Common use of Operations Prior to the Closing Date Clause in Contracts

Operations Prior to the Closing Date. (a) From and after the date hereof until the Closing or the termination of this Agreement (as the case may be), the Company shall: (i) conduct its operations in the ordinary course of business in accordance with past practice; (ii) not issue or sell any of its securities (other than with respect to shares of Common Stock and other securities issued or issuable under an Employer Benefit Plan); (iii) repurchase any of its securities; (iv) not transfer, sell or otherwise dispose of any of its assets, except in the ordinary course of business in accordance with past practice; (v) not enter into or modify or amend any agreement with any 5% or greater stockholder without Purchaser’s prior written consent; (vi) not enter into any material agreement or modify or amend any existing material agreement, other than in the ordinary course of business in accordance with past practice; and (vii) not, without the prior written consent of Purchaser, (A) enter into any (1) employment agreements or issue any employment offers, other than in the ordinary course of business and on terms consistent with the Company’s existing employment practices; or (2) new bonus or stock incentive arrangements with any executive officer (except as consistent with past practice); or (B) incur any obligation to make a capital expenditure outside the ordinary course of business in excess of $20,000,000. (b) Nothing contained in this Agreement shall give to Purchaser, prior to the Closing, directly or indirectly, the right to control or direct the Company’s operations in violation of any applicable law or regulation, the Credit Agreement or the indentures governing its outstanding notes and convertible notes as disclosed in the Public Reports.