THEIR ASSETS AND THEIR BUSINESSES IN
SUCH AMOUNTS AND AGAINST SUCH RISKS AND LOSSES AS ARE CONSISTENT WITH PAST
PRACTICE; AND
(I)
NOT ENTER INTO ANY COMPANY AFFILIATED
TRANSACTION.
(J)
NOT TRANSFER TO ANY THIRD PERSON
OWNERSHIP OF MATERIAL COMPANY INTELLECTUAL PROPERTY;
(K)
NOT CHANGE ANY METHOD OF ACCOUNTING OR
ACCOUNTING PRACTICE BY THE COMPANY OR ANY COMPANY SUBSIDIARY, EXCEPT FOR ANY
SUCH CHANGE REQUIRED BY REASON OF A CHANGE IN GAAP OR WITH PRIOR AGREEMENT WITH
THE COMPANY'S AUDITOR;
(L)
NOT COMMENCE A LAWSUIT OTHER THAN:
(I) FOR THE ROUTINE COLLECTION OF BILLS; OR (II) IN SUCH CASES WHERE THE COMPANY
IN GOOD FAITH DETERMINES THAT FAILURE TO COMMENCE A SUIT WOULD RESULT IN A
MATERIAL IMPAIRMENT OF A VALUABLE ASPECT OF THE COMPANY'S BUSINESS, PROVIDED THE
COMPANY CONSULTS WITH PARENT PRIOR TO FILING SUCH SUIT;
(M)
NOT EXTEND AN OFFER OF EMPLOYMENT TO A
CANDIDATE FOR AN OFFICER POSITION OF VICE PRESIDENT OR ABOVE OR ANY POSITION
WITH ANNUAL COMPENSATION EQUAL TO OR GREATER THAN $80,000 WITHOUT PRIOR
CONSULTATION WITH PARENT;
(N)
NOT ENTER INTO ANY JOINT VENTURE,
PARTNERSHIP, LIMITED LIABILITY COMPANY, OR OPERATING AGREEMENT WITH ANY PERSON;
(O)
NOT ACQUIRE OR AGREE TO ACQUIRE BY MERGING
OR CONSOLIDATING WITH, OR BY PURCHASING ANY EQUITY INTEREST IN OR A PORTION OF
THE ASSETS OF, OR BY ANY OTHER MANNER, ANY BUSINESS OR ANY CORPORATION,
PARTNERSHIP, ASSOCIATION, OR OTHER BUSINESS ORGANIZATION OR DIVISION THEREOF, OR
OTHERWISE ACQUIRE OR AGREE TO ACQUIRE ANY ASSETS THAT ARE MATERIAL, INDIVIDUALLY
OR IN THE AGGREGATE, TO THE BUSINESS OF THE COMPANY;
(P)
NOT BREACH, MATERIALLY MODIFY, MATERIALLY
AMEND, OR TERMINATE ANY OF THE CONTRACTS, OR WAIVE, RELEASE, OR ASSIGN ANY
MATERIAL RIGHTS OR CLAIMS UNDER ANY OF THE CONTRACTS, EXCEPT AS EXPRESSLY
REQUIRED BY THIS AGREEMENT OR EXCEPT IN THE ORDINARY COURSE OF BUSINESS;
(Q)
NOT SETTLE, COMPROMISE, OR OTHERWISE
TERMINATE ANY LITIGATION, CLAIM, INVESTIGATION, OR OTHER SETTLEMENT NEGOTIATION;
41
(R)
NOT ENTER INTO ANY CONTRACT THAT WOULD
REQUIRE THE COMPANY OR ANY COMPANY SUBSIDIARY TO EXPEND A SUM IN EXCESS OF
$100,000;
(S)
NOT ADOPT A PLAN OF COMPLETE OR PARTIAL
LIQUIDATION, DISSOLUTION, MERGER, CONSOLIDATION, RESTRUCTURING,
RECAPITALIZATION, OR OTHER REORGANIZATION (OTHER THAN THE MERGER);
(T)
NOT PAY OR MAKE ANY ACCRUAL OR
ARRANGEMENT FOR PAYMENT OF ANY PENSION, RETIREMENT ALLOWANCE, OR OTHER EMPLOYEE
BENEFIT PURSUANT TO ANY EXISTING PLAN, AGREEMENT, OR ARRANGEMENT TO ANY OFFICER,
DIRECTOR, OR EMPLOYEE OR PAY OR AGREE TO PAY OR MAKE ANY ACCRUAL OR ARRANGEMENT
FOR PAYMENT TO ANY OFFICERS, DIRECTORS, OR EMPLOYEES OF COMPANY OF ANY AMOUNT
RELATING TO UNUSED VACATION DAYS, EXCEPT PAYMENTS, ARRANGEMENTS, AND ACCRUALS
MADE IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE OR
OTHERWISE REQUIRED BY LAW OR BY THE TERMS OF A COMPANY PLAN;
(U)
EXCEPT AS REQUIRED OR PERMITTED UNDER THIS
AGREEMENT, NOT KNOWINGLY TAKE ANY ACTION THAT WOULD OR IS REASONABLY LIKELY TO
(I) MAKE ANY REPRESENTATION OR WARRANTY OF THE COMPANY CONTAINED HEREIN
INACCURATE, (II) RESULT IN ANY OF THE CONDITIONS TO THE MERGER SET