SELLER PRODUCT);
(F)
COMMENCE OR SETTLE ANY ACTIONS OR
PROCEEDINGS OR OBTAIN ANY RELEASE OF ANY THREATENED ACTIONS OR PROCEEDINGS;
(G)
DECLARE, SET ASIDE OR PAY ANY DIVIDENDS ON
OR MAKE ANY OTHER DISTRIBUTIONS (WHETHER IN CASH, STOCK, OR PROPERTY) IN RESPECT
OF ANY SHARES OF ITS CAPITAL STOCK, OR SPLIT, COMBINE, OR RECLASSIFY ANY OF ITS
CAPITAL STOCK OR ISSUE OR AUTHORIZE THE ISSUANCE OF ANY OTHER SECURITIES IN
RESPECT OF, IN LIEU OF, OR IN SUBSTITUTION FOR SHARES OF ITS CAPITAL STOCK, OR
REPURCHASE, REDEEM, OR OTHERWISE ACQUIRE, DIRECTLY OR INDIRECTLY, ANY SHARES OF
ITS CAPITAL STOCK OR ANY OPTIONS, WARRANTS, OR OTHER RIGHTS EXERCISABLE
THEREFOR;
(H)
ISSUE, GRANT, DELIVER, OR SELL OR AUTHORIZE
OR PROPOSE THE ISSUANCE, GRANT, DELIVERY OR SALE OF, OR PURCHASE OR PROPOSE THE
PURCHASE OF, ANY SHARES OF ITS CAPITAL STOCK OR SECURITIES CONVERTIBLE INTO, OR
SUBSCRIPTIONS, RIGHTS, WARRANTS, OR OPTIONS TO ACQUIRE, OR OTHER AGREEMENTS OR
COMMITMENTS OF ANY CHARACTER OBLIGATING IT TO ISSUE, ANY SUCH SHARES OR OTHER
CONVERTIBLE SECURITIES, EXCEPT UPON EXERCISE OF OPTIONS OR WARRANTS TO ACQUIRE
SELLER CAPITAL STOCK OUTSTANDING ON THE DATE OF THIS AGREEMENT AND THE
CONVERSION OF ANY SHARES OF SELLER CAPITAL STOCK OUTSTANDING ON THE DATE OF THIS
AGREEMENT PURSUANT TO THE SELLER CHARTER DOCUMENTS;
(I)
CAUSE OR PERMIT ANY AMENDMENT TO ANY OF
THE SELLER CHARTER DOCUMENTS;
(J)
ACQUIRE OR AGREE TO ACQUIRE BY MERGING
OR CONSOLIDATING WITH, OR BY PURCHASING ANY ASSETS OR EQUITY SECURITIES 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 FROM ANY PERSON;
(K)
SELL, LEASE, LICENSE, OR OTHERWISE TRANSFER
OR DISPOSE OF ANY OF ITS PROPERTIES OR ASSETS, EXCEPT FOR THE SALE OF INVENTORY
IN THE ORDINARY COURSE OF BUSINESS;
(L)
INCUR ANY INDEBTEDNESS OR GUARANTEE ANY
INDEBTEDNESS OR ISSUE OR SELL ANY DEBT SECURITIES OR GUARANTEE ANY DEBT
SECURITIES OF ANY OTHER PERSON;
(M)
MAKE OR GRANT ANY LOAN TO ANY PERSON OR AMEND
THE TERMS OF ANY OUTSTANDING CONTRACT RELATING TO INDEBTEDNESS;
(N)
CHANGE OR AMEND THE SALARIES, RATES OF
REMUNERATION, OR AMOUNT OR TERMS OF ANY BONUSES OR OTHER BENEFITS OR ANY OTHER
TERMS OF SELLER'S RELATIONSHIP WITH ANY EMPLOYEE (WHETHER PAYABLE IN CASH,
EQUITY COMPENSATION, OR OTHERWISE) OR OTHERWISE AMEND ANY EMPLOYEE CONTRACT;
(O)
GRANT ANY SEVERANCE OR TERMINATION PAY TO
ANY EMPLOYEE (WHETHER PAYABLE IN CASH, EQUITY COMPENSATION, OR OTHERWISE), OFFER
ANY RETENTION OR OTHER SPECIAL BONUS TO ANY EMPLOYEE, OR ADOPT ANY SEVERANCE,
TERMINATION, OR RETENTION PLAN, OR AMEND, MODIFY OR ALTER ANY EXISTING SEVERANCE
OR TERMINATION OR RETENTION PLAN, AGREEMENT, OR ARRANGEMENT RELATING TO ANY
EMPLOYEE;
46
(P)
EXCEPT IN CONNECTION WITH TERMINATION OF
EMPLOYEE PLANS AS OF THE CLOSING, ADOPT OR AMEND, EXCEPT AS REQUIRED BY LAW OR
PREPARATIONS FOR THE SELLER LIQUIDATION, ANY EMPLOYEE PLAN (INCLUDING TAKING ANY
ACTION TO ACCELERATE OR MODIFY THE ACCRUAL OF RIGHTS OR BENEFITS UNDER ANY
EMPLOYEE PLAN);
(Q)
REVALUE ANY OF