Common use of Absence of Certain Developments Clause in Contracts

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) hereto, since September 30, 2008 neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customer; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one year, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth disclosed in the Commission Documents or on Schedule 2.01(aa2.1(z) hereto, since September 30February 28, 2008 neither 2007, the Company nor any subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent)) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000250,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in Schedule 3.10, since September 27, 1997, there has not been any Material Adverse Change, or any development which could reasonably be expected to result in a Material Adverse Change. Since September 27, 1997, except as set forth on Schedule 2.01(aa) hereto3.10, since September 30, 2008 neither the Company nor any subsidiary has: Seller has conducted the Business in the ordinary and usual course consistent with past practices and has not (i) issued sold, leased, transferred or otherwise disposed of any stock, bonds or of the assets of the Business (other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred than dispositions in the ordinary course of business that consistent with past practices), (ii) terminated or amended in any material respect any contract or lease to which the Seller is a party or to which it is bound or to which its properties are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal yearsubject, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged suffered any loss, damage or satisfied destruction whether or not covered by insurance, (iv) made any lien change in the accounting methods or encumbrance practices it follows, whether for general financial or paid tax purposes, (v) incurred any obligation or liability (liabilities, absolute or contingent), contingent (other than current liabilities paid in the ordinary course of business; (iv) declared which, individually or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; aggregate, are material, (vi) soldincurred, assigned created or transferred suffered to exist any patent rights, trademarks, trade names, copyrights, trade secrets Encumbrances on the Purchased Assets other than Permitted Encumbrances and those listed on Schedule 3.6 or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not created in the ordinary course of business, none of which, individually or suffered in the loss aggregate, are material or would have a Material Adverse Effect, (vii) increased the compensation payable or to become payable to any of the officers or employees of the Business or increased any material amount bonus, severance, accrued vacation, insurance, pension or other Employee Benefit Plan, payment or arrangement made by the Seller for or with any such officers or employees, other than salary increases to individuals who are not Principals or officers in the ordinary course of prospective business from an existing customer; consistent with past practices, (viii) suffered any labor dispute, strike or other work stoppage, (ix) made or obligated itself to make any changes capital expenditures in employee compensation except excess of $50,000 individually or in the aggregate, (x) entered into any contract or other agreement requiring the Seller to make payments in excess of $50,000 per annum, individually or in the aggregate, other than in the ordinary course of business consistent with past practices, (xi) acquired any assets or rights with an aggregate value in excess of $50,000, other than in the ordinary course of business and consistent with past practices; , (ixxii) made capital expenditures disposed of any Proprietary Right material to the Business, or commitments therefor that aggregate in excess of $50,000; (xxiii) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one year, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa2.1(z) hereto, since September 30, 2008 2000, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa2.1(z) hereto, since September 30the Audited Financial Statements Date, 2008 neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) heretoSince December 31, since September 302007, 2008 neither the Company nor any subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent)) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of businessbusiness which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting; (xv) issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans; (xvi) taken any steps to seek protection pursuant to any bankruptcy or similar law; or (xivxvii) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on provided in Schedule 2.01(aa) hereto2.26, since September June 30, 2008 1994, neither the Company nor any subsidiary Subsidiary has: : (ia) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s Subsidiary's business; (iiic) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; ; (ve) mortgaged or pledged any of its assets, tangible or intangible, or subjected them to any liens, charge or other encumbrance, except liens for current property taxes not yet due and payable; (f) sold, assigned or transferred any other tangible assets, or canceled cancelled any debts or claims, except in the ordinary course of business; ; (vig) sold, assigned or transferred any patents, patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; ; (viih) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viiii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixj) made capital expenditures or commitments therefor that aggregate in excess of $50,000; 100,000; (xk) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) hereto, since September Since June 30, 2008 neither 2007, the Company nor any subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent)) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of businessbusiness which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting; (xv) issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans; (xvi) taken any steps to seek protection pursuant to any bankruptcy or similar law; or (xivxvii) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.01(aa) hereto3.1(y), since September 30February 28, 2008 2017, neither the Company nor any subsidiary hasthe Subsidiaries have: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiarySubsidiary’s business; (iii) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property Property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsIntellectual Property Rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on provided in SEC Documents or in Schedule 2.01(aa3.1(y) hereto, since September June 30, 2008 2000, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,0001,250,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as set forth in the Commission Documents or on Schedule 2.01(aa2.1(r) hereto, since September 30, 2008 neither 2009, the Company nor any subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,00025,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would cause a Material Adverse Effect; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on provided in Schedule 2.01(aa2.1(z) hereto, since September 30March 31, 2008 1997, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any material liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any material lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other material tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representativesbusiness; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices;course (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000250,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into experienced any event which would cause an agreement, written or otherwise, to take any adjustment in the Conversion Price of the foregoing actionsSeries A Convertible Preferred Stock.

Absence of Certain Developments. Except as set forth on provided in SEC Documents or in Schedule 2.01(aa3.1(z) hereto, since September 30March 31, 2008 2000, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practicesbusiness; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000500,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) heretoprovided in SEC Documents, since September April 30, 2008 2001, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customer; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance;; or (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.;

Absence of Certain Developments. Except as set forth provided on Schedule 2.01(aa2.1(z) hereto, since September 30December 31, 2008 2003, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) heretoSince December 31, since September 302007, 2008 neither the Company nor any subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent)) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Vicis or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000250,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of businessbusiness which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting; (xv) issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans; (xvi) taken any steps to seek protection pursuant to any bankruptcy or similar law; or (xivxvii) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth would not have a material adverse effect on Schedule 2.01(aa) heretoCetalon's operations, since September 30the date of the financial statement contained in the most recently filed Form 10-Q (or 10-QSB) or Form 10-K (or 10KSB), 2008 whichever is most current, neither the Company Cetalon nor any subsidiary has: (i) 3.1.26.1 issued any stock, bonds or other corporate securities or any rights, options or warrants with respect theretothereto (other than pursuant to equity incentive plans or arrangements adopted by Cetalon); (ii) 3.1.26.2 borrowed any material amount or incurred or become subject to any material liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s Cetalon's or such subsidiary’s 's business; (iii) 3.1.26.3 discharged or satisfied any lien or encumbrance or paid any material obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) 3.1.26.4 declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) 3.1.26.5 sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) 3.1.26.6 sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their representativesits representatives or other parties has in connection with any proposed debt or equity financing; (vii) 3.1.26.7 suffered any substantial material losses (except for anticipated losses consistent with prior quarters) or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) 3.1.26.8 made any material changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) 3.1.26.9 made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or 3.1.26.10 entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) 3.1.26.11 suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) 3.1.26.12 experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written 3.1.26.13 effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to Cetalon or its subsidiaries.

Absence of Certain Developments. Except as set forth on provided in SEC Documents or in Schedule 2.01(aa3.1(z) hereto, since September 30March 31, 2008 2000, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000500,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) heretoSince December 31, since September 302005, 2008 neither the Company nor any subsidiary SMI has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s businessbusiness of the Company and SMI; (iii) discharged or satisfied any lien or encumbrance in excess of $250,000 or paid any obligation or liability (absolute or contingent)) in excess of $250,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders shareholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) heretoprovided in SCHEDULE 2.18, since September 30December 31, 2008 1996, neither the Company nor any subsidiary Subsidiary has: (i) A. issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) B. borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s Subsidiary's business; (iii) C. discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) D. declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) E. mortgaged or pledged any of its assets, tangible or intangible, or subjected them to any liens, charge or other encumbrance, except Permitted Liens; F. sold, assigned or transferred any other material tangible assets, or canceled any material debts or claims, except in the ordinary course of business; (vi) G. sold, assigned or transferred any patents, patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their representatives; (vii) H. suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) I. made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) J. made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) K. entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) L. made charitable contributions or pledges in excess of $10,00025,000; (xii) M. suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) N. experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written O. effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or such Subsidiary.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa2.1(z) hereto, since September 30December 31, 2008 1999, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa2.1(z) hereto, since September 30December 31, 2008 1999, neither the Company nor any subsidiary Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s Subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on disclosed in the SEC Documents or as provided in Schedule 2.01(aa2.1(z) hereto, since September 30, 2008 neither 2000, the Company nor any subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,00025,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) heretodisclosed in the Commission Documents, since September 30December 31, 2008 2009, neither the Company nor any subsidiary Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiarySubsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders shareholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xix) made charitable contributions or pledges in excess of $10,000; (xiixi) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiii) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) heretoSince December 31, since September 301999, 2008 neither the Company nor any subsidiary has(including each subsidiary, if such a development would materially effect the Company and the other subsidiaries taken as a whole), has not: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000500,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries, taken as a whole.

Absence of Certain Developments. Except as set forth on provided in Schedule 2.01(aa2.1(z) hereto, since September 30, 2008 1999, neither the Company nor any subsidiary has: (ia) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iiic) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (ve) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (viig) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (xj) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xik) made charitable contributions or pledges in excess of $10,00025,000; (xiil) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiim) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (n) effected any two (2) or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivo) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on provided in SEC Documents or in Schedule 2.01(aa3.1(z) hereto, since September 30December 31, 2008 1999, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000500,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as set forth on provided in the SEC Documents and Schedule 2.01(aa2.1(y) hereto, since September 30March 31, 2008 2000, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000 except for the purchase of kiosks; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one year, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two (2) or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Form 10-KSB, the Form 10-QSB or on Schedule 2.01(aa2.1(c) hereto, since September 30March 31, 2008 2008, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa2.1(z) hereto, since September June 30, 2008 2001, neither the Company nor any subsidiary Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s Subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000150,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00050,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth provided on Schedule 2.01(aa2.1(z) hereto, since September 30March 31, 2008 2004, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth provided on Schedule 2.01(aa2.1(z) hereto, since September 30December 31, 2008 2004, neither the Company nor any subsidiary Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $150,000 or incurred or become subject to any other liabilities in excess of $150,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s businessbusiness of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $150,000 or paid any obligation or liability (absolute or contingent)) in excess of $150,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $150,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; 150,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aaprovided in Form 10-KSB, 10-Q or in SCHEDULE 2.1(Z) hereto, since September June 30, 2008 2001, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s Company`s or such subsidiary’s subsidiary`s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.01(aa) hereto3.1(y), since September 30February 28, 2008 2017, neither the Company nor any subsidiary hasthe Subsidiaries have: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiarySubsidiary’s business; (iii) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property Property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsIntellectual Property Rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its Subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or on Schedule 2.01(aa2.1(r) hereto, since September 30December 31, 2008 neither 2009, the Company nor any subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,00025,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would cause a Material Adverse Effect; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on provided in SEC Documents or in Schedule 2.01(aa3.1(z) hereto, since September 30April 3, 2008 2000, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000500,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) hereto4.08 of the Parent Disclosure Schedule, since September 30December 31, 2008 neither the Company nor any subsidiary has2016, Parent has not: (ia) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiaryParent’s business; (iiic) discharged or satisfied any material lien or encumbrance or paid a material amount of any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (ve) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, which sale, assignment or transfer has had a Material Adverse Effect, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (viig) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor that aggregate in excess of $50,00025,000; (xj) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xik) made charitable contributions or pledges in excess of $10,00025,000; (xiil) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiim) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivn) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except Since December 31, 2006 Target has conducted its business only in the ordinary course consistent with past practice and, except as otherwise set forth on Schedule 2.01(aa) heretoin Section 3.9 of the Target Disclosure Schedule, since September 30, 2008 neither the Company nor any subsidiary hasthere has not been: (ia) issued any stockmaterial change in the financial condition, bonds properties, assets, liabilities, business or other corporate securities or any rights, options or warrants with respect theretooperations of Target; (iib) borrowed any amount material contingent liability incurred by Target as guarantor or otherwise with respect to the obligations of others or any cancellation of any material debt or claim owing to, or waiver of any material right of, Target. (c) any material mortgage, encumbrance or lien placed on any of the properties of Target which remains in existence on the date hereof or will remain on the Closing Date; (d) any material obligation or liability of any nature, whether accrued, absolute, contingent or otherwise, asserted or unasserted, incurred or become subject to any liabilities (absolute or contingent) except current by Target other than obligations and liabilities incurred in the ordinary course of business that are comparable in nature and amount to not prohibited by the current liabilities incurred in the ordinary course terms of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s businessthis Agreement; (iiie) discharged any purchase, sale or satisfied other disposition, or any lien agreement or encumbrance other arrangement for the purchase, sale or paid other disposition, of any obligation of the material properties or liability (absolute or contingent), assets of Target other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representativesas contemplated by this Agreement; (viif) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customer; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one year, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty lossloss of Target properties or assets, whether or not covered by insurance; (xiiig) experienced any declaration, setting aside or payment of any dividend by Target or the making of any other distribution in respect of the capital stock of Target or any direct or indirect redemption, purchase or other acquisition by Target of its own capital stock; (h) any material problems labor trouble or material claim of unfair labor practices involving Target; any material change in the compensation payable or to become payable by Target to any of its officers or employees other than normal merit increases in accordance with labor its usual practices, or management any bonus payment or arrangement made to or with any of such officers or employees; (i) any material change with respect to the officers of Target; (j) any payment or discharge of a material lien or liability of Target which was not shown on the Most Recent Balance Sheet or incurred in connection with the terms ordinary course of business thereafter; (k) any obligation or liability incurred by Target to any of its officers, directors, shareholders or employees, including any material increases in compensation, or any loans or advances made by Target to any of its officers, directors, shareholders or employees, except normal compensation and conditions expense allowances payable to directors, officers or employees; (l) any change in accounting methods or practices of their employmentTarget; (m) any other material transaction entered into by Target other than transactions in the ordinary course of business; or (xivn) entered into an agreement, written any agreement or understanding whether in writing or otherwise, for Target to take any of the foregoing actionsactions specified in paragraphs (a) through (m) above.

Absence of Certain Developments. Except as set forth on provided in SEC Documents or in Schedule 2.01(aa3.1(z) hereto, since September 30December 31, 2008 1999 neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000500,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa2.1(z) hereto, since September 30March 31, 2008 2001, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Form 10-KSB, the Form 10-Q or on Schedule 2.01(aa2.1(c) hereto, since September June 30, 2008 2008, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor therefore that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on provided in SEC Documents or in Schedule 2.01(aa3.1(y) hereto, since September 30March 31, 2008 2000, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000500,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.01(aa) hereto2.1(z), since September 30, 2008 2009, neither the Company Company, the non-PRC Subsidiaries, nor any subsidiary hasthe PRC Subsidiary have: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiarySubsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) hereto, since September 30, 2008 2009 neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customer; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one year, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or on Schedule 2.01(aa2.1(z) hereto, since September 30, 2008 2004, neither the Company nor any subsidiary Subsidiary has: : (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; thereto other than under the Company's stock option plans; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s Subsidiary's business; ; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; ; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; ; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; ; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person Person except to customers in the ordinary course of business or to the Purchasers or their representatives; ; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customer; business; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; ; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; 25,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; ; (xi) made charitable contributions or pledges in excess of $10,000; 25,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; ; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) effected any two or more events of the foregoing kind which in the aggregate would cause a Material Adverse Effect; or (xv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.01(aa) hereto2.1(y), since September 30December 31, 2008 2012, neither the Company nor any subsidiary hasthe Subsidiaries have: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiarySubsidiary’s business; (iii) discharged or satisfied any lien or encumbrance Lien or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Form 10-KSB, the Form 10-QSB or on Schedule 2.01(aa2.1(c) hereto, since September 30March 31, 2008 2008, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.01(aa) hereto2.1(y), since September June 30, 2008 2010, neither the Company Company, the non-PRC Subsidiary, nor any subsidiary hasthe PRC Subsidiaries have: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiarySubsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company, the non-PRC Subsidiary or either of the PRC Subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth provided in SEC Documents or on Schedule 2.01(aa3.1(y) hereto, since September 30March 31, 2008 2000, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000500,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) SCHEDULE 4.08 hereto, since September 30December 31, 2008 neither the Company nor any subsidiary has2005, Parent has not: (ia) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s Parent's business; (iiic) discharged or satisfied any material lien or encumbrance or paid a material amount of any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (ve) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, which sale, assignment or transfer has had a Material Adverse Effect, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (viig) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor that aggregate in excess of $50,00025,000; (xj) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xik) made charitable contributions or pledges in excess of $10,00025,000; (xiil) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiim) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivn) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) heretoSince December 31, since September 302008, 2008 neither the Company nor any subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent)) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of businessbusiness which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting; (xv) issued any equity securities to any officer, director or affiliate, except pursuant to existing Company stock option plans; (xvi) taken any steps to seek protection pursuant to any bankruptcy or similar law; or (xivxvii) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) hereto3.17 of the Company Disclosure Schedule, since September 30December 31, 2008 neither 2016, the Company nor any subsidiary hashas not: (ia) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iiic) discharged or satisfied any material lien or encumbrance or paid a material amount of any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (ve) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, which sale, assignment or transfer has had a Material Adverse Effect, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Parent or their its representatives; (viig) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor that aggregate in excess of $50,00025,000; (xj) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xik) made charitable contributions or pledges in excess of $10,00025,000; (xiil) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiim) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) or entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.01(aa) hereto2.1(z), since September 30February 28, 2008 2006, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) hereto2.1(z), since September June 30, 2008 2006, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) hereto, since Since September 30, 2008 neither 2007, the Company nor any subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent)) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of businessbusiness which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting; (xv) issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans; (xvi) taken any steps to seek protection pursuant to any bankruptcy or similar law; or (xivxvii) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) heretoin the Super 8-K, since September 30April 29, 2008 2009, neither the Company nor any subsidiary Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $5,000 or incurred or become subject to any other liabilities in excess of $5,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s businessbusiness of the Company and its Subsidiaries; (iii) discharged or satisfied any lien or encumbrance in excess of $5,000 or paid any obligation or liability (absolute or contingent)) in excess of $5,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $5,000 individually or $10,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $5,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $5,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchasers’ or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,0005,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,0001,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) hereto, since Since September 30, 2008 neither 2010, the Company nor any subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto, except for shares described herein as being issued and outstanding; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled cancelled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their respective representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,00050,000 in the aggregate; (x) except for this Agreement and the Merger Agreement, entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00010,000 in the aggregate; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) except for this Agreement and the Merger Agreement, entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) heretoSince March 31, since September 302007, 2008 neither the Company nor any subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto, except pursuant to the exercise or conversion of securities outstanding as of such date; (ii) borrowed any amount in excess of $100,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $100,000 or paid any obligation or liability (absolute or contingent)) in excess of $100,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $100,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $100,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of businessbusiness which has not been disclosed in the Commission Documents; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) altered its method of accounting; (xv) issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans; (xvi) taken any steps to seek protection pursuant to any bankruptcy or similar law; or (xivxvii) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.01(aa) hereto2.1(y), since September June 30, 2008 2010, neither the Company Company, the non-PRC Subsidiary, nor any subsidiary hasthe PRC Subsidiaries have: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiarySubsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company, the non-PRCSubsidiary or either of the PRC Subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) hereto4.22 and as contemplated herein, since September 30March 31, 2008 neither 1998 the Company nor any subsidiary hashas not: (ia) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s 's business; (iiic) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of businessbusiness consistent with past practices; (ivd) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (ve) mortgaged or pledged any of its assets, tangible or intangible, or subjected them to any lien, charge or other encumbrance, except liens for current property taxes not yet due and payable; (f) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of businessbusiness consistent with past practices; (vig) sold, assigned or transferred any patents, patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person persons except to customers potential customers, investors or corporate or academic partners or collaborators in the ordinary course of business or to the Purchasers or their representativesconsistent with past practices; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customer; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor that aggregate in excess of $50,000200,000.00; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one year, whether or not in the ordinary course of business; (xij) made charitable contributions or pledges in excess of $10,0005,000 in the aggregate; (xiik) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiil) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivm) entered into an agreement, written effected or otherwise, agreed to take do any of the foregoing actionsforegoing.

Absence of Certain Developments. Except as set forth on provided in SEC Documents or in Schedule 2.01(aa4.1(bb) hereto, since September April 30, 2008 2000, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information information, to any person except to customers in the ordinary course of business or to the Purchasers Investors or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000500,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one year, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.01(aa) hereto2.1(z), since September 30February 28, 2008 2007, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation compensation, except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) heretodescribed in the ------------------------------- Disclosure Letter, since September 30the Balance Sheet Date, 2008 neither the Company nor any subsidiary has: Subsidiary has (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any material liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that are comparable in nature incurred, and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal yearunder contracts entered into, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; ; (ivii) declared mortgaged, pledged or made subjected to lien, charge or any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made encumbrance any agreements so to purchase or redeem, any shares of its capital stock; assets, tangible or intangible, except Permitted Liens; (viii) sold, assigned or transferred any other of its tangible assets, or intangible assets or rights or canceled any debts or claims, obligations except in the ordinary course of business; ; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (viiiv) suffered any substantial material losses of assets (whether tangible or intangible) or rights (including without limitation, license rights), or waived any rights of material value, substantial value (whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customer; ); (viiiv) made any changes in employee officer compensation except in the ordinary course of business and for annual increases consistent with past practices; ; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (xvi) entered into any other contract or agreement involving payment obligations of more than $25,000 material transaction other than in the ordinary course of business, except for the transactions contemplated by this Agreement; (vii) made any material change in any of its material contracts, its Certificate or entered into Articles of Incorporation or Bylaws (or other organizational documents), or in any arrangements or agreements of any nature relating to its officers and directors; (viii) granted any stock options or other material contract rights to acquire its capital stock or agreement involving payment obligations modified any outstanding stock options, grants, awards or other rights to acquire its capital stock; (ix) become aware of more than $50,000 or performable over a period of more than one year, whether or not any change in the ordinary course of regulatory climate applicable to its business; , including any proposed legislation or regulations which could have a Material Adverse Effect or (xix) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) otherwise experienced any material problems with labor change in its assets, financial condition or management in connection with the terms and conditions results of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actionsoperation.

Absence of Certain Developments. Except as set forth on provided in Form 10-KSB, ------------------------------- 10-QSB or in Schedule 2.01(aa2.1(z) hereto, since September 30March 31, 2008 2001, neither the Company --------------- nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except Since September 30, 2008, except as set forth on Schedule 2.01(aa) heretoin the Commission Documents, since September 30, 2008 neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) hereto2.1(z), since September 30December 31, 2008 2006, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth provided on Schedule 2.01(aa2.1(z) hereto, since September 30January 31, 2008 2006, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the ------------------------------- Commission Documents or on Schedule 2.01(aa2.1(z) hereto, since September June 30, 2008 2001, neither --------------- the Company nor any subsidiary Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s Subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would cause a Material Adverse Effect; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) heretoSince the date of the financial statements contained in the most recently filed Form 20-F, since September 30, 2008 neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial material losses (except for anticipated losses consistent with prior quarters) or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000500,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.01(aa) hereto2.1(y), since September 30May 23, 2008 neither 2016, other than in the ordinary course of business, the Company nor any subsidiary has:has not (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one year, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aain the Form 10-KSB, the Form 10-QSB or in Section 2.1(z) heretoof the Disclosure Schedule, since September June 30, 2008 2007, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on provided in SEC Documents or in Schedule 2.01(aa3.1(y) hereto, since September 30December 31, 2008 1999 neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000$ 500,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as set forth provided on Schedule 2.01(aa3.1(y) hereto, since September 30January 31, 2008 1999 neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.01(aa) hereto2.1(z), since September 30December 31, 2008 2009, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one year, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.01(aa2.1(z) heretoor as disclosed in the Form 10-K or the Form 8-K, since September 30, 2008 2016, neither the Company nor any subsidiary hasthe Subsidiaries have: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or on Schedule 2.01(aa2.1(z) hereto, since September 30December 31, 2008 2006, neither the Company nor any subsidiary Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect theretothereto other than under the Company's stock option plans; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s Subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person Person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,00025,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would cause a Material Adverse Effect; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on may be disclosed in this Agreement or in Schedule 2.01(aa) 1.19 attached hereto, since September 30December 31, 2008 neither the Company nor any subsidiary has2006, COHQ has not: (ia) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s COHQs business; (iiic) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to stockholders shareholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (ve) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representativesbusiness; (viig) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor that aggregate in excess of $50,00010,000; (xj) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xik) made charitable contributions or pledges in excess of $10,000; (xiil) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiim) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (n) effected any two or more events of the foregoing kind which in the aggregate would be material to ANST or NST; or (xivo) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on provided in the SEC Documents or in Schedule 2.01(aa3.1(x) hereto, since September 30December 31, 2008 2000, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000500,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa2.1(z) hereto, since September 30December 31, 2008 2001, neither the Company nor any subsidiary Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s Subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; 25,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) 4.08 hereto, since September 30, 2008 neither 2013 (the Company nor any subsidiary hasdate of formation of the Parent), the Parent has not: (ia) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiaryParent’s business; (iiic) discharged or satisfied any material lien or encumbrance or paid a material amount of any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (ve) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, which sale, assignment or transfer has had a Material Adverse Effect, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (viig) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viiih) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ixi) made capital expenditures or commitments therefor that aggregate in excess of $50,00025,000; (xj) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xiik) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiil) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivm) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on provided in SEC Documents or in Schedule 2.01(aa3.1(y) hereto, since September 30May 31, 2008 2000, neither the Company nor any subsidiary has: (i) issued any stockshares, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders shareholders with respect to its stockshares, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,0002,000,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as set forth in the Commission Documents or on Schedule 2.01(aa2.1(z) hereto, since September 30, 2008 neither the 2002, Company nor any subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s 's business; (iii) discharged or satisfied any material lien or encumbrance or paid a material amount of any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, which sale, assignment or transfer has had a Material Adverse Effect, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,00025,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth disclosed on Schedule 2.01(aa) hereto2.1(z), since September 30, 2008 neither the Company nor any subsidiary hasthe Subsidiaries have: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on provided in SEC Documents or in Schedule 2.01(aa3.1(z) hereto, since September June 30, 2008 1999 neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000$ 1,000,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as set forth disclosed in the Commission Documents or on Schedule 2.01(aa) hereto2.1(z), since September June 30, 2008 2013, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $200,000 or paid any obligation or liability (absolute or contingent)) in excess of $200,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $200,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation compensation, except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000200,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) SCHEDULE 4.08 hereto, since September 30December 31, 2008 neither the Company nor any subsidiary has:2005, Parent has not; (ia) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (iib) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s Parent's business; (iiic) discharged or satisfied any material lien or encumbrance or paid a material amount of any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (ivd) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (ve) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vif) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, which sale, assignment or transfer has had a Material Adverse Effect, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (viig) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customer; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one year, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa2.1(z) hereto, since September 30December 31, 2008 2001, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any material lien or encumbrance or paid any material obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any material debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor therefore that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth in the Commission Documents or on Schedule 2.01(aa2.1(z) hereto, since September 30December 31, 2008 2005, neither the Company nor any subsidiary Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect theretothereto other than under the Company's stock option plans; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s Subsidiary's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person Person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor therefore that aggregate in excess of $50,00025,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would cause a Material Adverse Effect; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) heretomay be disclosed in the Commission Documents, since September 30December 31, 2008 2005, neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000100,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would be material to the Company or its subsidiaries; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on Schedule 2.01(aa) heretodisclosed in the Commission Documents, since September June 30, 2008 neither 2004, the Company nor any subsidiary hashas not: (i) issued any stock, bonds or other corporate securities or any rightsright, options or warrants with respect thereto; (ii) borrowed any amount in excess of $300,000 or incurred or become subject to any other liabilities in excess of $100,000 (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the business of the Company’s or such subsidiary’s business; (iii) discharged or satisfied any lien or encumbrance in excess of $250,000 or paid any obligation or liability (absolute or contingent)) in excess of $250,000, other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock, in each case in excess of $50,000 individually or $100,000 in the aggregate; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, in each case in excess of $250,000, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rightsrights in excess of $250,000, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial material losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000500,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xiv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except as set forth on provided in SEC Documents or in Schedule 2.01(aa3.1(z) hereto, since September 30, 2008 1999 neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000$ 500,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries.

Absence of Certain Developments. Except as set forth in the Commission Documents or on Schedule 2.01(aa2.1(z) hereto, since September 30October 31, 2008 2006, neither the Company Parent nor any subsidiary Subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect theretothereto other than under the Parent’s stock option plans; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the CompanyParent’s or such subsidiarySubsidiary’s business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person Person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,00025,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 transaction other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,00025,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; (xiv) effected any two or more events of the foregoing kind which in the aggregate would cause a Material Adverse Effect; or (xivxv) entered into an agreement, written or otherwise, to take any of the foregoing actions.

Absence of Certain Developments. Except Since December 31, 2017 and other than as set forth on Schedule 2.01(aa) heretoa result of and/or with respect to the transactions contemplated hereby and/or previously disclosed to the Purchaser in writing including in Financial Statements made available to Purchaser, since September 30, 2008 neither the Company Business nor any subsidiary Purchased Assets has: : (ia) issued suffered a Material Adverse Effect or suffered any stockmaterial theft, bonds damage, destruction or other corporate securities casualty loss that is not covered by insurance; (b) sold, leased, assigned, distributed, licensed, sublicensed, transferred or any rightsotherwise encumbered a portion of its assets or properties (tangible or intangible), options except for sales of inventory or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred services in the ordinary course of business that are comparable in nature and to unaffiliated third Persons on an arm’s length basis, or canceled without fair consideration any material debts or claims owing to or held by it; (c) entered into, amended or terminated any material Contract or License or materially changed any business practice; (d) made, granted or promised any bonus, severance, retention or other incentive amount or any wage, salary, compensation or benefit increase to the any current liabilities incurred in the ordinary course or former director, officer, employee or sales representative, group of business during the comparable portion of its prior fiscal yearemployees, as adjusted to reflect the current nature and volume of the Company’s individual service provider or such subsidiary’s business; consultant; (iiie) discharged adopted, entered into, amended or satisfied terminated any lien or encumbrance or paid any obligation or liability (absolute or contingent)Plan, other than current liabilities paid in the ordinary course of business; as required by Law; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers or their representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customer; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000; (xf) entered into any other contract transaction with any Insider (or agreement involving payment obligations any Affiliate of more than $25,000 any Insider); (g) conducted its cash management customs and practices other than in the ordinary course of businessbusiness (including with respect to maintenance of working capital balances, or entered into any other material contract or agreement involving maintenance of inventory levels, collection of accounts receivable and payment obligations of more than $50,000 or performable over a period of more than one year, whether or not in the ordinary course of business; accounts payable); (xih) made charitable contributions or pledges in excess of $10,000; (xii) suffered failed to make any material damagecapital expenditures that were previously budgeted or scheduled to be made; (i) offered any discounts on any of its products or services or any promotions, destruction rebates, coupons or casualty loss, whether special offers with respect to any of its products or not covered by insurance; (xiii) experienced any material problems services with labor or management in connection with terms and conditions that differ materially from the terms and conditions of their employmentpreviously offered by Seller with respect to the Business; or (xivj) entered into an agreement, written or otherwise, to take changed in any material respect any of the foregoing actionsterms and conditions with respect to the pricing of any of its products or services (including any terms and conditions that are ancillary to, or otherwise affect, the aggregate price paid for any of its products or services) that differ from the terms and conditions previously offered by Seller with respect to the Business; and/or (k) committed or agreed to any of the foregoing.

Absence of Certain Developments. Except as set forth on provided in SEC Documents or in Schedule 2.01(aa3.1(z) hereto, since September 30March 31, 2008 2000 neither the Company nor any subsidiary has: (i) issued any stock, bonds or other corporate securities or any rights, options or warrants with respect thereto; (ii) borrowed any amount or incurred or become subject to any liabilities (absolute or contingent) except current liabilities incurred in the ordinary course of business that which are comparable in nature and amount to the current liabilities incurred in the ordinary course of business during the comparable portion of its prior fiscal year, as adjusted to reflect the current nature and volume of the Company’s 's or such subsidiary’s 's business; (iii) discharged or satisfied any lien or encumbrance or paid any obligation or liability (absolute or contingent), other than current liabilities paid in the ordinary course of business; (iv) declared or made any payment or distribution of cash or other property to stockholders with respect to its stock, or purchased or redeemed, or made any agreements so to purchase or redeem, any shares of its capital stock; (v) sold, assigned or transferred any other tangible assets, or canceled any debts or claims, except in the ordinary course of business; (vi) sold, assigned or transferred any patent rights, trademarks, trade names, copyrights, trade secrets or other intangible assets or intellectual property rights, or disclosed any proprietary confidential information to any person except to customers in the ordinary course of business or to the Purchasers Purchaser or their its representatives; (vii) suffered any substantial losses or waived any rights of material value, whether or not in the ordinary course of business, or suffered the loss of any material amount of prospective business from an existing customerbusiness; (viii) made any changes in employee compensation except in the ordinary course of business and consistent with past practices; (ix) made capital expenditures or commitments therefor that aggregate in excess of $50,000500,000; (x) entered into any other contract or agreement involving payment obligations of more than $25,000 other than in the ordinary course of business, or entered into any other material contract or agreement involving payment obligations of more than $50,000 or performable over a period of more than one yeartransaction, whether or not in the ordinary course of business; (xi) made charitable contributions or pledges in excess of $10,000; (xii) suffered any material damage, destruction or casualty loss, whether or not covered by insurance; (xiiixii) experienced any material problems with labor or management in connection with the terms and conditions of their employment; or (xivxiii) entered into an agreement, written effected any two or otherwise, to take any more events of the foregoing actionskind which in the aggregate would be material to the Company or its subsidiaries.