Operations of the Purchaser. (a) Except as set forth on Schedule 4.15 hereto, since September 30, 2000, or as otherwise set forth in any filings by the Purchaser with the Commission through its EDGAR System, th▇ ▇▇▇chaser has not: (i) amended its Certificate of Incorporation or By-laws or merged with or into or consolidated with any other person, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business; (ii) issued or sold or purchased, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue or sell or purchase, any shares of its capital stock; (iii) entered into or amended any employment agreement, entered into or amended any agreement with any labor union or association representing any employee, adopted, entered into, or amended any employee benefit plan; (iv) incurred any indebtedness for borrowed money; (v) declared or paid any dividends or declared or made any other distributions of any kind to its stockholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock; (vi) materially reduced its cash or short term investments or their equivalent; (vii) waived any right of material value to its business; (viii) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it; (ix) materially changed any of its business policies; (x) approved, granted or paid any wage or salary increase in excess of $25,000 per annum, or any bonus in excess of $5,000, or any increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents, brokers, independent contractors or other representatives, or any accrual for or commitment or agreement to make or pay the same; (xi) made any loan or advance to any of its stockholders, officers, directors, employees, consultants, agents, brokers, independent contractors or other representatives (other than travel, entertainment or business expense advances made in the ordinary course of business), or made any other loan or advance otherwise than consistently with past practice in the ordinary course of business; (xii) made any payment or commitment to pay any severance or termination pay to any of its officers, directors, consultants, agents, brokers, independent contractors or other representatives, other than payments or commitments to pay persons other than its officers, directors or stockholders made in the ordinary course of business; (xiii) entered into any lease (as lessor or lessee); sold, abandoned or made any other disposition of any of its assets or properties (except in the ordinary course of business); granted or suffered any lien or other encumbrance on any of its assets or properties; entered into (except in the ordinary course of business) or amended any contract or other agreement to which it is a party, or by or to which it or its assets or properties are bound or subject, or pursuant to which it agrees to indemnify any party or to refrain from competing with any party; (xiv) except in the ordinary course of business and in amounts less than $10,000 in each case, incurred or assumed any Liability; (xv) made any acquisition of or entered into any agreement to acquire all or any part of the assets, properties, capital stock or business of any other person; (xvi) failed to pay timely any of its material liabilities in accordance with their terms or otherwise in the ordinary course of business; and (xvii) except in the ordinary course of business, entered into any other material contract or other agreement or other material transaction. (b) The Purchaser will not, between the date hereof and the Closing, without the prior written consent of Company Stockholder, do any of the things listed in clauses (i) through (xvii) of Section 4.15(a).
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Operations of the Purchaser. (a) Except as set forth on Schedule 4.15 hereto, since September 30the date of its last filing pursuant to Section 15(d) of the Securities Exchange Act of 1934, 2000as amended, or as otherwise set forth in any filings by the Purchaser with the Commission through its EDGAR System, th▇ ▇▇▇chaser has not:
(i) amended its Certificate Articles of Incorporation or By-laws or merged with or into or consolidated with any other person, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business;
(ii) issued or sold or purchased, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue or sell or purchase, any shares of its capital stock;
(iii) entered into or amended any employment agreement, entered into or amended any agreement with any labor union or association representing any employee, adopted, entered into, or amended any employee benefit plan;
(iv) incurred any indebtedness for borrowed money;
(v) declared or paid any dividends or declared or made any other distributions of any kind to its stockholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock;
(vi) materially reduced its cash or short term investments or their equivalent;
(vii) waived any right of material value to its business;
(viii) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it;
(ix) materially changed any of its business policies;
(x) approved, granted or paid any wage or salary increase in excess of $25,000 per annum, or any bonus in excess of $5,000, or any increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents, brokers, independent contractors or other representatives, or any accrual for or commitment or agreement to make or pay the same;
(xi) made any loan or advance to any of its stockholders, officers, directors, employees, consultants, agents, brokers, independent contractors or other representatives (other than travel, entertainment or business expense advances made in the ordinary course of business), or made any other loan or advance otherwise than consistently with past practice in the ordinary course of business;
(xii) made any payment or commitment to pay any severance or termination pay to any of its officers, directors, consultants, agents, brokers, independent contractors or other representatives, other than payments or commitments to pay persons other than its officers, directors or stockholders made in the ordinary course of business;
(xiii) entered into any lease (as lessor or lessee); sold, abandoned or made any other disposition of any of its assets or properties (except in the ordinary course of business); granted or suffered any lien or other encumbrance on any of its assets or properties; entered into (except in the ordinary course of business) or amended any contract or other agreement to which it is a party, or by or to which it or its assets or properties are bound or subject, or pursuant to which it agrees to indemnify any party or to refrain from competing with any party;
(xiv) except in the ordinary course of business and in amounts less than $10,000 in each case, incurred or assumed any Liability;
(xv) made any acquisition of or entered into any agreement to acquire all or any part of the assets, properties, capital stock or business of any other person;
(xvi) failed to pay timely any of its material liabilities in accordance with their terms or otherwise in the ordinary course of business; and
(xvii) except in the ordinary course of business, entered into any other material contract or other agreement or other material transaction.
(b) The Purchaser will not, between the date hereof and the Closing, without the prior written consent of Company Stockholder, do any of the things listed in clauses (i) through (xvii) of Section 4.15(a).
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