Limitation on Certain Actions by the Company. Without the prior -------------------------------------------- written consent of KFI, which consent may be exercised or withheld in the sole discretion of KFI, the Company shall not, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, do or cause to be done any of the following, and none of the Shareholders shall vote their Shares, or give proxies or written consents, to approve any of the following: 3.2.1 enter into any Reorganization Transaction or adopt or effect any plan involving a Reorganization Transaction; 3.2.2 liquidate or dissolve or adopt any plan of liquidation or dissolution, or file any petition in bankruptcy, or enter into any assignment for the benefit of creditors; or 3.2.3 issue, sell or deliver any capital stock or debt securities (or securities convertible into capital stock or debt securities) of the Company, or any interest therein, or issue, sell or grant any warrants or options to acquire any capital stock of the Company, or any interest therein, or conduct any public offering of any of its securities, or voluntarily register any securities of the Company or the Company itself under the Securities Exchange Act of 1934, as amended; 3.2.4 amend or restate the Company's Certificate of Incorporation or Bylaws; 3.2.5 allow any KFI Competitor or any Company Competitor to use the Company's services for any purpose or to have access to any service, data or other information used or provided by the Company; 3.2.6 merge, consolidate, acquire, sell assets to or otherwise enter into any business relationship or transaction with a KFI Competitor or a Company Competitor; 3.2.7 during the three (3) year period following the Agreement Date, become a KFI Competitor, except with respect to KFI's North American executive search business involving jobs at an annual salary level of $120,000 or less. During such three (3) year period, KFI may continue to engage in such business in competition with the Company; or 3.2.8 during the two (2) year period following the Agreement Date, solicit for job placements outside of North America.
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Limitation on Certain Actions by the Company. Without the prior -------------------------------------------- written consent of KFI, which consent may be exercised or withheld in the sole discretion of KFI, the Company shall not, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, do or cause to be done any of the following, and none of the Shareholders shall vote their Shares, or give proxies or written consents, to approve any of the following:
3.2.1 enter into any Reorganization Transaction or adopt or effect any plan involving a Reorganization Transaction;
3.2.2 liquidate or dissolve or adopt any plan of liquidation or dissolution, or file any petition in bankruptcy, or enter into any assignment for the benefit of creditors; or
3.2.3 issue, sell or deliver any capital stock or debt securities (or securities convertible into capital stock or debt securities) of the Company, or any interest therein, or issue, sell or grant any warrants or options to acquire any capital stock of the Company, or any interest therein, or conduct any public offering of any of its securities, or voluntarily register any securities of the Company or the Company itself under the Securities Exchange Act of 1934, as amended;
3.2.4 amend or restate the Company's Certificate of Incorporation or BylawsBy-Laws;
3.2.5 allow any KFI Competitor or any Company Competitor to use the Company's services for any purpose or to have access to any service, data or other information used or provided by the Company;
3.2.6 merge, consolidate, acquire, sell assets to or otherwise enter into any business relationship or transaction with a KFI Competitor or a Company Competitor;
3.2.7 during the three (3) year period following the Agreement Date, become a KFI Competitor, except with respect to KFI's North American executive search business involving jobs at an annual salary level of $120,000 or less. During such three (3) year period, KFI may continue to engage in such business in competition with the Company; or
3.2.8 during the two (2) year period following the Agreement Date, solicit for job placements outside of North America.
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