Common use of Actions Pending Closing Clause in Contracts

Actions Pending Closing. From the date hereof until the Effective Time, unless otherwise agreed to in writing, each of the parties to this Agreement agree to conduct its business and operations only in the ordinary course and in substantially the same manner as heretofore conducted and the Company shall continue to make timely filings (except pursuant to valid extensions) as required by the SEC pursuant to the Securities Act and the Exchange Act and shall not take any action that will adversely affect the ability of the Company to qualify for quotation of its common stock on the over the counter bulletin board. Without limiting the generality of the foregoing, prior to the Effective Time, none of the parties to this Agreement shall, except as contemplated by this Agreement, without the prior written consent of the other parties to this Agreement, directly or indirectly, do any of the following: (a) except to the extent required by Applicable Law, as contemplated by this Agreement, amend or otherwise change the certificate of incorporation, Bylaws, operating agreement or other similar organizational document; (b) issue or authorize or propose the issuance of, sell, pledge or dispose of, grant or otherwise create, or agree to issue or authorize or propose the issuance, sale, pledge, disposition, grant or creation of any additional shares of, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of, its capital stock or any debt or equity securities convertible into or exchangeable for such capital stock; (c) purchase, redeem or otherwise acquire or retire, or offer to purchase, redeem or otherwise acquire or retire, any shares of its capital stock (including any security convertible or exchangeable into its capital stock); (d) enter into any Material Contract, except in the ordinary course of business; (e) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, reclassify, recapitalize, split, combine or exchange any of its shares of capital stock; (f) incur or become contingently liable with respect to any indebtedness for borrowed money or guarantee any such indebtedness or issue any debt securities; (g) (i) increase the compensation payable or to become payable to, or enter into any employment agreement with, any of its directors, executive officers or employees, (ii) grant any severance or termination pay to any director, officer or employee, (iii) enter into any severance agreement with any director, officer or employee, (iv) establish, adopt, enter into, terminate, withdraw from or amend in any material respect or take action to accelerate any rights or benefits under any collective bargaining agreement, any stock option plan or any employee Benefit Plan or policy, or (v) hire any employee or consultant; (h) take any action, other than reasonable actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures, except as may be required by GAAP; (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other means, any business or any corporation, partnership, association or other business entity; (j) mortgage or otherwise encumber, subject to any Lien, or sell, transfer or otherwise dispose of, any of its properties or assets that are material, individually or in the aggregate; (k) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (l) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in its financial statements or incurred in the ordinary course of business and consistent with past practice; (m) take, or agree in writing or otherwise to take, any of the actions described in Sections 6.1(a) through (l) above, or any action which would make any of the representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the parties to this Agreement from performing or cause the parties to this Agreement not to perform their respective covenants under this Agreement in any material respect; (n) waive, release, assign, settle or compromise any material rights, claims or litigation (including any confidentiality agreement); (o) authorize any of, or commit or agree to take any of, the foregoing actions; or (p) make or change any Tax election, settle any audit, claim or examination of Taxes, adopt or apply to change any method of accounting or accounting practice for Tax purposes, file any amended Tax Return, enter into any closing agreement or request a Tax ruling from a Tax authority, settle any claims for Taxes, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Taxes, Tax Return or claim for Taxes, or take any action or fail to take any action that would have a material adverse effect on the Tax liability of any of the parties to this Agreement.

Actions Pending Closing. From Chantal and the Chantal Principal Stockholder each covenants and agrees that, during the period from the date hereof of this Agreement until the Effective TimeClosing Date, unless otherwise agreed to in writingChantal shall, each other than as contemplated by this Agreement or for the purposes of effecting the parties Exchange and Closing pursuant to this Agreement agree or other than to the extent no Material Adverse Effect would be incurred, conduct its business as presently operated and operations only solely in the ordinary course, and consistent with such operation, and, in connection therewith, without the written consent of CSI: (i) shall not amend its Certificate of Incorporation or Bylaws; (ii) shall not pay or agree to pay to any employee, officer or director compensation that is in excess of the current compensation level of such employee, officer or director other than salary increases or payments made in the ordinary course and of business or as otherwise provided in substantially the same manner as heretofore conducted and the Company shall continue to make timely filings (except pursuant to valid extensions) as required by the SEC pursuant to the Securities Act and the Exchange Act and shall not take any action that will adversely affect the ability of the Company to qualify for quotation of its common stock on the over the counter bulletin board. Without limiting the generality of the foregoing, prior to the Effective Time, none of the parties to this Agreement shall, except as contemplated by this Agreement, without the prior written consent of the other parties to this Agreement, directly contracts or indirectly, do agreements with any of the following: (a) except to the extent required by Applicable Law, as contemplated by this Agreement, amend or otherwise change the certificate of incorporation, Bylaws, operating agreement or other similar organizational documentsuch employees; (biii) issue shall not merge or authorize consolidate with any other entity or propose the issuance of, sell, pledge or dispose of, grant or otherwise create, acquire or agree to issue or authorize or propose the issuance, sale, pledge, disposition, grant or creation of any additional shares of, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of, its capital stock or any debt or equity securities convertible into or exchangeable for such capital stockother entity; (civ) purchaseshall not create, redeem or otherwise acquire or retireincur, assume, or offer to purchaseguarantee any indebtedness for money borrowed, redeem except those in existence on the date hereof or otherwise acquire or retire, provided by CSI and/or any shares of its capital stock (including any security convertible or exchangeable into its capital stock)affiliates; (dv) enter into shall not make any Material Contract, capital expenditure or series of capital expenditures except in the ordinary course of business; (evi) declare, set aside, make shall not declare or pay any dividend dividends on or other distribution, payable in cash, stock, property or otherwise, make any distribution of any kind with respect to any of its capital stock, reclassify, recapitalize, split, combine or exchange any of its the shares of capital stockstock of Chantal; (fvii) incur or become contingently liable with shall pay premiums in respect to any indebtedness for borrowed money or guarantee any such indebtedness or issue any debt securitiesof all present insurance coverage of the types and in the amounts as are in effect as of the date of this Agreement; (gviii) (i) increase shall seek to preserve the compensation payable or to become payable to, or enter into any employment agreement with, any of its directors, executive officers or present employees, reputation and business organization of Chantal and Chantal's relationship with its clients and others having business dealings with it; (iiix) shall not issue any additional Chantal shares or take any action affecting the capitalization of Chantal; (x) shall use commercially reasonable efforts to comply with and not be in default or violation under any law, regulation, decree or order applicable to Chantal's business or operations where such violation would have a Material Adverse Effect; (xi) shall not grant any severance or termination pay to any director, officer or employeeany other employees of Chantal, (iii) enter into any severance agreement with any director, officer other than pursuant to agreements in effect on the date of this Agreement or employee, (iv) establish, adopt, enter into, terminate, withdraw from or amend as otherwise disclosed in any material respect or take action the documents delivered pursuant to accelerate any rights or benefits under any collective bargaining agreement, any stock option plan or any employee Benefit Plan or policy, or (v) hire any employee or consultantthis Agreement; (hxii) take shall not change any action, other than reasonable actions in of the ordinary course of business and consistent with past practice, with respect to accounting policies principles or procedurespractices used by it, except as may be required by as a result of a change in law or in GAAP, whether in respect of Taxes or otherwise; (ixiii) acquire shall not terminate or agree to acquire by merging or consolidating with, or by purchasing a waive any right of substantial equity interest in or a substantial portion of the assets of, or by any other means, any business or any corporation, partnership, association or other business entity; (j) mortgage or otherwise encumber, subject to any Lien, or sell, transfer or otherwise dispose of, any of its properties or assets that are material, individually or in the aggregate; (k) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (l) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), value other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected business; and (xiv) shall not enter into any material contract or reserved against in its financial statements or incurred commitment other than in the ordinary course of business and consistent with past practice; (m) take, or agree in writing or otherwise to take, any of the actions described in Sections 6.1(a) through (l) above, or any action which would make any of the representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the parties to this Agreement from performing or cause the parties to this Agreement not to perform their respective covenants under this Agreement in any material respect; (n) waive, release, assign, settle or compromise any material rights, claims or litigation (including any confidentiality agreement); (o) authorize any of, or commit or agree to take any of, the foregoing actions; or (p) make or change any Tax election, settle any audit, claim or examination of Taxes, adopt or apply to change any method of accounting or accounting practice for Tax purposes, file any amended Tax Return, enter into any closing agreement or request a Tax ruling from a Tax authority, settle any claims for Taxes, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Taxes, Tax Return or claim for Taxes, or take any action or fail to take any action that would have a material adverse effect on the Tax liability of any of the parties to this Agreementbusiness.

Actions Pending Closing. From the date hereof until the Effective Time, unless otherwise agreed to in writing, each of the parties to this Agreement agree to conduct its business and operations only in the ordinary course and in substantially the same manner as heretofore conducted and the Company shall continue to make timely filings (except pursuant to valid extensions) as required by the SEC pursuant to the Securities Act and the Exchange Act and shall not take any action that will adversely affect the ability of the Company to qualify for quotation of its common stock on the over the counter bulletin board. Without limiting the generality of the foregoing, prior to the Effective Time, none of the parties to this Agreement shallClosing, except as contemplated by this Agreement, without United and Shareholder each hereby represent, warrant, covenant and agree that, unless the prior written consent of the other parties to this AgreementBuyer is obtained, directly or indirectly, do United and Shareholder will not take any action which would result in a violation of any of the followingfollowing proscriptions: (a) except The Business will be carried on diligently and in the usual, regular and ordinary manner and United will use commercially reasonable best efforts to preserve its present business organization intact, keep available the services of its present officers and employees and preserve its present relationships with Persons having business dealings with it, all solely as the same relates to the extent required by Applicable LawBusiness, as contemplated by this Agreementand shall not make or institute any methods of manufacture, amend purchase, sale, lease, management, accounting or otherwise change operation in or affecting the certificate of incorporation, Bylaws, operating agreement or other similar organizational documentBusiness which are not usual and customary in the industry and consistent with United's past practices; (b) issue United will not increase or authorize decrease the compensation payable or propose the issuance of, sell, pledge to become payable to any officer or dispose of, grant or otherwise createemployee, or agree to issue or authorize or propose the issuancemake any change in any insurance, sale, pledge, disposition, grant or creation of any additional shares of, or any options, warrants, convertible securities pension or other rights employee benefit plan nor pay any commission or bonus to any of any kind to acquire any shares of, its capital stock such officers or any debt or equity securities convertible into or exchangeable for such capital stockemployees; (c) purchaseUnited will not make any change in its sales, redeem credit or otherwise acquire or retire, or offer collection terms and conditions insofar as the same relates to purchase, redeem or otherwise acquire or retire, any shares of its capital stock (including any security convertible or exchangeable into its capital stock)Business; (d) enter into United will not (i) incur any Material Contractobligation or liability or assume, guarantee, endorse or otherwise become responsible for the liabilities or obligations of any other person (whether absolute, accrued, contingent or otherwise), except normal trade or business obligations incurred in the ordinary course of business; (ii) discharge or satisfy any Lien or pay any obligation or liability (whether absolute, accrued, contingent or otherwise), other than in the ordinary course of business; (iii) mortgage, pledge, create or subject to a Lien any of the Assets; (iv) contribute, assign, transfer, lease or otherwise dispose of any of the Assets, except in the ordinary course of business, or acquire any assets or any interest therein except in the ordinary course of business; (v) amend, terminate, waive or release any rights or cancel any debt owing to or claim by United; (vi) transfer or grant any rights under any Contracts and Other Agreements, patents, inventions, trademarks, trade names, service marks or copyrights, or registrations or licenses thereof or applications therefor, or with respect to any know-how or other proprietary or trade rights; (vii) modify or change any Material Contracts; or (viii) enter into any transaction, contract or commitment which by reason of its size or otherwise is material to the Business or financial condition or which is not in the ordinary course of the Business as now conducted; (e) declareAll tangible Assets of United will be used, set asideoperated, make or pay any dividend or other distribution, payable maintained and repaired in cash, stock, property or otherwise, a manner consistent with respect to any of its capital stock, reclassify, recapitalize, split, combine or exchange any of its shares of capital stockpast practices; (f) incur United will not do any act or become contingently liable with respect omit to do any indebtedness for borrowed money act, or guarantee permit any such indebtedness act or issue omission to act, which will cause a breach by it of any debt securitiesMaterial Contract; (g) (i) increase the compensation payable or to become payable to, or enter into any employment agreement with, any of its directors, executive officers or employees, (ii) grant any severance or termination pay to any director, officer or employee, (iii) enter into any severance agreement with any director, officer or employee, (iv) establish, adopt, enter into, terminate, withdraw from or amend in United will not make any material respect or take action to accelerate any rights or benefits under any collective bargaining agreementcapital investment, any stock option plan or any employee Benefit Plan or policyother than purchasing a Reimbursable Capital Item, or (v) hire any employee or consultantwhich affects the Business without the prior written consent of Buyer; (h) take United will not permit any actioninsurance policy naming it as a beneficiary or a loss payable payee and relating to the Assets or Business to be canceled, other than reasonable actions terminated or modified or any of the coverage thereunder to lapse unless simultaneously with such termination, cancellation, or modification replacement policies providing substantially the same coverage are in the ordinary course of business full force and consistent with past practice, with respect to accounting policies or procedures, except as may be required by GAAPeffect; (i) acquire United will pay when due or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest otherwise in or a substantial portion the ordinary course consistent with past practices each of the assets offollowing: (i) any trade accounts payable, or (ii) any payments required by any other meansindentures, any business mortgages, financing agreements, loan agreements or any corporationsimilar agreements or (iii) taxes of whatever kind or nature or payments related thereto (including, partnershipwithout limitation, association estimated payments and withholding remittances), unless the amount or other business entity;applicability of such tax is being challenged by United; and (j) mortgage or otherwise encumberUnited will maintain its books, subject to any Lien, or sell, transfer or otherwise dispose of, any of its properties or assets that are material, individually or accounts and records in the aggregate; (k) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (l) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business manner and on a basis consistent with past practice of liabilities reflected or reserved against in its financial statements or incurred in the ordinary course of business and consistent with past practice; (m) take, or agree in writing or otherwise to take, any of the actions described in Sections 6.1(a) through (l) above, or any action which would make any of the representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the parties to this Agreement from performing or cause the parties to this Agreement not to perform their respective covenants under this Agreement in any material respect; (n) waive, release, assign, settle or compromise any material rights, claims or litigation (including any confidentiality agreement); (o) authorize any of, or commit or agree to take any of, the foregoing actions; or (p) make or change any Tax election, settle any audit, claim or examination of Taxes, adopt or apply to change any method of accounting or accounting practice for Tax purposes, file any amended Tax Return, enter into any closing agreement or request a Tax ruling from a Tax authority, settle any claims for Taxes, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Taxes, Tax Return or claim for Taxes, or take any action or fail to take any action that would have a material adverse effect on the Tax liability of any of the parties to this Agreementprior years.

Actions Pending Closing. From the date hereof until the Effective Time, unless otherwise agreed to in writing, each of the parties to this Agreement agree to conduct its business and operations only in the ordinary course and in substantially the same manner as heretofore conducted and the Company shall continue to make timely filings (except pursuant to valid extensionsextensions agreed to by L360) as required by the SEC pursuant to the Securities Act and the Exchange Act and shall not take any action that will adversely affect the ability of the Company to qualify for quotation of its common stock on the over OTCQB tier of the counter bulletin boardOTC Market. Without limiting the generality of the foregoing, prior to the Effective Time, none of the parties to this Agreement shall, except as contemplated by this Agreement, including in connection with L360’s delivery of updated Schedule 2.2(c) and updated Schedule 2.4(a) prior to Closing, without the prior written consent of the other parties to this Agreement, directly or indirectly, do any of the following:following (all of which shall also apply to the parties’ Subsidiaries): (a) except to the extent required by Applicable Law, or as contemplated by this Agreement, amend or otherwise change the certificate articles of incorporation, Bylaws, operating agreement or other similar organizational document; (b) issue or authorize or propose the issuance of, sell, pledge or dispose of, grant or otherwise create, or agree to issue or authorize or propose the issuance, sale, pledge, disposition, grant or creation of any additional shares of, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of, its capital stock or any debt or equity securities convertible into or exchangeable for such capital stock, except that this provision shall not be applicable to L360, provided that any change in L360’s outstanding securities shall require an applicable adjustment to the Conversion Rate and none of such actions shall cause L360’s representations and warranties not to be true and accurate as of the date made if made as of a specific date or as of the Closing Date; (c) purchase, redeem or otherwise acquire or retire, or offer to purchase, redeem or otherwise acquire or retire, any shares of its capital stock (including any security convertible or exchangeable into its capital stock), except for the cancelation of Six Hundred Thousand shares in connection with the spin-off of Kingdom Texas as set forth in Section 5.19 hereof and that this provision shall not be applicable to L360, provided that any change in L360’s outstanding securities shall require an applicable adjustment to the Conversion Rate and none of such actions shall cause L360’s representations and warranties not to be true and accurate as of the date made if made as of a specific date or as of the Closing Date; (d) enter into any Material Contract, except in the ordinary course of business; (e) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, reclassify, recapitalize, split, combine or exchange any of its shares of capital stock; (f) incur or become contingently liable with respect to any indebtedness for borrowed money or guarantee any such indebtedness or issue any debt securities, except that this provision shall not be applicable to L360, provided that any change in L360’s outstanding securities shall require an applicable adjustment to the Conversion Rate and none of such actions shall cause L360’s representations and warranties not to be true and accurate as of the date made if made as of a specific date or as of the Closing Date; (g) (i) increase the compensation payable or to become payable to, or enter into any employment agreement with, any of its directors, executive officers or employees, (ii) grant any severance or termination pay to any director, officer or employee, (iii) enter into any severance agreement with any director, officer or employee, (iv) establish, adopt, enter into, terminate, withdraw from or amend in any material respect or take action to accelerate any rights or benefits under any collective bargaining agreement, any stock option plan or any employee Benefit Plan or policy, or (v) hire any employee or consultant; (h) take any action, other than reasonable actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures, except as may be required by GAAP; (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other means, any business or any corporation, partnership, association or other business entity; (j) mortgage or otherwise encumber, subject to any Lien, or sell, transfer or otherwise dispose of, any of its properties or assets that are material, individually or in the aggregate; (k) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (l) pay, discharge or satisfy any claimsClaims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in its financial statements or incurred in the ordinary course of business and consistent with past practice; (m) take, or agree in writing or otherwise to take, any of the actions described in Sections 6.1(a5.1(a) through (l) above, or any action which would make any of the representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the parties to this Agreement from performing or cause the parties to this Agreement not to perform their respective covenants under this Agreement in any material respect; (n) waive, release, assign, settle or compromise any material rights, claims Claims or litigation (including any confidentiality agreement); (o) authorize any of, or commit or agree to take any of, the foregoing actions; or (p) make or change any Tax election, settle any audit, claim Claim or examination of Taxes, adopt or apply to change any method of accounting or accounting practice for Tax purposes, file any amended Tax Return, enter into any closing agreement or request a Tax ruling from a Tax authority, settle any claims Claims for Taxes, surrender any right to claim Claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Taxes, Tax Return or claim Claim for Taxes, or take any action or fail to take any action that would have a material adverse effect on the Tax liability of any of the parties to this Agreement.

Actions Pending Closing. From the date hereof until the Effective Time, unless otherwise agreed to in writing, each of the parties to this Agreement agree to conduct its business and operations only in the ordinary course and in substantially the same manner as heretofore conducted and the Company shall continue to make timely filings (except pursuant to valid extensions) as required by the SEC pursuant to the Securities Act and the Exchange Act and shall not take any action that will adversely affect the ability of the Company to qualify for quotation of its common stock on the over OTCQB tier of the counter bulletin boardOTC Market. Without limiting the generality of the foregoing, prior to the Effective Time, none of the parties to this Agreement shall, except as contemplated by this Agreement, without the prior written consent of the other parties to this Agreement, directly or indirectly, do any of the following:following (all of which shall also apply to LG’s Subsidiaries): (a) except to the extent required by Applicable Law, or as contemplated by this Agreement, amend or otherwise change the certificate articles of incorporation, Bylaws, operating agreement or other similar organizational document; (b) issue or authorize or propose the issuance of, sell, pledge or dispose of, grant or otherwise create, or agree to issue or authorize or propose the issuance, sale, pledge, disposition, grant or creation of any additional shares of, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of, its capital stock or any debt or equity securities convertible into or exchangeable for such capital stock, except that this provision shall not be applicable to LG, provided that any change in LG’s outstanding securities shall require an applicable adjustment to the Conversion Rate and none of such actions shall cause LG’s representations and warranties not to be true and accurate as of the Closing Date; (c) purchase, redeem or otherwise acquire or retire, or offer to purchase, redeem or otherwise acquire or retire, any shares of its capital stock (including any security convertible or exchangeable into its capital stock), except that this provision shall not be applicable to LG, provided that any change in LG’s outstanding securities shall require an applicable adjustment to the Conversion Rate and none of such actions shall cause LG’s representations and warranties not to be true and accurate as of the Closing Date; (d) enter into any Material Contract, except in the ordinary course of business; (e) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, reclassify, recapitalize, split, combine or exchange any of its shares of capital stock; (f) incur or become contingently liable with respect to any indebtedness for borrowed money or guarantee any such indebtedness or issue any debt securities, except that this provision shall not be applicable to LG, provided that any change in LG’s outstanding securities shall require an applicable adjustment to the Conversion Rate and none of such actions shall cause LG’s representations and warranties not to be true and accurate on the Closing Date; (g) (i) increase the compensation payable or to become payable to, or enter into any employment agreement with, any of its directors, executive officers or employees, (ii) grant any severance or termination pay to any director, officer or employee, (iii) enter into any severance agreement with any director, officer or employee, (iv) establish, adopt, enter into, terminate, withdraw from or amend in any material respect or take action to accelerate any rights or benefits under any collective bargaining agreement, any stock option plan or any employee Benefit Plan or policy, or (v) hire any employee or consultant; (h) take any action, other than reasonable actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures, except as may be required by GAAP; (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other means, any business or any corporation, partnership, association or other business entity; (j) mortgage or otherwise encumber, subject to any Lien, or sell, transfer or otherwise dispose of, any of its properties or assets that are material, individually or in the aggregate; (k) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (l) pay, discharge or satisfy any claimsClaims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in its financial statements or incurred in the ordinary course of business and consistent with past practice; (m) take, or agree in writing or otherwise to take, any of the actions described in Sections 6.1(a5.1(a) through (l) above, or any action which would make any of the representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the parties to this Agreement from performing or cause the parties to this Agreement not to perform their respective covenants under this Agreement in any material respect; (n) waive, release, assign, settle or compromise any material rights, claims Claims or litigation (including any confidentiality agreement); (o) authorize any of, or commit or agree to take any of, the foregoing actions; or (p) make or change any Tax election, settle any audit, claim Claim or examination of Taxes, adopt or apply to change any method of accounting or accounting practice for Tax purposes, file any amended Tax Return, enter into any closing agreement or request a Tax ruling from a Tax authority, settle any claims Claims for Taxes, surrender any right to claim Claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Taxes, Tax Return or claim Claim for Taxes, or take any action or fail to take any action that would have a material adverse effect on the Tax liability of any of the parties to this Agreement.

Actions Pending Closing. From the date hereof until the Effective Time, unless otherwise agreed to in writing, each of the parties to this Agreement agree to conduct its business and operations only in the ordinary course and in substantially the same manner as heretofore conducted and the Company shall continue to make timely filings (except pursuant to valid extensions) as required by the SEC pursuant to the Securities Act and the Exchange Act and shall not take any action that will adversely affect the ability of the Company to qualify for quotation of its common stock on the over the counter bulletin board. Without limiting the generality of the foregoing, prior to the Effective Time, none of the parties to this Agreement shall, except as contemplated by this Agreement, without the prior written consent of the other parties to this Agreement, directly or indirectly, do any of the following: (a) except to the extent required by Applicable Law, as contemplated by this Agreement, amend or otherwise change the certificate articles of incorporation, Bylaws, operating agreement or other similar organizational document; (b) issue or authorize or propose the issuance of, sell, pledge or dispose of, grant or otherwise create, or agree to issue or authorize or propose the issuance, sale, pledge, disposition, grant or creation of any additional shares of, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of, its capital stock or any debt or equity securities convertible into or exchangeable for such capital stock; (c) purchase, redeem or otherwise acquire or retire, or offer to purchase, redeem or otherwise acquire or retire, any shares of its capital stock (including any security convertible or exchangeable into its capital stock); (d) enter into any Material Contract, except in the ordinary course of business; (e) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, reclassify, recapitalize, split, combine or exchange any of its shares of capital stock; (f) incur or become contingently liable with respect to any indebtedness for borrowed money or guarantee any such indebtedness or issue any debt securities; (g) (i) increase the compensation payable or to become payable to, or enter into any employment agreement with, any of its directors, executive officers or employees, (ii) grant any severance or termination pay to any director, officer or employee, (iii) enter into any severance agreement with any director, officer or employee, (iv) establish, adopt, enter into, terminate, withdraw from or amend in any material respect or take action to accelerate any rights or benefits under any collective bargaining agreement, any stock option plan or any employee Benefit Plan or policy, or (v) hire any employee or consultant; (h) take any action, other than reasonable actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures, except as may be required by GAAP; (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other means, any business or any corporation, partnership, association or other business entity; (j) mortgage or otherwise encumber, subject to any Lien, or sell, transfer or otherwise dispose of, any of its properties or assets that are material, individually or in the aggregate; (k) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (l) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in its financial statements or incurred in the ordinary course of business and consistent with past practice; (m) take, or agree in writing or otherwise to take, any of the actions described in Sections 6.1(a) through (l) above, or any action which would make any of the representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the parties to this Agreement from performing or cause the parties to this Agreement not to perform their respective covenants under this Agreement in any material respect; (n) waive, release, assign, settle or compromise any material rights, claims or litigation (including any confidentiality agreement); (o) authorize any of, or commit or agree to take any of, the foregoing actions; or (p) make or change any Tax election, settle any audit, claim or examination of Taxes, adopt or apply to change any method of accounting or accounting practice for Tax purposes, file any amended Tax Return, enter into any closing agreement or request a Tax ruling from a Tax authority, settle any claims for Taxes, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Taxes, Tax Return or claim for Taxes, or take any action or fail to take any action that would have a material adverse effect on the Tax liability of any of the parties to this Agreement.

Actions Pending Closing. From the date hereof until the Effective Time, unless otherwise agreed to in writing, Parent, Pharmaceuticals and Merger Sub each of the parties to this Agreement agree to conduct its business and operations only in the ordinary course and in substantially the same manner as heretofore conducted and the Company Parent shall continue to make timely filings (except pursuant to valid extensions) as required by the SEC pursuant to the Securities Act and the Exchange Act and shall not take any action that will adversely affect the ability of the Company Parent to qualify for quotation of its common stock of the Parent on the over the counter bulletin board. Without limiting the generality of the foregoing, prior to the Effective Time, none of the parties to this Agreement Parent, Pharmaceuticals and Merger Sub shall, except as contemplated by this Agreement, without the prior written consent of the other parties to this Agreement, directly or indirectly, do any of the following: (a) except to the extent required by Applicable Law, as contemplated by this Agreement, as required to effect the Reverse Stock Split or as required to effect the Reincorporation, amend or otherwise change the certificate Articles of incorporation, Bylaws, operating agreement Incorporation Bylaws or other similar organizational document; (b) issue or authorize or propose the issuance of, sell, pledge or dispose of, grant or otherwise create, or agree to issue or authorize or propose the issuance, sale, pledge, disposition, grant or creation of any additional shares of, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of, its capital stock or any debt or equity securities convertible into or exchangeable for such capital stock; (c) purchase, redeem or otherwise acquire or retire, or offer to purchase, redeem or otherwise acquire or retire, any shares of its capital stock (including any security convertible or exchangeable into its capital stock); (d) enter into any Material Contract, except in the ordinary course of business; (e) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, reclassify, recapitalize, split, combine or exchange any of its shares of capital stock; (f) incur or become contingently liable with respect to any indebtedness for borrowed money or guarantee any such indebtedness or issue any debt securities; (g) (i) increase the compensation payable or to become payable to, or enter into any employment agreement with, any of its directors, executive officers or employees, (ii) grant any severance or termination pay to any director, officer or employee, (iii) enter into any severance agreement with any director, officer or employee, (iv) establish, adopt, enter into, terminate, withdraw from or amend in any material respect or take action to accelerate any rights or benefits under any collective bargaining agreement, any stock option plan or any employee Benefit Plan or policy, or (v) hire any employee or consultant; (h) take any action, other than reasonable actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures, except as may be required by GAAP; (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other means, any business or any corporation, partnership, association or other business entity; (j) mortgage or otherwise encumber, subject to any Lien, or sell, transfer or otherwise dispose of, any of its properties or assets that are material, individually or in the aggregate; (k) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (l) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in its the financial statements of RAI or incurred in the ordinary course of business and consistent with past practice; (m) take, or agree in writing or otherwise to take, any of the actions described in Sections 6.1(a) through (l) above, or any action which would make any of the representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the parties to this Agreement from performing or cause the parties to this Agreement not to perform their respective covenants under this Agreement in any material respect; (n) waive, release, assign, settle or compromise any material rights, claims or litigation (including any confidentiality agreement); (o) authorize any of, or commit or agree to take any of, the foregoing actions; or (p) make or change any Tax election, settle any audit, claim or examination of Taxes, adopt or apply to change any method of accounting or accounting practice for Tax purposes, file any amended Tax Return, enter into any closing agreement or request a Tax ruling from a Tax authority, settle any claims for Taxes, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Taxes, Tax Return or claim for Taxes, or take any action or fail to take any action that would have a material adverse effect on the Tax liability of any of the parties to this Agreement; provided, however, that nothing in this Section 5.1 shall be construed to preclude RAI from effecting the Reverse Stock Split or to preclude RAI and Pharmaceuticals from effecting the Reincorporation.

Actions Pending Closing. From the date hereof until the Effective Time, unless otherwise agreed to in writing, each of the parties to this Agreement agree to conduct its business and operations only in the ordinary course and in substantially the same manner as heretofore conducted and the Company shall continue to make timely filings (except pursuant to valid extensions) as required by the SEC pursuant to the Securities Act and the Exchange Act and shall not take any action that will adversely affect the ability of the Company to qualify for quotation of its common stock on the over the counter bulletin board. Without limiting the generality of the foregoing, prior to the Effective Time, none of the parties to this Agreement shall, except as contemplated by this AgreementAgreement (including without limitation, the transactions contemplated in connection with the Bridge Financing), without the prior written consent of the other parties to this Agreement, directly or indirectly, do any of the following: (a) except to the extent required by Applicable Law, as contemplated by this Agreement, amend or otherwise change the certificate articles of incorporation, Bylaws, operating agreement or other similar organizational document; (b) issue or authorize or propose the issuance of, sell, pledge or dispose of, grant or otherwise create, or agree to issue or authorize or propose the issuance, sale, pledge, disposition, grant or creation of any additional shares of, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of, its capital stock or any debt or equity securities convertible into or exchangeable for such capital stock; (c) purchase, redeem or otherwise acquire or retire, or offer to purchase, redeem or otherwise acquire or retire, any shares of its capital stock (including any security convertible or exchangeable into its capital stock); (d) enter into any Material Contract, except in the ordinary course of business; (e) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, reclassify, recapitalize, split, combine or exchange any of its shares of capital stock; (f) incur or become contingently liable with respect to any indebtedness for borrowed money or guarantee any such indebtedness or issue any debt securities; (g) (i) increase the compensation payable or to become payable to, or enter into any employment agreement with, any of its directors, executive officers or employees, (ii) grant any severance or termination pay to any director, officer or employee, (iii) enter into any severance agreement with any director, officer or employee, (iv) establish, adopt, enter into, terminate, withdraw from or amend in any material respect or take action to accelerate any rights or benefits under any collective bargaining agreement, any stock option plan or any employee Benefit Plan or policy, or (v) hire any employee or consultant; (h) take any action, other than reasonable actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures, except as may be required by GAAP; (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other means, any business or any corporation, partnership, association or other business entity; (j) mortgage or otherwise encumber, subject to any Lien, or sell, transfer or otherwise dispose of, any of its properties or assets that are material, individually or in the aggregate; (k) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization; (l) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in its financial statements or incurred in the ordinary course of business and consistent with past practice; (m) take, or agree in writing or otherwise to take, any of the actions described in Sections 6.1(a) through (l) above, or any action which would make any of the representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the parties to this Agreement from performing or cause the parties to this Agreement not to perform their respective covenants under this Agreement in any material respect; (n) waive, release, assign, settle or compromise any material rights, claims or litigation (including any confidentiality agreement); (o) authorize any of, or commit or agree to take any of, the foregoing actions; or (p) make or change any Tax election, settle any audit, claim or examination of Taxes, adopt or apply to change any method of accounting or accounting practice for Tax purposes, file any amended Tax Return, enter into any closing agreement or request a Tax ruling from a Tax authority, settle any claims for Taxes, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Taxes, Tax Return or claim for Taxes, or take any action or fail to take any action that would have a material adverse effect on the Tax liability of any of the parties to this Agreement.

Actions Pending Closing. From the date hereof until the Effective Time, unless Except as otherwise agreed to contemplated by this Agreement and as Arrow may otherwise consent in writing, during the period January 1, 2000 through the Closing, the Selling Shareholder shall procure that: (a) the Company and each of the parties to this Agreement agree to Subsidiary conduct its business and operations carry on their respective businesses only in the ordinary course and in substantially the same manner as heretofore conducted and regular course; (b) the Company shall continue and each Subsidiary use their respective best efforts to make timely filings preserve their respective assets, businesses and relationships with customers, suppliers and others having business relationships with each of them; (c) neither the Company nor any Subsidiary shall, sell, lease, mortgage, pledge or otherwise acquire or except pursuant as contemplated by section 8(a) dispose of any of the properties, assets or rights (including leaseholds) or cancel, compromise or otherwise terminate or agree to valid extensions) as required by the SEC pursuant to the Securities Act and the Exchange Act and shall not take cancel, compromise or otherwise terminate, any action that will adversely affect the ability debts or claims, of the Company to qualify for quotation or such Subsidiary except in the ordinary course of business, provided that, the Company may dispose of its common logistics operations at Troyes (including assets having a book value of not more than FFR 100,000) on terms satisfactory to Arrow; (d) except for increases or changes in the ordinary course of business consistent with past practice, neither the Company nor any Subsidiary shall, increase or otherwise change the rate or nature of the compensation (including, without limitation, wages, salaries, bonuses and other benefits) paid, payable or available to any of the employees of the Company or any Subsidiary; (e) neither the Company nor any Subsidiary shall: (i) change or amend its Articles of Incorporation or Bylaws or (ii) issue or sell any shares of its capital stock on of any class, or issue or sell any securities convertible into, or options with respect to, any shares of its capital stock of any class or enter into any agreement obligating it to do any of the over foregoing; (f) neither the counter bulletin board. Without Company nor any Subsidiary shall, cancel or permit any insurance policies covering its business to lapse or terminate, unless renewed or replaced by like coverage; (g) neither Company nor any Subsidiary shall make any change in its accounting principles, procedures, methods or practices, including, without limiting the generality of the foregoing, prior to any change in its policies or practices regarding the Effective Time, none appropriate level of the parties to this Agreement shall, except as contemplated by this Agreement, without the prior written consent of the other parties to this Agreement, directly provisions or indirectly, do any of the following: (a) except to the extent required by Applicable Law, as contemplated by this Agreement, amend or otherwise change the certificate of incorporation, Bylaws, operating agreement or other similar organizational documentreserves; (bh) issue neither the Company nor any Subsidiary shall pay any dividends or authorize make any distributions with respect to their respective capital stock, other than dividends or propose distributions paid by any wholly-owned Subsidiary to the issuance ofCompany, sell, pledge or dispose of, grant or otherwise createdistribute any profits, retained earnings or capital or reserves, provided that, notwithstanding the foregoing the Company will pay a dividend in the amount of FFR 8.1 million which dividend was recorded in the accounts of the Company at December 31, 1999; (i) neither the Company nor any Subsidiary shall repay any loans from the Selling Shareholder or any person affiliated with the Selling Shareholder other than repayments made to the Company; (j) neither the Company nor any Subsidiary shall borrow or agree to issue borrow any funds, guarantee or authorize or propose agree to guarantee the issuance, sale, pledge, disposition, grant or creation indebtedness of any additional shares of, third parties or incur or become subject to any options, warrants, convertible securities absolute or other rights of any kind to acquire any shares of, its capital stock contingent obligation or any debt or equity securities convertible into or exchangeable for such capital stock; (c) purchase, redeem or otherwise acquire or retire, or offer to purchase, redeem or otherwise acquire or retire, any shares of its capital stock (including any security convertible or exchangeable into its capital stock); (d) enter into any Material Contractliability, except obligations or liabilities incurred in the ordinary course of business; (ek) declare, set aside, make neither the Company nor any Subsidiary shall enter into any agreement or pay arrangement granting any dividend or other distribution, payable in cash, stock, property or otherwise, with respect preferential rights to purchase any of its capital stockassets, reclassifyproperties or rights, recapitalize, split, combine or exchange requiring the consent of any party to the transfer or assignment of any of its shares of capital stock; (f) incur or become contingently liable with respect to any indebtedness for borrowed money or guarantee any such indebtedness or issue any debt securities; (g) (i) increase the compensation payable or to become payable toassets, or enter into any employment agreement with, any of its directors, executive officers or employees, (ii) grant any severance or termination pay to any director, officer or employee, (iii) enter into any severance agreement with any director, officer or employee, (iv) establish, adopt, enter into, terminate, withdraw from or amend in any material respect or take action to accelerate any rights or benefits under any collective bargaining agreement, any stock option plan or any employee Benefit Plan or policy, or (v) hire any employee or consultant; (h) take any action, other than reasonable actions in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures, except as may be required by GAAP; (i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other means, any business or any corporation, partnership, association or other business entity; (j) mortgage or otherwise encumber, subject to any Lien, or sell, transfer or otherwise dispose of, any of its properties or assets that are material, individually or in the aggregate; (k) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganizationrights; (l) pay, discharge neither the Company nor any Subsidiary shall authorize or satisfy make any claims, liabilities single capital expenditure in excess of FFR 30,000 (or obligations the equivalent amount in another currency) or capital expenditures in excess of FFR 75,000 (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction equivalent amount in another currency) in the ordinary course of business and consistent with past practice of liabilities reflected aggregate, or reserved against in its financial statements purchase or incurred in the ordinary course of business and consistent with past practicecontract to purchase any real property; (m) take, neither the Company nor any Subsidiary shall release any provisions or agree reserves reflected in writing or otherwise to take, any the unaudited consolidated pro forma balance sheet of the actions described Company and its Subsidiaries as of September 30, 1999 referred to in Sections 6.1(aSection 3(g) through other than (li) above, or any action which would make any the releases referred to under the heading "Financial Performance" in the December 6th Letter and (ii) the release of the representations or warranties contained in this Agreement untrue or incorrect in any material respect or prevent the parties to this Agreement from performing or cause the parties to this Agreement not to perform their respective covenants under this Agreement in any material respectFFR 6.2 million tax provision; (n) waive, release, assign, settle neither the Company nor any Subsidiary shall pay its creditors otherwise than in the ordinary course or compromise any material rights, claims or litigation (including any confidentiality agreement)change its policy in relation to the payment of creditors; (o) authorize neither the Company nor any of, Subsidiary shall enter into or commit terminate any supply agreement or agree franchise agreement with any supplier relating to take any of, products sold by the foregoing actions; orCompany or such Subsidiary; (p) make or change neither the Company nor any Tax election, settle any audit, claim or examination of Taxes, adopt or apply to change any method of accounting or accounting practice for Tax purposes, file any amended Tax Return, Subsidiary shall enter into any closing agreement contract or request a Tax ruling from a Tax authoritycommitment which is outside the ordinary course of its business; and (q) Arrow and its advisors are given as soon as reasonably practicable on request, settle any claims for Taxesaccess to such facilities and information regarding the assets, surrender any right to claim a refund of Taxesliabilities, consent to any extension or waiver contracts and affairs of the limitation period applicable to any Taxes, Tax Return or claim for Taxes, or take any action or fail to take any action that would have a material adverse effect on the Tax liability of any of the parties to this AgreementCompany and each Subsidiary as Arrow may reasonably require.