any closing agreement entered into; or (aa) any Contract to do any of the foregoingPost-Closing Tax Period.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, except as set forth in Section Disclosure Schedule 3.08 of the Disclosure Schedules or pursuant to the Holdings Restructureotherwise as expressly permitted in this Agreement, there has not been, with respect to any Holdings Entitythe Company Parties, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of the Company Charter Documents Operating Agreement, articles of organization or any other organizational documents of any Acquired CompanyCompany Party; (c) split, combination or reclassification of any shares of capital stock or other equity capitalits membership interests; (d) issuance, sale or other disposition of any of its capital stock membership interest, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its membership interest; (e) declaration or payment of any dividends or distributions on or in respect of any capital stock or other equity capital of its membership interest or redemption, purchase or acquisition of capital stock or other equity capital its membership interest, provided, however, that the Company and the California Company may (other than i) continue to make regularly scheduled tax distributions to its members in the Ordinary Course of Business consistent accordance with past practice)practice and (ii) make cash distributions to their members in accordance with the governing documents of the Company and the California Company, as applicable; (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP IFRS or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract, except for the Cannabiotix Acquisition Agreement and any agreements related thereto, including those listed on Schedule 3.08(h); (i) incurrence, assumption or guarantee of any indebtedness in an aggregate amount exceeding $10,000 for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than entitlements, except in the Ordinary Course ordinary course of Business consistent with past practice)business; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements, except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the loss of confidentiality or value of any material Trade Secrets included in the Company Intellectual PropertyProperty by failure to take or maintain reasonable secrecy measures to protect the same; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) other than in respect of the Subsidiaries, any capital investment in, or any loan to, any other Person, and except in the ordinary course of business; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity is a party or by which it is bound; (p) any material capital expenditures; except for the Cannabiotix Acquisition and all commercially reasonable costs incurred, directly or indirectly, with new license applications; (q) imposition of any Encumbrance upon any of the Company properties, capital stock membership interest or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course ordinary course of Businessbusiness; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders members or current or former directors, officers and employees, except in the ordinary course of business; (v) entry into a new line of business inconsistent with past practice or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00050,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock or other equity of, or by any other manner, any business or any Person or any division thereof;, except for the Cannabiotix Acquisition; or (z) other than in connection with except for the Holdings Restructure, Tax election made, modified or revoked except as required by applicable Law, adoption or change in correction of any Tax accounting method except as required Return for which any Tax Liability is satisfied prior to Closing, action by applicable Lawany Company Party to make, amendment to change or rescind any material Tax election, amend any Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) Liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Buyer in respect of any right to a refund of Taxes, or any closing agreement entered into; or (aa) any Contract to do any of the foregoingPost-Closing Tax Period.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except Except as set forth in Section 3.08 of the Disclosure Schedules or pursuant to Schedules, since the Holdings RestructureBalance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nl) any capital investment in, or any loan to, any other Person; (om) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (pn) any material capital expenditures; (qo) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (rp) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (sq) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course ordinary course of Businessbusiness; (tr) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (us) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders stockholders or current or former directors, officers and employees; (vt) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wu) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00010,000, individually (in the case of a lease, per annum) or $250,000 25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zx) other than in connection with action by the Holdings RestructureCompany to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Buyer in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aay) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except Except as set forth in on Section 3.08 3.07 of the Disclosure Schedules or pursuant to Schedules, since the Holdings Restructure, Most Recent Balance Sheet Date there has not been, with respect to the Company or any Holdings Entityof its Subsidiaries, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Organizational Documents of the Company Charter Documents or any organizational documents of any Acquired Companyits Subsidiaries; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock (other than in the ordinary course of business consistent with past practice); (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practice, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in its cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material ContractContract (other than in the ordinary course of business); (i) incurrence, assumption or guarantee of any indebtedness for borrowed money Indebtedness (other than Permitted Indebtedness) except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business consistent with past practiceLiabilities; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Most Recent Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course ordinary course of Business consistent with past practicebusiness); (k) transfer or transfer, assignment of or grant of any license or sublicense of any rights under or with respect to any Company Intellectual Property or Company IP Agreements(other than in the ordinary course of business); (l) abandonment or lapse amount of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to any of its assets or property; (m) loan (or forgiveness of any loan), advance or capital contribution made by the Company or any of its Subsidiaries to, or investment in, any Person; (n) termination, modification or amendment of any capital investment in, or any loan to, any other PersonMaterial Contract; (o) acceleration, termination, material modification to or cancellation capital expenditures in excess of any material Contract Five Thousand U.S. Dollars (including, but not limited to, any Material Contract$5,000) to which any Holdings Entity is a party or by which it is boundin the aggregate; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of its properties, capital stock or assets, tangible or intangibleintangible (other than Permitted Encumbrances); (q) change in any compensation or benefits arrangement or agreement with any of its employees, officers, directors or any stakeholder; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (us) any loan to (or forgiveness of any loan to), or entry into any other transaction with, with any of its equity holders or current or former stakeholders, directors, officers and employeesemployees (other than in the ordinary course of business); (vt) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wu) other than this Agreementexcept for the Merger, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term)assets, except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zx) other than in connection with the Holdings Restructure, Tax election made, modified or revoked except as required by applicable Law, adoption or change in any Tax accounting tax election or method except as required by applicable Lawof tax accounting, amendment to filing of any material amended Tax Return, consent to any waiver or extension of any applicable statute of limitations with respect to Taxes (except to the extent adequate accruals for such Taxes are reflected in the Financial Statements), or enter into any settlement or final determination of any Tax audit, claim, investigation, litigation or other than proceeding or assessment in connection with excess of the filing accruals for such Taxes reflected in the Financial Statements; (y) cancellation or forfeiture of a Tax Return any of its debts or claims or any waiver of any of its rights; (z) acceleration or delay in the collection of its notes or accounts receivable in advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary coursecourse of business consistent with past practice; (aa) delay or waiver acceleration in the payment of any of its account payable or other Liability beyond or in advance of its due date or the limitation period applicable date when such account payable or other Liability would have been paid in the ordinary course of business consistent with past practice; (bb) payment of a Liability more than ninety (90) days in advance of when due; (cc) labor dispute or any activity or proceeding by a Union or representative thereof to organize any Tax claim or assessment, surrender any right to a refund of Taxesits employees, or any closing agreement entered into; lockouts, strikes, work stoppages or any threats thereof or any slowdowns or threats thereof by or with respect to such employees; (aadd) any Contract with any of its Affiliates; or (ee) agreement to do take any of the foregoingactions specified in this Section 3.07.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth and other than in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant to the Holdings Restructurebusiness consistent with past practice, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents or any organizational documents of any Acquired CompanyDocuments; (c) split, combination or reclassification of any shares of capital stock or other equity capitalthe Company Membership Interests; (d) issuance, sale or other disposition of any of its capital stock the Company Membership Interests, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of the Company Membership Interests; (e) declaration or payment of any dividends or distributions on or in respect of any capital stock or other equity capital of the Company Membership Interests or redemption, purchase or acquisition of capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)Company Membership Interests; (f) issuance or grant of any EARs; (g) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (gh) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (hi) entry into any Contract that would constitute a Material Contract; (ij) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (jk) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (kl) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss Loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (p) any material capital expendituresexpenditures in excess of $25,000 in the aggregate; (q) imposition of any Encumbrance upon any of the Company’s properties, capital stock any Company Membership Interests or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, managers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses relating to any such change in the terms of employment or termination exceed $100,000, 75,000 or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, manager, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring of any employee or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in without the Ordinary Course express consent of BusinessAlliqua; (t) adoption, modification or termination of any: (i) employment, severance, retention retention, change in control pay or other similar agreement with any current or former employee, officer, manager, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether casewhether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders Members or current or former managers, directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreementmake or agree to any material change in the commercial terms (i.e. pricing, rebates, payment terms, etc.) with any customer or supplier; (x) except for the Transactions, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xy) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00025,000, individually (in the case of a lease, per annum) or $250,000 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yz) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock securities of, or by any other manner, any business or any Person or any division thereof; (zaa) other than in connection with action by the Holdings RestructureCompany to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) Liability or waiver reducing any tax asset of the limitation period applicable to any Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered intoAlliqua Entities; or or (aabb) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth and other than in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant to the Holdings Restructurebusiness consistent with past practice, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than stock, except as set forth in the Ordinary Course of Business consistent with past practiceSchedule 3.08(e); (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company's cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice, except as set forth in Schedule 3.08(i); (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than except for such obsolete equipment as set forth in the Ordinary Course of Business consistent with past practiceSchedule 3.08(j); (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss in excess of $50,000 in the aggregate (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other PersonPerson excluding loans to employees up to Five Hundred ($500) Dollars as set forth in Schedule 3.08(n); (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (p) any material capital expendituresexpenditures in excess of $250,000 in the aggregate; (q) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (r) other than except as set forth in the Ordinary Course of Business consistent with past practiceSchedule 3.08(r), (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,00010,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) except as set forth in Schedule 3.08(s) hiring or promoting any person as or to (as the case may be) the position of an officer management level or hiring or promoting any employee below officer management level except to fill a vacancy in the Ordinary Course ordinary course of Businessbusiness; (t) except as set forth in Schedule 3.08(t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders stockholders or current or former directors, officers and employees, except as shown in Schedules 3.08(i) and 3.08(j); (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00010,000, individually (in the case of a lease, per annum) or $250,000 10,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) other than in connection with action by the Holdings RestructureCompany to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Buyer in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except Except as expressly contemplated by this Agreement or as set forth in Section 3.08 of the Disclosure Schedules or pursuant to Schedules, since the Holdings RestructureInterim Balance Sheet Date, the business of the Company Group has been conducted in the ordinary course of business consistent with past practice, and there has not been, with respect to any Holdings Entitythe Company Group, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Organizational Documents or any organizational documents of any Acquired CompanyCompany Group member; (c) split, combination or reclassification of any shares of capital stock shares, membership interests or other equity capitalinterests of any Company Group member; (d) issuance, sale or other disposition of, or creation of any of its capital stock Encumbrance on, any shares, membership interests or other equity interestsinterests of any Company Group member, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares, membership interests or other equity interests of any Company Group member; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of any Company Group member, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company Group’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $10,000, except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice;; Purchase Agreement 26 Project Acorn (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP AgreementsAgreements except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice; (l) abandonment or lapse of or failure to maintain in full force and effect any material Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company Group is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Company Group’s properties, capital stock equity interests or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, managers, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,00050,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, manager, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer (or equivalent) level or, except to fill a vacancy in the ordinary course of business, hiring or promoting any employee below officer except in the Ordinary Course of Businessdirector (or equivalent) level; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, manager, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders stockholders, members or current or former directors, managers, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,0005,000, individually (in the case of a lease, per annum) or $250,000 10,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets assets, stock or stock other equity of, or by any other manner, any business or any Person or any division thereof; (z) other than in connection with action by the Holdings RestructureCompany Group to (i) make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, (ii) file any amendment to any material Tax ReturnReturn with respect to any Taxes, consent (iii) settle or compromise any Tax Liability, audit or other Action related to Taxes, (iv) agree to any extension (other than in connection with the filing of a Tax Return in the ordinary course) or waiver of the limitation period applicable statute of limitations with respect to the assessment or determination of Taxes, (v) file any voluntary Tax claim disclosure, amnesty or assessmentsimilar filing, (vi) enter into any closing agreement with respect to Taxes, (vii) enter into a Tax Sharing Agreement or (viii) surrender any right to claim a refund material Tax refund, in each case that would have the effect of Taxes, increasing the Tax Liability or reducing any closing agreement entered intoTax asset of Buyer in respect of a taxable period (or portion there) beginning after the Closing Date; or or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as set forth in Section 4.07 of the Disclosure Letter, since the Balance Sheet Date, except as set forth other than in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant to the Holdings Restructurebusiness consistent with past practice, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the material assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or assignment of transfer, assignment, or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or of, lapse of of, or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to to, or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (p) any material capital expendituresexpenditures in excess of $25,000; (q) imposition of any Encumbrance (except for Permitted Encumbrances) upon any of the Company properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee employee, or any termination of any employees employees, for which employee the aggregate costs and expenses exceed compensation exceeds $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer officer, except to fill a vacancy in the Ordinary Course ordinary course of Businessbusiness; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral, except, in each case, as required by Law; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders stockholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00015,000, individually (in the case of a lease, per annum) or $250,000 50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) other than in connection with action by the Holdings RestructureCompany to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Buyer in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except Except as set forth in Section 3.08 3.09 of the Disclosure Schedules or pursuant to Schedule, since the Holdings RestructureInterim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents articles of incorporation, bylaws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practice, except as required by GAAP or as disclosed in practice of the notes to the Financial StatementsCompany; (g) material change in the Company's cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (ml) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (iq) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension general wage or other compensation or benefits salary increases in respect of its current Employees, or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee Employee; (r) entry into or any termination of any employees for which the aggregate costs and expenses exceed $100,000employment agreement or collective bargaining agreement, written or oral, or (iii) action to accelerate modification of the vesting or payment terms of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereofsuch existing agreement; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former directors, officers and employeesEmployees; (vt) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wu) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice; (yv) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zw) adoption, amendment, modification or termination of any bonus, profit sharing, incentive, severance, or other than in connection plan, Contract or commitment for the benefit of any of its directors, officers and Employees (or any such action taken with respect to any other Benefit Plan); (x) action by the Holdings RestructureCompany to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Buyer in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Effective Date Tax Period; or or (aay) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except and other than in the ordinary course of business consistent with past practice or as set forth in Section 3.08 3.07 of the Disclosure Schedules or pursuant to the Holdings RestructureSchedules, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any material Company Intellectual Property except non-exclusive licenses or Company IP Agreementssublicenses granted in the ordinary course of business consistent with past practice; (l) abandonment or lapse of or failure to maintain in full force and effect any material Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (r) other than with respect to annual merit increases effective as of July 1, 2019, in amounts agreed to by Buyer and the Ordinary Course of Business consistent with past practice, Company: (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,00025,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course ordinary course of Businessbusiness; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders shareholders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,0005,000, individually (in the case of a lease, per annum) or $250,000 25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) other than action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, change any accounting method or Tax reporting policy or procedure, settle or compromise any tax liability, agree to any extension of the statute of limitations in connection with the Holdings Restructureany action related to Taxes, Tax election made, modified or revoked except as required by applicable Law, adoption or change in fail to file any Tax accounting method except as required by applicable LawReturn when due or fail to cause such Tax Returns when filed to be complete and accurate in all respects, amendment fail to pay any material amount of Taxes when due, or take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax Return, consent to any extension (other than in connection with the filing of a Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Buyer in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth and other than in Section 3.08 of the Disclosure Schedules or pursuant to the Holdings RestructureOrdinary Course consistent with past practice, there has not been, with respect to any Holdings Entitythe Target Corporation, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents Articles, by-laws, unanimous shareholder agreement or any organizational other constating documents of any Acquired Companythe Target Corporation; (c) split, combination consolidation or reclassification of any shares of capital stock or other equity capitalin the Target Corporation; (d) issuance, sale or other disposition of any shares in the Target Corporation, or grant of its capital stock any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any shares in the Target Corporation; (e) declaration or payment of any dividends or distributions on or in respect of any capital stock or other equity capital shares in the Target Corporation or redemption, retraction, purchase or acquisition of capital stock their shares, except for any dividends or other equity capital (other than distributions declared or paid by the Target Corporation in respect of any excess cash of the Ordinary Course of Business consistent with past practice)Target Corporation, which have been disclosed to the Purchaser; (f) material change in any method of accounting or accounting practicepractice of the Target Corporation, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Target Corporation’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet Assets or cancellation of any debts or entitlements (other than entitlements, except for sales of inventory in the Ordinary Course of Business consistent with past practice); (k) transfer or transfer, assignment of or grant of any license licence or sublicense sublicence of any material rights under or with respect to any Company Intellectual Property Corporate IP or Company Corporate IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to any of its propertyAssets; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity a Target Corporation is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any properties, capital stock of the Shares or assetsAssets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors Independent Contractors or consultants, other than as provided for in any written agreements or required by applicable Law, ; (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, 10,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor Independent Contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (sr) hiring or promoting any person individual as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course of BusinessCourse; (ts) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor Independent Contractor or consultant, except in the Ordinary Course of Business, ; (ii) Benefit Plan Plan; or (iii) collective bargaining or other agreement with a UnionCollective Agreement, in each case case, whether written or oral; (ut) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former directors, officers and employeesRelated Parties; (vu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wv) other than this Agreement, adoption of any plan of mergeramalgamation, consolidationarrangement, reorganization, liquidation or dissolution dissolution, or filing the commencement of any proceedings by the Target Corporation or its creditors seeking to adjudicate the Target Corporation as bankrupt or insolvent, making a proposal with respect to the Target Corporation under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a petition in bankruptcy under trustee, receiver, receiver-manager, agent, custodian or similar official for the Target Corporation or for any provisions substantial part of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Lawits Assets; (xw) purchase, lease or other acquisition of the right to own, use or lease any property or assets Assets for an amount in excess of $100,00010,000, individually (in the case of a lease, per annum) or $250,000 10,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice; (yx) acquisition by merger amalgamation or consolidation arrangement with, or by purchase of a substantial portion of the assets or stock shares of, or by any other manner, any business or any Person or any division thereof; (zy) other than in connection with action by the Holdings RestructureTarget Corporation to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver reducing any Tax asset or attribute of the limitation period applicable to any Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered intoTarget Corporation; or or (aaz) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth and other than in Section 3.08 of the Disclosure Schedules or pursuant to the Holdings RestructureOrdinary Course, there has not been, with respect to any Holdings each ALPS Entity, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents Articles, by-laws, unanimous shareholder agreement or any organizational other constating documents of any Acquired CompanyALPS Entity; (c) split, combination consolidation or reclassification of any shares of capital stock ALPS Shares or other equity capitalinterests in any ALPS Entity; (d) issuance, sale or other disposition of any ALPS Shares or equity interests in any ALPS Entity, or grant of its capital stock any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any ALPS Shares or equity interestsinterests in any ALPS Entity; (e) declaration or payment of any dividends or distributions on or in respect of any capital stock ALPS Shares or other equity capital interests in any ALPS Entity or redemption, retraction, purchase or acquisition of capital stock ALPS Shares or other equity capital (other than in the Ordinary Course interests of Business consistent with past practice)any ALPS Entity; (f) material change in any method of accounting or accounting practicepractice of any ALPS Entity, except as required by GAAP IFRS or as disclosed in the notes to the Financial Statements; (g) material change in any ALPS Entities' cash management practices and its policies, practices and procedures with respect to collection of accounts receivableAccounts Receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business consistent with past practiceCourse; (j) transfer, assignment, sale or other disposition of any of the assets Assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or transfer, assignment of or grant of any license licence or sublicense sublicence of any material rights under or with respect to any Company Intellectual Property Corporate IP or Company Corporate IP AgreementsAgreements other than in the Ordinary Course; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to any of its propertyAssets; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings an ALPS Entity is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any propertiesof the ALPS Shares, capital stock ALPS Entities equity interests, or assetsAssets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors Independent Contractors or consultants, other than as provided for in any written agreements or required by applicable Law, ; (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, 10,000; or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor Independent Contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (sr) hiring or promoting any person individual as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course of BusinessCourse; (ts) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor Independent Contractor or consultant, except in the Ordinary Course of Business, ; (ii) Benefit Plan Plan; or (iii) collective bargaining or other agreement with a UnionCollective Agreement, in each case case, whether written or oral; (ut) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former directors, officers and employeesRelated Parties; (vu) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wv) other than this Agreement, adoption of any plan of mergeramalgamation, consolidationarrangement, reorganization, liquidation or dissolution or filing the commencement of any proceedings by any ALPS Entity or its creditors seeking to adjudicate any ALPS Entity as bankrupt or insolvent, making a proposal with respect to an ALPS Entity under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a petition in bankruptcy under trustee, receiver, receiver-manager, agent, custodian or similar official for an ALPS Entity or for any provisions substantial part of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Lawits Assets; (xw) purchase, lease or other acquisition of the right to own, use or lease any property or assets Assets for an amount in excess of $100,00010,000, individually (in the case of a lease, per annum) or $250,000 20,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practiceCourse; (yx) acquisition by merger amalgamation or consolidation arrangement with, or by purchase of a substantial portion of the assets or stock shares of, or by any other manner, any business or any Person or any division thereof; (zy) other than in connection with the Holdings Restructureaction by an ALPS Entity to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim asset or assessment, surrender any right to a refund attribute of Taxes, or any closing agreement entered intoan ALPS Entity; or or (aaz) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since Except as expressly contemplated by the Agreement or as set forth on Section 4.07 of the Disclosure Schedules, from the Balance Sheet DateDate until the date of this Agreement, except as set forth the Company has operated in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant to the Holdings Restructure, business in all material respects and there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, had a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or applicable Law or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course of Business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice); (k) transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (oj) acceleration, termination, material modification to or cancellation of any material Material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (pk) excluding borrowing from Company’s lenders in accordance with any material capital expendituresMaterial Contract, incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $250,000, except unsecured current obligations and liabilities incurred in the ordinary course of business; (ql) imposition sale or other disposition of any Encumbrance upon of the assets shown or reflected on the Balance Sheet, except both in the ordinary course of business and having an aggregate value of less than $250,000, or cancellation of any propertiesdebts or entitlements, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course ordinary course of Business consistent with past practicebusiness; (m) sale, (i) transfer, assignment or grant of any bonuses, whether monetary license or otherwise, or sublicense of any material rights under any Company Intellectual Property; (n) increase in any wages, salary, severance, pension or other the compensation or and/or benefits in respect of provided to its current or former employees, officers, directors, independent contractors or consultantsEmployees, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former directors, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines ordinary course of business; (wo) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xp) purchasedamage, lease destruction or other acquisition of the right loss (whether or not covered by insurance) to own, use or lease any its property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practiceordinary wear and tear; (yq) acquisition by merger change in method of Tax accounting; making, changing or consolidation with, revoking any Tax election or by purchase of a substantial portion of the assets entering into any agreement or stock of, or by any other manner, any business or any Person or any division thereof;arrangement with respect to Taxes; or (z) other than in connection with the Holdings Restructure, Tax election made, modified or revoked except as required by applicable Law, adoption or change in any Tax accounting method except as required by applicable Law, amendment to any material Tax Return, consent to any extension (other than in connection with the filing of a Tax Return in the ordinary course) or waiver of the limitation period applicable to any Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered into; or (aar) any Contract agreement to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, except as set forth and other than in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant to the Holdings Restructurebusiness consistent with past practice, there has not been, with respect to the Company or any Holdings EntitySubsidiary, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents Certificate of Incorporation, the Bylaws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in cash management practices and policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (jh) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation cancellation, discharge or payment of any debts material debts, liens or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (ki) transfer or transfer, assignment of or grant of any license or sublicense under or with respect to of any Company Intellectual Property or Company IP AgreementsRights; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (m) material damage, destruction or loss (whether or not covered by insurance) to its property; (nj) any capital investment in, or any loan to, any other Person; (ok) acceleration, termination, material modification or amendment to or cancellation of any material Contract (including, but not limited to, any Material Contract) contract to which any Holdings Entity the Company is a party or by which it is bound; (pl) any material capital expenditures; (qm) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (tn) adoption, modification or termination of any: (i) material employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (uo) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former stockholders, directors, officers and employees; (vp) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wq) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice; (yr) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof;; or (z) other than in connection with the Holdings Restructure, Tax election made, modified or revoked except as required by applicable Law, adoption or change in any Tax accounting method except as required by applicable Law, amendment to any material Tax Return, consent to any extension (other than in connection with the filing of a Tax Return in the ordinary course) or waiver of the limitation period applicable to any Tax claim or assessment, surrender any right to a refund of Taxes, or any closing agreement entered into; or (aas) any Contract contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Interim Balance Sheet Date, except as set forth listed in Section 3.08 of the Disclosure Schedules or pursuant to Schedule, and other than in the Holdings Restructureordinary course of business consistent with past practice, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Interim Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (ml) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, consultants or independent contractors or consultantscontractors, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, 10,000 or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officermember, directormanager, consultant or independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereofcontractor; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (tr) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former an employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (us) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former stockholders, directors, officers and employeesofficers, employees or Affiliates; (vt) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wu) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal federal, state or state foreign bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00010,000, individually (in the case of a lease, per annum) or $250,000 25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zx) other than in connection with action by the Holdings RestructureCompany to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Buyer in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aay) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except Except as set forth in Section 3.08 4.08 of the Company Disclosure Schedules Schedules, and other than (i) in the ordinary course of business consistent with past practice, or pursuant to the Holdings Restructure(ii) as otherwise contemplated by this Agreement, since August 16, 2018 there has not been, with respect to any Holdings Entityof the Companies, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (b) amendment of the Company Charter Documents its charter, by-laws or any other organizational documents of any Acquired Companydocuments; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalmembership units; (d) issuance, sale or other disposition of any of its capital stock or membership units, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock or membership units; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital membership units or redemption, purchase or acquisition of its capital stock or other equity capital (membership units, other than in tax distributions pursuant to the Ordinary Course Operating Agreement or tax distributions pursuant to operating agreements of Business consistent with past practice)Subsidiaries for the Tax year ending December 31, 2018 and for the period from December 31, 2018 to the Closing; (f) material change in any method of its accounting or accounting practice, except as required by GAAP IFRS or as disclosed in the notes to the Company Financial Statements; (g) material change in its cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money money, except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (ji) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet Company Financial Statements or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (kj) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (mk) material damage, destruction or loss (whether or not covered by insurance) to its property; (nl) any capital investment in, or any loan to, any other Person; (om) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity it is a party or by which it is bound; (pn) any material capital expendituresexpenditures in excess of $[***]; (qo) imposition of any Encumbrance upon any of the Companies or any of their material properties, capital stock or assets, whether tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, Law or (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (tq) adoption, modification or termination of any: any (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except consultant receiving annual compensation in the Ordinary Course excess of Business$[***], (ii) Company Benefit Plan Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (ur) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders stockholders, members or current or former directors, managers, officers and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xs) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, [***] individually (in the case of a lease, per annum) or $250,000 [***] in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yt) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; thereof (z) other than excluding any acquisition, consolidation or purchase in connection with the Holdings Restructurea Pipeline Binding Acquisition); or (u) action by it to make, Tax election made, modified or revoked except as required by applicable Law, adoption revoke or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, enter into any Tax accounting method except as required by applicable Lawsharing, amendment to allocation, indemnification or similar agreement, enter into any closing agreement with any taxing authority, settle any material Tax Returnclaim or assessment in respect of Taxes, consent to any extension (other than in connection with the filing of a Tax Return in the ordinary course) or waiver of the limitation period applicable to any Tax claim or assessment, surrender any right to a refund assessment in respect of Taxes, apply for or pursue any closing agreement entered into; Tax ruling, change any Tax identification number, execute any powers of attorney in respect of any Tax matter, or (aa) file any Contract to do any of the foregoingamended Tax Return.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth in Section 3.08 date of the Disclosure Schedules or pursuant to Audited Financial Statements, and other than in the Holdings Restructureordinary course of business consistent with past practice, there has not been, with respect to any Holdings EntitySeller, any: (a) effect, event, development, occurrence, fact, condition or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment Amendment of the Company Charter Documents charter, by-laws, or any other organizational documents of any Acquired Companydocuments; (c) split, combination combination, or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale sale, or other disposition of any of its capital stock stock, or grant of any options, warrants, or other equity interestsrights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase purchase, or acquisition of its capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)stock; (f) a material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP or as disclosed in the notes to the Audited Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices practices, and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption assumption, or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale sale, or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or assignment of or grant of any license or sublicense under or with respect to any material Company Intellectual Property or Company IP AgreementsAgreements except non-exclusive licenses or sub-licenses granted in the ordinary course of business consistent with past practice; (l) abandonment or lapse of or failure to maintain in full force and effect any material Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any material Trade Secrets included in the Company Seller Intellectual Property; (m) material damage, destruction destruction, or loss (loss, whether or not covered by insurance) insurance to its property; (n) any capital investment in, or any loan to, any other Person; (o) other than has been reported in the SEC filings, any acceleration, termination, material modification to to, or cancellation of any material Material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity Seller is a party or by which it is bound; (p) any material capital expenditures; (q) imposition of any Encumbrance upon any of Seller’s properties, capital stock stock, or assets, tangible or intangible;: (r) other than in the Ordinary Course of Business consistent with past practice, (i) the grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension pension, or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed ten thousand dollars ($100,00010,000), or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or director, hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course ordinary course of Businessbusiness; (t) adoption, modification modification, or termination of any: (i) employment, severance, retention retention, or other agreement with any current or former employee, officer, director, independent contractor contractor, or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders stockholders or current or former directors, officers officers, and employees; (v) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation liquidation, or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (x) purchase, lease lease, or other acquisition of the right to own, use use, or lease any property or assets for an amount in excess of ten thousand dollars ($100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term10,000), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice; (y) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (z) other than in connection with the Holdings Restructureaction by Seller to make, Tax election madechange, modified or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action, or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Buyer in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aa) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except as set forth Date and other than in Section 3.08 the ordinary course of the Disclosure Schedules or pursuant to the Holdings Restructurebusiness consistent with past practice, there has not been, with respect to any Holdings Entitythe Company, any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents charter, by-laws or any other organizational documents of any Acquired the Company; (c) split, combination or reclassification of any shares of its capital stock or other equity capitalstock; (d) issuance, sale or other disposition of any of its capital stock stock, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any of its capital stock; (e) declaration or payment of any dividends or distributions on or in respect of any of its capital stock or other equity capital or redemption, purchase or acquisition of capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice)its Capital Stock; (f) material change in any method of accounting or accounting practicepractice of the Company, except as required by GAAP Section 3(c) of Section 211 of the Companies Act or as disclosed in the notes to the Financial Statements; (g) material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits, except as required by the GAAP or as disclosed in the notes to the Financial Statements; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice)entitlements; (k) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property; (ml) material damage, destruction or loss (whether or not covered by insurance) to its property; (nm) any capital investment in, or any loan to, any other Person; (on) acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material Contract) to which any Holdings Entity the Company is a party or by which it is bound; (po) any material capital expenditures; (qp) imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,00025,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, other than as provided for in any written agreements provided to Parent prior to the date hereof; (s) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (tr) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (us) any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its equity holders or current or former stockholders, directors, officers and employees; (vt) entry into a new line of business or abandonment or discontinuance of existing lines of business; (wu) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (xv) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,00025,000, individually (in the case of a lease, per annum) or $250,000 25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yw) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof; (zx) other than in connection with action by the Holdings RestructureCompany to make, Tax election made, modified change or revoked except as required by applicable Law, adoption or change in rescind any Tax accounting method except as required by applicable Lawelection, amendment to amend any material Tax Return or take any position on any Tax Return, consent take any action, omit to take any extension (action or enter into any other than in connection with transaction that would have the filing effect of a increasing the Tax Return in the ordinary course) liability or waiver of the limitation period applicable to reducing any Tax claim or assessment, surrender asset of Buyer in respect of any right to a refund of Taxes, or any closing agreement entered intoPost-Closing Tax Period; or or (aay) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, except Except as set forth in Section 3.08 3.06 of the Disclosure Schedules or pursuant to Schedules, since December 31, 2015, and other than in the Holdings Restructureordinary course of business consistent with past practice, there has not been, with respect to any Holdings Entity, been any: (a) effect, event, development, occurrence, fact, condition occurrence or change development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (b) amendment of the Company Charter Documents certificate of incorporation, by-laws or any other organizational documents of any Acquired CompanyTMS Sub; (c) split, combination or reclassification of any shares of the capital stock or other equity capitalof TMS Sub; (d) issuance, sale or other disposition of any shares of its the capital stock of TMS Sub, or grant of any options, warrants or other equity interestsrights to purchase or obtain (including upon conversion, exchange or exercise) any shares of the capital stock of TMS Sub; (e) declaration or payment of any dividends or distributions on or in respect of any capital stock or other equity capital or redemption, purchase or acquisition of capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice); (f) material change in any method of accounting or accounting practice, except as required by GAAP or as disclosed in practice for the notes to the Financial StatementsBusiness; (gf) with respect to the Business, material change in cash management practices and policies, practices and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectible accountsaccounts receivable, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits; (g) material change in any of the Seller Parties’ relationship with any customer, except as required by the GAAP vendor, or as disclosed in the notes supplier related to the Financial StatementsBusiness; (h) entry into any Contract that would constitute a Material Contract; (i) incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business, except unsecured current obligations and Liabilities incurred in the Ordinary Course ordinary course of Business business consistent with past practice; (j) transfer, assignment, sale or other disposition of any of the assets shown or reflected Business Assets, except for the use and sale of Business Inventory and supplies in the Balance Sheet or ordinary course of business; (k) cancellation of any debts or entitlements (other than in the Ordinary Course claims constituting Business Assets or amendment, termination or waiver of any rights constituting Business consistent with past practice)Assets; (kl) transfer or transfer, assignment of or grant of any license or sublicense of any material rights under or with respect to any Company Intellectual Property Assets or Company IP Agreements; (l) abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable measures to protect the confidentiality or value of any Trade Secrets included Intellectual Property Licenses except in the Company Intellectual Propertyordinary course of business; (m) material damage, destruction or loss (loss, or any material interruption in use, of any Business Assets, whether or not covered by insurance) to its property; (n) any capital investment in, or any loan to, any other Person; (o) acceleration, termination, material modification to or cancellation of any Business Contract or Permit; (o) material Contract (including, but not limited to, any Material Contract) capital expenditures relating to which any Holdings Entity is a party or by which it is boundthe Business; (p) imposition of any material capital expendituresEncumbrance other than a Permitted Encumbrance upon any of the Business Assets or the Shares; (q) imposition of any Encumbrance upon any properties, capital stock or assets, tangible or intangible; (r) other than in the Ordinary Course of Business consistent with past practice, (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension general wage or other compensation or benefits salary increases in respect of its current or former employees, officers, directors, independent contractors or consultantsany Employees, other than as provided for in this Agreement or any written agreements agreements, or required by applicable Law, (ii) any other change in the terms of employment for any employee or any termination of any employees for which the aggregate costs and expenses exceed $100,000, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, independent contractor or consultant, Employee other than as provided for in this Agreement or any other written agreements provided to Parent prior to the date hereofagreement; (sr) hiring or promoting any person as or to (as the case may be) the position of an officer or hiring or promoting any employee below officer except in the Ordinary Course of Business; (t) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant, except in the Ordinary Course of Business, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral; (u) any loan to (or forgiveness of any loan to), or entry into any other material transaction with, with any of its equity holders Employees other than as provided for in this Agreement or current or former directors, officers and employeesany other written agreement; (vs) entry into a new line of business or abandonment or discontinuance of existing lines of business; (w) other than this Agreement, adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law, in each case, with respect to any of the Seller Parties; (xt) purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for an amount in excess of $100,00010,000, individually (in the case of a lease, per annum) or $250,000 25,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory Business Inventory or supplies in the Ordinary Course ordinary course of Business business consistent with past practice; (yu) acquisition by merger adoption, amendment, modification or consolidation withtermination of any bonus, profit sharing, incentive, severance, or by purchase other plan, Contract or commitment for the benefit of a substantial portion of the assets or stock of, or by any Employees (including any such action taken with respect to any other manner, any business Benefit Plan) other than as provided for in this Agreement or any Person or any division thereofother written agreement; (zv) other than in connection with filing of any amended Tax Returns by any of the Holdings RestructureSeller Parties, Tax election made, modified and neither of the Seller Parties has: (i) made or revoked except as required by applicable Law, adoption or change in rescinded any Tax accounting method except as required by applicable Lawelection; (ii) signed or entered into any closing agreement; (iii) settled or compromised any claim or assessment of Tax liability; (iv) surrendered any right to claim a refund, amendment to any material Tax Return, consent offset or other reduction in liability; (v) consented to any extension (other than in connection with the filing of a Tax Return in the ordinary course) or waiver of the limitation limitations period applicable to any Tax claim or assessment, surrender in each case, with respect to Taxes; (vi) changed any right to a refund annual accounting period or adopted or changed any method of Taxes, or any closing agreement entered intoaccounting; or (aavii) acted or omitted to act where such action or omission to act could reasonably be expected to have the effect of increasing any present or future Tax liability with respect to the either of the Seller Parties or any of their Affiliates; or (w) Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.