Common use of Conduct of Business in the Ordinary Course Clause in Contracts

Conduct of Business in the Ordinary Course. The Company shall ----------------------------------------------- not permit to be done any act which would result in the breach of any of the covenants of the Company contained herein or which would cause the representations and warranties of the Company contained herein to become untrue or inaccurate as of any date subsequent to the date hereof. Without limiting the generality of the foregoing, the Company shall take all necessary actions to (i) operate its business diligently in the ordinary course of business as an ongoing concern and will use their best efforts to preserve intact the Company's organization and operations at current levels, to retain the services of the Company's present employees and to preserve the Company's relationships with its suppliers and customers and others having business relationships with the Company; (ii) maintain in good operating condition, ordinary wear and tear excepted, all of the Company's assets and properties which are in such condition as of the date hereof; (iii) maintain the books, accounts and records of the Company in the usual, regular and ordinary manner on a basis consistent with past practice in recent periods; (iv) refrain from entering into any contract, agreement, sales order, lease, capital expenditure or other commitment of a value in excess of $1,000.00 (other than purchases of raw materials and sales of inventory in the ordinary course of business), or from modifying, amending, canceling or terminating any of such contracts, agreements, leases or other commitments presently in force, except as expressly contemplated by this Agreement, without the prior approval of Art Exchange and the Purchasers (which approval shall not be unreasonably withheld and which may be verbal to be followed by written confirmation); (v) refrain from paying any bonus to any employee, officer or director and from declaring or paying any dividend, or making any other distribution in respect of, or from redeeming, the Nicklebys Common Stock; and (vi) refrain from issuing any capital stock of the Company or any other securities convertible into such capital stock.

Conduct of Business in the Ordinary Course. The Company Except as otherwise expressly provided in this Agreement, neither party shall ----------------------------------------------- not permit to be done any act which would result in the a material breach of any of the covenants of the Company such party contained herein or which would cause the representations and warranties of the Company such party contained herein to become untrue or inaccurate in any material respect as of any date subsequent to the date hereof. Without limiting the generality of the foregoing, the Company each party shall take all reasonably necessary actions to (i) operate its business diligently in the ordinary course of business as an ongoing concern concern, and will use their its best business efforts to preserve intact the Company's its organization and operations at current levels, levels and to retain make available to the Surviving Corporation the services of the Company's Calnetics' present employees and to preserve for the Company's Surviving Corporation the relationships of Calnetics with its suppliers and customers and others having business relationships with the Companyit; (ii) maintain in good operating condition, ordinary wear and tear excepted, all of the Company's its assets and properties which are in such condition as of the date hereof; (iii) maintain the its books, accounts and records of the Company in the usual, regular and ordinary manner manner, on a basis consistent with past practice in recent periods; (iv) refrain from entering into any contract, agreement, sales orderlease, leaseacquisition, sale of assets, capital expenditure or other commitment of a value in excess of $1,000.00 250,000 (other than purchases of raw materials and sales of inventory inventory, including sales orders, in the ordinary course of business), or from modifying, amending, canceling or terminating any of such contracts, agreements, leases or other commitments presently in force, except as expressly contemplated by this Agreement, without the prior approval of Art Exchange and the Purchasers other party (which approval shall not be unreasonably withheld and which may be verbal to be promptly followed by written confirmation); (v) refrain from paying any bonus to any employee, officer or director director, other than pursuant to any contract, agreement or arrangement existing on the date of this Agreement, or any employee other than on a basis consistent with past practice, and from declaring or paying any dividend, or making any other distribution in respect of, or from redeeming, the Nicklebys Common Stockany of its capital stock; and (vi) refrain from issuing any capital stock of the Company or any other securities convertible into such or exercisable to purchase capital stockstock other than upon exercise of existing options.

Conduct of Business in the Ordinary Course. The Except as expressly contemplated by this Agreement, the Sellers and the Company covenant and agree that, unless the Buyer shall otherwise consent in writing, the Retained Business shall be conducted only in, and the Sellers and the Company shall ----------------------------------------------- not permit take any action, and cause the Retained Subsidiary not to be done take any act which would result action, except in the breach ordinary course of any of business and in a manner consistent with past practice. The Sellers and the covenants Company further covenant that they shall and shall cause the Subsidiaries to use their respective best efforts to preserve the current business organization of the Company contained herein or which would cause and the representations Retained Subsidiary intact (including all supply, license, franchise and warranties similar relationships of such business), keep available the services of the current officers, employees, and agents of the Company contained herein to become untrue or inaccurate as of any date subsequent to and the date hereofRetained Subsidiary, and maintain the relationships and goodwill with suppliers, distributors, sales representatives, customers, clients, landlords, creditors, employees, agents, and others having business relationships with the Company and the Retained Subsidiary. Without Additionally, without limiting the generality of the foregoing, except as expressly contemplated by this Agreement (including, for the Company avoidance of doubt, for the implementation of the Restructuring), prior to the Closing Date, the Sellers and the Company, without the prior written consent of the Buyer (consent not to be unreasonably withheld) shall take all necessary actions to not, directly or indirectly: (i) operate its solicit or encourage any inquiry, discussion or proposal for; (ii) propose to negotiate with or hold discussions with respect to; (iii) enter into any agreement or understanding providing for; or (iv) take any actions or permit the Company or the Retained Subsidiary to take any actions which may cause or result in: (a) the issuance of any new shares or any security convertible into or exchangeable into shares or any option, warrant or other right to acquire shares of the Company or the Retained Subsidiary; (b) the entering into any business diligently combination between the Company or the Retained Subsidiary and any third party, including any merger, exchange of shares, sale, transfer or other conveyance of any of the shares of the Company or the Retained Subsidiary and/or the sale of any of the assets of the Company or the Retained Subsidiary related to the Retained Business, other than disposition of assets in the ordinary course of business consistent with past practice; (c) the declaration or payment of any distribution of any kind and nature to the shareholders of the Company, excluding the payment of any indebtedness to Mr. Yacov Neuwirth or Yacov Noy ▇▇▇ding▇ ▇▇▇., ▇rovided that such indebtedness is fully reflected as an ongoing concern and will use their best efforts a liability in the Reviewed Balance Sheet; (d) the creation of debt securities or the grant of any option in respect thereof or the agreement to preserve intact do so; (e) the adoption of any resolution in the Company's organization or the Retained Subsidiaries' general meetings and operations at current levels, to retain Board of Directors; (f) the services entering into a recapitalization or reorganization of the Company's present employees Company (except as required for the Restructuring) or the Retained Subsidiary or into a voluntary arrangement between the Company or the Retained Subsidiary and their respective creditors; (g) the entering into any related party transactions or the payment of any monies or the undertaking to preserve make such payments to any related party (other than to Mr. Yacov Neuwirth or ▇▇▇▇▇ ▇▇▇ Holdings Ltd. as contempl▇▇▇▇ ▇▇▇▇r Section 6.2.1(c) above), including the Company's relationships Sellers, the Excluded Subsidiaries or any of their affiliates; (h) the solicitation, negotiation of and/or acceptance of any financing offers by other Persons or the incurrence, assumption or guarantee of any debt for borrowed money and/or the creation, assumption or incurrence of any encumbrances on any material asset of the Company or the Retained Subsidiary; (i) (A) the entering into any option, employment, deferred compensation or other similar agreement (or the entering into any amendment to any such existing agreement) with its suppliers and customers and others having business relationships with any officer, director of the CompanyCompany or the Retained Subsidiary or any Retained Employee; (iiB) maintain an increase of the salary or benefits payable to the Retained Employees under any existing severance or termination pay policies or agreements; (C) the payment of or the provision for, any increase in good operating conditioncompensation, ordinary wear and tear exceptedbonus, or other benefits payable to Retained Employees, all except as required by the terms of the Company's assets and properties which are contracts or agreements in such condition as of effect on the date hereof; ; (iiij) maintain the books, accounts and records a change of the Company in the usual, regular and ordinary manner on a basis consistent with past practice in recent periods; (iv) refrain from entering into any contract, agreement, sales order, lease, capital expenditure accounting policies or other commitment of a value in excess of $1,000.00 (other than purchases of raw materials and sales of inventory in the ordinary course of business), or from modifying, amending, canceling or terminating any of such contracts, agreements, leases or other commitments presently in force, except as expressly contemplated by this Agreement, without the prior approval of Art Exchange and the Purchasers (which approval shall not be unreasonably withheld and which may be verbal to be followed by written confirmation); (v) refrain from paying any bonus to any employee, officer or director and from declaring or paying any dividend, or making any other distribution in respect of, or from redeeming, the Nicklebys Common Stock; and (vi) refrain from issuing any capital stock practices of the Company or any Subsidiary. (k) the making of any payments to or incurring any liability towards or undertaking to make any payment to any third party, other securities convertible into such capital stockthan (a) incurring liabilities and making payments directly related to the costs of services provided by the Retained Business and (b) the settlement of any of the liabilities fully reflected in the Reviewed Balance Sheet; and (c) any other payments specifically pre-approved in writing by the Buyer. (l) negotiations with any Tax authorities and/or the filing of any Tax Returns, excluding the negotiations to be conducted by the Sellers pursuant to Section 6.3.4 and subject to the restrictions set forth therein. (m) the occurrence of any of the changes or events listed in Section 4.12 above.

Conduct of Business in the Ordinary Course. The Company Seller shall not ----------------------------------------------- not permit to be done any act which would result in the breach of any of the covenants of the Company Seller or Nickleby's contained herein or which would cause the representations and warranties of the Company Seller or Nickleby's contained herein to become untrue or inaccurate as of any date subsequent to the date hereof. Without limiting the generality of the foregoing, the Company Seller shall take all necessary actions to cause Nickleby's to (i) operate its business diligently in the ordinary course of business as an ongoing concern and will use their its best efforts to preserve intact the CompanyNickleby's organization and operations at current levels, to retain the services of the CompanyNickleby's present employees and to preserve the CompanyNickleby's relationships with its suppliers and customers and others having business relationships with the CompanyNickleby's; (ii) maintain in good operating condition, ordinary wear and tear excepted, all of the CompanyNickleby's assets and properties which are in such condition as of the date hereof; (iii) maintain the books, accounts and records of the Company Nickleby's in the usual, regular and ordinary manner on a basis consistent with past practice in recent periods; (iv) refrain from entering into any contract, agreement, sales order, lease, capital expenditure or other commitment of a value in excess of $1,000.00 (other than purchases of raw materials and sales of inventory in the ordinary course of business), or from modifying, amending, canceling or terminating any of such contracts, agreements, leases or other commitments presently in force, except as expressly contemplated by this Agreement, without the prior approval of Art Exchange and the Purchasers Company (which approval shall not be unreasonably withheld and which may be verbal to be followed by written confirmation); (v) refrain from paying any bonus to any employee, officer or director and from declaring or paying any dividend, or making any other distribution in respect of, or from redeeming, the Nicklebys Nickleby's Common StockShares; and (vi) refrain from issuing any capital stock of the Company Nickleby's or any other securities convertible into such capital stock.

Conduct of Business in the Ordinary Course. The Company Except as otherwise ------------------------------------------ expressly provided in this Agreement, neither party shall ----------------------------------------------- not permit to be done any act which would result in the a material breach of any of the covenants of the Company such party contained herein or which would cause the representations and warranties of the Company such party contained herein to become untrue or inaccurate in any material respect as of any date subsequent to the date hereof. Without limiting the generality of the foregoing, the Company each party shall take all reasonably necessary actions to (i) operate its business diligently in the ordinary course of business as an ongoing concern concern, and will use their its best business efforts to preserve intact the Company's its organization and operations at current levels, levels and to retain make available to the Surviving Corporation the services of the Company's Calnetics' present employees and to preserve for the Company's Surviving Corporation the relationships of Calnetics with its suppliers and customers and others having business relationships with the Companyit; (ii) maintain in good operating condition, ordinary wear and tear excepted, all of the Company's its assets and properties which are in such condition as of the date hereof; (iii) maintain the its books, accounts and records of the Company in the usual, regular and ordinary manner manner, on a basis consistent with past practice in recent periods; (iv) refrain from entering into any contract, agreement, sales orderlease, leaseacquisition, sale of assets, capital expenditure or other commitment of a value in excess of $1,000.00 250,000 (other than purchases of raw materials and sales of inventory inventory, including sales orders, in the ordinary course of business), or from modifying, amending, canceling or terminating any of such contracts, agreements, leases or other commitments presently in force, except as expressly contemplated by this Agreement, without the prior approval of Art Exchange and the Purchasers other party (which approval shall not be unreasonably withheld and which may be verbal to be promptly followed by written confirmation); (v) refrain from paying any bonus to any employee, officer or director director, other than pursuant to any contract, agreement or arrangement existing on the date of this Agreement, or any employee other than on a basis consistent with past practice, and from declaring or paying any dividend, or making any other distribution in respect of, or from redeeming, the Nicklebys Common Stockany of its capital stock; and (vi) refrain from issuing any capital stock of the Company or any other securities convertible into such or exercisable to purchase capital stockstock other than upon exercise of existing options .