definiens: within the meaning of Section 368(a ) of the Code ; 37Table of Contents(xx ) Hire employees other than in the ordinary course of business;(xxi ) Terminate any Employees of the Company or its Subsidiaries or take actions that are reasonablycalculated to cause any Employees of the Company or its Subsidiaries to resign, in each case other than ( x ) in theordinary course of business or ( y ) for cause or poor performance ( in either case in accordance with the Company’spast practices);(xxii ) Make any representations or issue any communications ( including electronic communications ) toEmployees that are inconsistent with this Agreement or the transactions contemplated hereby, including anyrepresentations regarding offers of employment or other benefits from Parent;(xxiii ) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of theCompany or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any orother agreement to maintain any financial statement condition of any other Person ( other than any wholly - ownedSubsidiary of it ) or enter into any arrangement having the economic effect of any of the foregoing;(xxiv ) Make any individual or series of related payments in excess of $ 50,000 outside of the ordinary course ofbusiness or make or commit to make any capital expenditures in excess of $ 25,000, except in each case as otherwiserequired by a pre - existing contractual obligation