Common use of Conduct of the Business Prior to the Closing Date Clause in Contracts

Conduct of the Business Prior to the Closing Date. Except as contemplated in this Agreement, prior to the Closing, the Stockholders will conduct, and shall cause the Company to conduct, the Company's business only in the Ordinary Course of Business, and, without limitation of the foregoing, will: (1) not, and will cause the Company not to, make or permit any material change in the general nature of the Company's business; (2) maintain the Company's business in accordance with prudent business judgment and consistent with past practice and policy, and maintain the Company's assets in good repair, order and condition, reasonable wear and tear excepted; (3) preserve the Company as an ongoing business and use reasonable efforts to maintain the goodwill associated with the Company; (4) preserve all of the Company's Licenses; (5) cause the Company not to, enter into any material transaction or Contract involving a total commitment by or to any party thereto of more than $1,000 on an annual basis or more than $1,000 for its remaining term which cannot be terminated on no more than 60 days' notice without penalty or additional cost to the Company as the terminating party; (6) cause the Company not to, purchase, sell, lease, dispose of or otherwise transfer or make any contract for the purchase, sale, lease, disposition or transfer of, or subject to Lien, any of the assets of the Company, including without limitation, Intellectual Property, except for such dispositions in the ordinary course of business, which in the aggregate are not material, or dispositions of obsolete assets; (7) cause the Company not to, make any changes in financial policies or practices, or strategic or operating policies or practices of the Company; (8) cause the Company to comply in all material respects with all applicable Laws and permits, including without limitation those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith; (9) cause the Company not to, grant any increase or change in total compensation, benefits or pay any bonus to any employee, independent contractor, director or consultant of the Company; (10) cause the Company not to, grant or enter into or extend the term of any Contract with respect to continued employment or service for any employee, independent contractor, officer, director or consultant of the Company; (11) cause the Company not to, make any loan or advance to any Person other than to any officer, director, stockholder or employee of the Company in the Ordinary Course of Business; (12) cause the Company not to, amend any of the Company's organizational documents; (13) cause the Company not to, incur any indebtedness in excess of $1,000; and (14) cause the Company not to, enter into any Contract committing the Company to do any of the foregoing. From and after date hereof and prior to the Closing, the cash and cash equivalents of the Company will be expended only in the Ordinary Course of Business and, without limitation of the foregoing, (i) no cash or cash equivalents of the Company will be paid to any Insider (other than any employees of the Company, as such) for any reason (including repayment of advances), and (ii) no cash or cash equivalents of the Company will be expended to pay any expenses related to the transactions contemplated herein.

Conduct of the Business Prior to the Closing Date. (a) Except as permitted, required or specifically contemplated in by this Agreement, prior to including those actions contemplated in Section 6.2 of the ClosingCompany Disclosure Schedule or in this Article VI, or as required by a Governmental Authority of competent jurisdiction or by applicable Law, during the period commencing on the date hereof and continuing until the Effective Time, the Stockholders will conduct, and Company shall cause the Company to conduct, the Company's operate its business only in the Ordinary Course ordinary course of Businessbusiness and consistent with past practice in all material respects, and, without limitation of the foregoing, willincluding: (1i) notusing reasonable best efforts to (A) preserve intact the present business, (B) maintain its assets in good operating condition and will cause repair to permit their use in the continuing operation of the business, ordinary wear and tear excepted, (C) maintain the goodwill of customers, suppliers and other Persons with whom the Company otherwise has significant business relationships in connection with its business and (D) continue in all material respects the current sales, marketing and promotional activities relating to its business; (ii) causing the Books and Records to be maintained in the usual, regular and ordinary manner; and (iii) complying in all material respects with all Laws applicable to its business and promptly following receipt thereof give to Parent copies of any notice received from any Governmental Authority or other Person alleging any material violation of any such Laws. (b) Without limiting the generality of clause (a) above and subject to the exceptions therein, the Company shall not todo any of the following, unless approved or consented to in writing by Parent, which consent shall not be unreasonably withheld or delayed: (i) other than in the ordinary course of business and consistent with past practice, (A) acquire any assets for a value in excess of $100,000, (B) dispose of any assets with a value in excess of $100,000 or (C) incur any indebtedness for borrowed money, issue any debt securities or assume or guarantee the obligations of any other Person, or make any loans or advances; (ii) increase or pay any payment or benefit not required by any existing Benefit Plan or increase any salaries or wages of the Employees, other than (A) in the ordinary course of business consistent with past practice, (B) as may be required by a Governmental Authority, works council agreement or applicable Law, or (C) in accordance with regularly scheduled periodic increases or payments; (iii) enter into, modify, terminate (except in accordance with its terms) or renew (except in accordance with its terms) any material Contract or Lease, except in the ordinary course of business; (iv) permit any material asset to become subject to any Lien (except for Permitted Liens) unless such Lien is released upon or prior to Closing; (v) enter into or offer to enter into any employment, consulting or severance agreement with any person who is or would become an Employee, except with respect to any promotion or new hiring of any Employee whose annual base salary is or will be less than $100,000 so long as such promotion or new hiring is consistent with past practice; (vi) issue any shares of capital stock or rights to purchase the capital stock of the Company, except for (i) the issuance of Common Stock pursuant to stock options, stock appreciation or similar rights, as the case may be, under Benefit Plans or dividend reinvestment plans of the Company as in effect on the date hereof in the ordinary course of the operation of such plans, (ii) the issuance by a Subsidiary of shares of its capital stock to its parent and (iii) any issuance required under the Company Rights Plan; or; (vii) transfer or grant any material right under, or enter into any settlement regarding the breach or infringement of, any material Intellectual Property used in the Company’s business, or modify any existing right with respect thereto; (viii) grant or extend any power of attorney relating to the business of the Company; (ix) enter into or amend any collective bargaining or union contract or other agreement covering the Employees except as required by any applicable Law, Governmental Authority or any Benefit Plan; (x) institute, settle or agree to settle any Proceeding before any Governmental Authority that creates or imposes any material continuing obligation or restriction on the Company’s business; (xi) modify, change or otherwise alter in any material respect the fundamental nature of the Company’s business as presently conducted; (xii) make or permit any material change in the general nature of the Company's business;to its accounting methods or principles, except as required by GAAP; or (2xiii) maintain the Company's business in accordance with prudent business judgment and consistent with past practice and policy, and maintain the Company's assets in good repair, order and condition, reasonable wear and tear excepted; (3) preserve the Company as an ongoing business and use reasonable efforts otherwise commit to maintain the goodwill associated with the Company; (4) preserve all of the Company's Licenses; (5) cause the Company not to, enter into any material transaction or Contract involving a total commitment by or to any party thereto of more than $1,000 on an annual basis or more than $1,000 for its remaining term which cannot be terminated on no more than 60 days' notice without penalty or additional cost to the Company as the terminating party; (6) cause the Company not to, purchase, sell, lease, dispose of or otherwise transfer or make any contract for the purchase, sale, lease, disposition or transfer ofdo, or subject take any action or omit to Lientake any action that would result in, any of the assets of the Company, including without limitation, Intellectual Property, except for such dispositions in the ordinary course of business, which in the aggregate are not material, or dispositions of obsolete assets; (7) cause the Company not to, make any changes in financial policies or practices, or strategic or operating policies or practices of the Company; (8) cause the Company to comply in all material respects with all applicable Laws and permits, including without limitation those relating to the filing of reports and the payment of Taxes due to be paid prior to the Closing, other than those contested in good faith; (9) cause the Company not to, grant any increase or change in total compensation, benefits or pay any bonus to any employee, independent contractor, director or consultant of the Company; (10) cause the Company not to, grant or enter into or extend the term of any Contract with respect to continued employment or service for any employee, independent contractor, officer, director or consultant of the Company; (11) cause the Company not to, make any loan or advance to any Person other than to any officer, director, stockholder or employee of the Company in the Ordinary Course of Business; (12) cause the Company not to, amend any of the Company's organizational documents; (13) cause the Company not to, incur any indebtedness in excess of $1,000; and (14) cause the Company not to, enter into any Contract committing the Company to do any of the foregoing. From and after date hereof and prior to the Closing, the cash and cash equivalents of the Company will be expended only in the Ordinary Course of Business and, without limitation of the foregoing, (i) no cash or cash equivalents of the Company will be paid to any Insider (other than any employees of the Company, as such) for any reason (including repayment of advances), and (ii) no cash or cash equivalents of the Company will be expended to pay any expenses related to the transactions contemplated herein.