Operation of Parent. (a) Except as specifically provided in this Agreement between the date of this Agreement and the Effective Time, Parent shall: (i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices; (ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith; (iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required by this Agreement; (iv) pay all taxes when due and file all Parent Tax Returns on or before the due date therefor except to the extent disputed in good faith; (v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); (vi) withhold all taxes required to be withheld and remitted by or on behalf of the Parent in connection with amounts paid or owing to any Parent personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose; (vii) make all required filings on a timely basis with the SEC or any other state, federal or local regulatory body, including, without limitation, making all filings under the Securities Act and the Exchange, on a timely basis so as to maintain Parent’s status as a reporting company in good standing under the Exchange Act; and (viii) comply with the listing requirements of, and take all steps reasonably necessary to maintain Parent’s listing on, the OTC Bulletin Board. (b) Without the prior written consent of the Company, between the date of this Agreement and the Effective Time (or termination of this Agreement), neither Parent nor Merger Sub shall: (i) issue any capital stock (except for the issuance of Parent Common Stock or common stock of Merger Sub specifically contemplated by this Agreement) or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of Parent or Merger Sub; (ii) directly or indirectly redeem, purchase, sell or otherwise acquire any capital stock of Parent, except as specifically contemplated by this Agreement; (iii) grant any increase in the compensation payable, or to become payable, to any Parent or Merger Sub personnel or enter into any bonus, insurance, pension, severance, change-in-control or other benefit plan, payment, agreement or arrangement for or with any Parent or Merger Sub personnel, except as consistent with past practices in the ordinary course of business; (iv) borrow or agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to Parent or Parent Sub; (v) except as specifically contemplated by this Agreement, the Letter of Intent or by the LCC Merger Agreement, enter into any agreement, contract, lease or other commitment; (vi) place or allow to be placed a lien on any of the assets of Parent or Merger Sub; (vii) except as specifically contemplated by this Agreement, cancel, discount or otherwise compromise any indebtedness owing to Parent or any claims which Parent may possess or waive any rights of material value; (viii) sell or otherwise dispose of any assets of Parent, except in the ordinary course of business consistent with past practices; (ix) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment; (x) violate any law or governmental approval, including, without limitation any federal or state securities laws; (xi) make any loan, advance, distribution or payment of any type or to any Person other than as specifically contemplated by this Agreement or the LCC Merger Agreement; (xii) amend its Articles of Incorporation or Bylaws; (xiii) merge or consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any Person or division thereof; (xiv) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices; (xv) lease or purchase or agree to lease or purchase any assets or properties; or (xvi) take any action or series of actions that results in or is likely to result in (i) the delisting of the Parent Common Stock from trading on the OTC Bulletin Board, or (ii) Parent losing its status as a reporting company in good standing under the Exchange Act.
Appears in 1 contract
Sources: Merger Agreement (Intrac Inc)
Operation of Parent. From the Execution Date until the Closing, Parent shall (ai) Except as specifically provided conduct its business operations in this Agreement between the date Ordinary Course of this Agreement Business, (ii) preserve substantially intact its business organization and (iii) preserve its present relationships and goodwill with customers, suppliers and other Persons with which it has material business relations. Without limiting the generality of the foregoing, except for any requirements of CMS or any other Governmental Authority, Parent shall not take any of the following actions from the Execution Date until the Effective Time, Parent shall:
(i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices;
(ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith;
(iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required by this Agreement;
(iv) pay all taxes when due and file all Parent Tax Returns on or before the due date therefor except to the extent disputed in good faith;
(v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date);
(vi) withhold all taxes required to be withheld and remitted by or on behalf of the Parent in connection with amounts paid or owing to any Parent personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose;
(vii) make all required filings on a timely basis with the SEC or any other state, federal or local regulatory body, including, without limitation, making all filings under the Securities Act and the Exchange, on a timely basis so as to maintain Parent’s status as a reporting company in good standing under the Exchange Act; and
(viii) comply with the listing requirements of, and take all steps reasonably necessary to maintain Parent’s listing on, the OTC Bulletin Board.
(b) Without the prior written consent of the Company, between the date of this Agreement and the Effective Time (which consent shall not be unreasonably withheld, conditioned or termination of this Agreement), neither Parent nor Merger Sub shalldelayed:
(i) issue any capital stock (except for Amend or modify the issuance articles of incorporation or bylaws of Parent Common Stock or common amend, modify, terminate, violate the requirements of, or let lapse any Permits or Licenses held by the Parent;
(ii) issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, stock of Merger Sub specifically contemplated by this Agreement) or any options, warrants options or other rights to subscribe for or purchase any capital stock equity or any securities convertible into shares of capital stock or exchangeable or exercisable forother equity, or rights subscriptions, rights, warrants or options to purchase or otherwise acquire, acquire any shares of the capital stock or other equity or any securities convertible into shares of Parent or Merger Sub;
(ii) directly or indirectly redeem, purchase, sell or otherwise acquire any capital stock or other equity, or enter into other agreements or commitments of Parent, except as specifically contemplated by this Agreementany character obligating Parent to issue any such shares or convertible securities;
(iii) grant sell, assign, transfer, distribute, lease, license, impose (or cause or allow to be imposed) any increase Encumbrance (other than a Permitted Encumbrance) on, or otherwise dispose of, or agree to sell, assign, transfer, distribute, lease, license, impose (or cause or allow to be imposed) any Encumbrance (other than a Permitted Encumbrance) on, or otherwise dispose of, any material assets of Parent other than in the compensation payableOrdinary Course of Business;
(iv) amend, modify or cease performing in any respect, perform or fail to perform in any manner that could cause a material breach of or default under, or to become payableterminate (or cause termination of), to or transfer or assign (in whole or in part), any Parent Material Contract;
(v) make or Merger Sub personnel change any Tax election, adopt or change any Tax accounting method, file any amended Tax Return, enter into any bonusclosing agreement with respect to Taxes of Parent, insurancesettle or compromise any Tax claim or assessment of Parent, pensionsurrender any right to a refund with respect to Taxes of Parent, severancechange an annual reporting period, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment of Parent, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change-in-control , amendment, agreement, settlement, surrender, consent or other benefit planaction would have the effect of materially increasing the Tax liability of such entity or materially decreasing any Tax attribute of such entity;
(vi) acquire any entity or interest therein;
(vii) other than in the Ordinary Course of Business, paymentincrease the direct compensation, agreement bonus compensation, or arrangement other compensation or benefits payable to any employee, independent contractor physician, director or officer;
(viii) declare, pay, or set aside any dividend or other distribution (whether in cash, stock, or property, or any combination thereof) in respect of its capital stock or other securities or redeem, purchase or otherwise acquire or offer to acquire any shares of its capital stock or other securities;
(ix) amend any Employee Benefit Plan or Other Plan, other than amendments that are required by applicable Legal Requirements;
(x) change its authorized capital structure or authorize for issuance, issue, sell, grant, pledge or dispose of, or agree or commit to issue, sell, grant, pledge or dispose of (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class of the Company or any other securities or equity equivalents;
(xi) other than in conjunction with the Working Capital Note, (i) prepay any loans (if any) from Parent’s shareholders (in their capacity as such), officers or directors or any Person affiliated with any Parent of the foregoing, (ii) make any change in its borrowing arrangements, (iii) waive, release or Merger Sub personnelassign any material rights or claims, other than in the Ordinary Course of Business or (iv) incur any Indebtedness other than under its existing credit facilities;
(xii) make, authorize or incur any capital expenditures which individually exceed $50,000, or in the aggregate, exceed $250,000, except as consistent with past practices in the ordinary course Ordinary Course of Business;
(xiii) change, alter or terminate any promotions, discounts, pricing, credit, payment or other terms with any customer or vendor, except in the Ordinary Course of Business;
(xiv) enter into any new line of business or discontinue any line of business;
(ivxv) borrow make any change in the policies or agree practices of Parent with respect to borrow any fundsthe payment of accounts payable or accrued expenses, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations collection of othersaccounts receivable, or draw or borrow on any lines cash management (including with respect to purchases of inventory and supplies, repairs and maintenance, levels of capital expenditures, pricing and credit that may be available to Parent or Parent Subpractices and operation of cash management practices generally) except in the Ordinary Course of Business;
(vxvi) except make any change in the accounting practices or principles with regard to Parent, other than as specifically contemplated required by this Agreement, the Letter of Intent or by the LCC Merger Agreement, enter into any agreement, contract, lease or other commitmentGAAP;
(vixvii) place or allow to be placed a lien on any of the assets of Parent or Merger Sub;
(vii) except as specifically contemplated by this Agreementlapse, cancelfail to maintain, discount or otherwise compromise any indebtedness owing to Parent or any claims which Parent may possess or waive any rights of material value;
(viii) sell abandon or otherwise dispose of any assets of Parent, or properties except in the ordinary course Ordinary Course of business consistent with past practicesBusiness;
(ixxviii) commit commence any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment;
(x) violate any law or governmental approval, including, without limitation any federal or state securities laws;
(xi) make any loan, advance, distribution or payment of any type or to any Person other than as specifically contemplated by this Agreement or the LCC Merger Agreement;
(xii) amend its Articles of Incorporation or Bylaws;
(xiii) merge or consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any Person or division thereof;
(xiv) make any tax election Action or settle or compromise any tax liability other than in the ordinary course of business consistent with past practicespending or threatened Action that (i) is material to Parent or (ii) involves monitoring or reporting obligations to any Governmental Authority;
(xvxix) lease incur any obligation or purchase liability to any of Parent’s officers, directors, shareholders, Business Employees or agree affiliated physicians or any loans or advances made by Parent to lease any of its officers, directors, shareholders, Business Employees or purchase affiliated physicians;
(xx) adjust, split, combine, subdivide or reclassify, or redeem, repurchase or otherwise acquire any assets shares of its capital stock or propertiesother equity interests, as the case may be, or effect any like change in the capitalization of the Company;
(xxi) enter into any strategic alliance, affiliate agreement or joint marketing arrangement or agreement;
(xxii) cancel, amend or renew any material insurance policy; or
(xvixxiii) take enter into any action executory agreement, commitment or series of actions that results in or is likely undertaking to result in (i) the delisting do any of the Parent Common Stock from trading on activities prohibited by the OTC Bulletin Boardforegoing provisions. For the avoidance of doubt, or (ii) Parent losing its status as a reporting company in good standing under nothing contained herein shall permit Company to control the Exchange Actoperation of the Parent.
Appears in 1 contract
Operation of Parent. (a) Except as specifically provided in this Agreement between the date of this Agreement and the Effective Time, Parent shall:
(i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices;
(ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith;
(iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required by this Agreement;
(iv) pay all taxes when due and file all Parent Tax Returns on or before the due date therefor therefore except to the extent disputed in good faith;
(v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date);
(vi) withhold all taxes required to be withheld and remitted by or on behalf of the Parent in connection with amounts paid or owing to any Parent personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose;
(vii) make all required filings on a timely basis with the SEC or any other state, federal or local regulatory body, including, without limitation, making all filings under the Securities Act and the Exchange, on a timely basis so as to maintain Parent’s status as a reporting company in good standing under the Exchange Act; and
(viii) comply with the listing requirements of, and take all steps reasonably necessary to maintain Parent’s listing on, the OTC Bulletin Board.
(b) Without the prior written consent of the CompanyM&G’s, between the date of this Agreement and the Effective Time (or termination of this Agreement), neither Parent nor Merger Sub shall:
(i) issue any capital stock to insiders or management of either the Parent or Merger Sub (except for the issuance of Parent Common Stock or common stock of Merger Sub specifically contemplated by this Agreement) or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of Parent or Merger Sub;
(ii) directly or indirectly redeem, purchase, sell or otherwise acquire any capital stock of Parent, except as specifically contemplated by this Agreement;
(iii) grant any increase in the compensation payable, or to become payable, to any Parent or Merger Sub personnel or enter into any bonus, insurance, pension, severance, change-in-control or other benefit plan, payment, agreement or arrangement for or with any Parent or Merger Sub personnel, except as consistent with past practices in the ordinary course of business;
(iv) borrow or agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to Parent or Parent Sub;
(v) except as specifically contemplated by this Agreement, the Letter of Intent or by the LCC Merger Agreement, enter into any agreement, contract, lease or other commitment;
(vi) place or allow to be placed a lien on any of the assets of Parent or Merger Sub;
(vii) except as specifically contemplated by this Agreement, cancel, discount or otherwise compromise any indebtedness owing to Parent or any claims which Parent may possess or waive any rights of material value;
(viii) sell or otherwise dispose of any assets of Parent, except in the ordinary course of business consistent with past practices;
(ixiii) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment;
(xiv) violate any law or governmental approval, including, without limitation any federal or state securities laws;
(xi) make any loan, advance, distribution or payment of any type or to any Person other than as specifically contemplated by this Agreement or the LCC Merger Agreement;
(xiiv) amend its Articles of Incorporation or Bylaws;
(xiii) merge or consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any Person or division thereof;
(xiv) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices;
(xv) lease or purchase or agree to lease or purchase any assets or properties; or
(xvi) take any action or series of actions that results in or is likely to result in (i) the delisting of the Parent Common Stock from trading on the OTC Bulletin Board, or (ii) Parent losing its status as a reporting company in good standing under the Exchange Act.
Appears in 1 contract
Operation of Parent. (a) Except as specifically provided in this Agreement or as contemplated by the Sunset Merger Agreement, between the date of this Agreement and the Effective Time, Parent shall:
(i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices;
(ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith;
(iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required by this Agreement;
(iv) pay all taxes when due and file all Parent Tax Returns on or before the due date therefor except to the extent disputed in good faith;
(v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date);
(vi) withhold all taxes required to be withheld and remitted by or on behalf of the Parent in connection with amounts paid or owing to any Parent personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose;
(vii) make all required filings on a timely basis with the SEC or any other state, federal or local regulatory body, including, without limitation, making all filings under the Securities Act and the Exchange, on a timely basis so as to maintain Parent’s status as a reporting company in good standing under the Exchange Act; and
(viii) comply with the listing requirements of, and take all steps reasonably necessary to maintain Parent’s listing on, the OTC Bulletin Board.
(b) Without the prior written consent of the CompanyCompany and Sunset and except as contemplated by this Agreement or the Sunset Merger Agreement, between the date of this Agreement and the Effective Time (or termination of this Agreement), neither Parent nor Merger Sub shall:
(i) issue any capital stock (except for the issuance of Parent Common Stock or common stock of Merger Sub specifically contemplated by this Agreement) or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of Parent or Merger Sub;
(ii) directly or indirectly redeem, purchase, sell or otherwise acquire any capital stock of Parent, except as specifically contemplated by this Agreement;
(iii) grant any increase in the compensation payable, or to become payable, to any Parent or Merger Sub personnel or enter into any bonus, insurance, pension, severance, change-in-control or other benefit plan, payment, agreement or arrangement for or with any Parent or Merger Sub personnel, except as consistent with past practices in the ordinary course of business;
(ivii) borrow or agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to Parent or Parent Sub;
(viii) except as specifically contemplated by this Agreement, Agreement or the Letter of Intent or by the LCC Sunset Merger Agreement, enter into any material agreement, contract, lease or other commitment;
(viiv) place or allow to be placed a lien on any of the assets of Parent or Merger Sub;
(viiv) except as specifically contemplated by this Agreement, cancel, discount or otherwise compromise any material indebtedness owing to Parent or any claims which Parent may possess or waive any rights of material value;
(viiivi) sell or otherwise dispose of any assets of Parent, except in the ordinary course of business consistent with past practices;
(ixvii) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment;
(xviii) violate any law or governmental approval, including, without limitation any federal or state securities laws;
(xiix) make any loan, advance, distribution or payment of any type or to any Person other than as specifically contemplated by this Agreement or the LCC Sunset Merger Agreement;
(xiix) amend its Articles of Incorporation or Bylaws;
(xiiixi) merge or consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any Person or division thereof;
(xivxii) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices;
(xv) lease or purchase or agree to lease or purchase any assets or properties; or
(xvixiii) take any action or series of actions that results in or is likely to result in (i) the delisting of the Parent Common Stock from trading on the OTC Bulletin Board, or (ii) Parent losing its status as a reporting company in good standing under the Exchange Act.
Appears in 1 contract
Operation of Parent. (a) Except as specifically provided in this Agreement between the date of this Agreement and the Effective Time, Parent shall:shall (and has):
(i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices;
(ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith;
(iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required by this Agreement;
(iv) pay all taxes when due and file all Parent Tax Returns on or before the due date therefor except to the extent disputed in good faith;
(v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date);
(vi) withhold all taxes required to be withheld and remitted by or on behalf of the Parent in connection with amounts paid or owing to any Parent personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose;
(vii) make all required filings on a timely basis with the SEC or any other state, federal or local regulatory body, including, without limitation, making all filings under the Securities Act and the ExchangeExchange Act, on a timely basis so as to maintain Parent’s status as a reporting company in good standing under the Exchange Act; and
(viii) comply with the listing requirements of, and take all steps reasonably necessary to maintain Parent’s listing on, the OTC Bulletin Board.
(b) Without the prior written consent of the Company, between the date of this Agreement and the Effective Time (or termination of this Agreement), neither Parent nor Merger Sub shall:shall (and neither has):
(i) issue any capital stock (except for the issuance of 25,000 shares to ▇▇▇▇ ▇▇▇▇▇▇▇▇, Parent Common Stock Stock, Exchange Warrants or common stock of Merger Sub specifically contemplated by this Agreement) or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of Parent or Merger Sub;
(ii) directly or indirectly redeem, purchase, sell or otherwise acquire any capital stock of Parent, except as specifically contemplated by this Agreement;
(iii) grant any increase in the compensation payable, or to become payable, to any Parent or Merger Sub personnel or enter into any bonus, insurance, pension, severance, change-in-control or other benefit plan, payment, agreement or arrangement for or with any Parent or Merger Sub personnel, except as consistent with past practices in the ordinary course of business;
(iv) borrow or agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to Parent or Parent Sub;
(v) except as specifically contemplated by this Agreement, the Letter of Intent or by the LCC Merger Agreement, enter into any agreement, contract, lease or other commitment;
(vi) place or allow to be placed a lien on any of the assets of Parent or Merger Sub;
(vii) except as specifically contemplated by this Agreement, cancel, discount or otherwise compromise any indebtedness owing to Parent or any claims which Parent may possess or waive any rights of material value;
(viii) sell or otherwise dispose of any assets of Parent, except in the ordinary course of business consistent with past practices;
(ix) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment;
(x) violate any law or governmental approval, including, without limitation any federal or state securities laws;
(xi) make any loan, advance, distribution or payment of any type or to any Person other than as specifically contemplated by this Agreement or the LCC Merger Agreement;
(xii) amend its Articles of Incorporation, Certificate of Designation or Bylaws other than the filing of an amendment and restatement of the Articles of Incorporation or Bylawsof Parent, in a form reasonably acceptable to the Company, which changes the authorized capital stock of the Company to include 200,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, 1,000,000 of which is designated New Parent Preferred Stock (the “Amended Articles”);
(xiii) merge or consolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any Person or division thereof;
(xiv) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices;
(xv) lease or purchase or agree to lease or purchase any assets or properties; or
(xvi) take any action or series of actions that results in or is likely to result in (i) the delisting of the Parent Common Stock from trading on the OTC Bulletin Board, or (ii) Parent losing its status as a reporting company in good standing under the Exchange Act.
Appears in 1 contract