THE COMPANY TO REPURCHASE SHARES
OF COMMON STOCK UPON THE TERMINATION OF SERVICES OR AN EXERCISE OF THE COMPANY'S
RIGHT OF FIRST REFUSAL UPON A PROPOSED TRANSFER;
(V)
MERGE OR CONSOLIDATE WITH ANY PERSON;
(VI)
SELL, LEASE OR OTHERWISE DISPOSE OF, OR PERMIT ANY SUBSIDIARY TO
SELL, LEASE OR OTHERWISE DISPOSE OF, MORE THAN 25% OF THE CONSOLIDATED ASSETS OF
THE COMPANY AND ITS SUBSIDIARIES (COMPUTED ON THE BASIS OF BOOK VALUE,
DETERMINED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
CONSISTENTLY APPLIED, OR FAIR MARKET VALUE, DETERMINED BY THE COMPANY'S BOARD OF
DIRECTORS IN ITS REASONABLE GOOD FAITH JUDGMENT) IN ANY TRANSACTION OR SERIES OF
RELATED TRANSACTIONS OR SELL OR PERMANENTLY DISPOSE OF ANY OF ITS OR ANY
SUBSIDIARY'S INTELLECTUAL PROPERTY RIGHTS (AS DEFINED IN THE PURCHASE
AGREEMENT);
(VII)
LIQUIDATE, DISSOLVE OR EFFECT A RECAPITALIZATION OR REORGANIZATION
IN ANY FORM OF TRANSACTION (INCLUDING, WITHOUT LIMITATION, ANY REORGANIZATION
INTO A LIMITED LIABILITY COMPANY, A PARTNERSHIP OR ANY OTHER NON-CORPORATE
ENTITY WHICH IS TREATED AS A PARTNERSHIP FOR FEDERAL INCOME TAX PURPOSES);
(VIII)
ACQUIRE OR ENTER INTO, OR PERMIT ANY SUBSIDIARY TO ACQUIRE OR
ENTER INTO, ANY INTEREST IN ANY COMPANY OR BUSINESS (WHETHER BY A PURCHASE OF
ASSETS, PURCHASE OF STOCK, MERGER OR OTHERWISE), EXCEPT ACQUISITIONS FOR
PURCHASE CONSIDERATION OF NOT MORE THAN $50,000,000 IN THE AGGREGATE, OR ANY
JOINT VENTURE;
(IX)
RECLASSIFY OR RECAPITALIZE ANY SECURITIES OF THE COMPANY OR ANY
OF ITS SUBSIDIARIES;
(X)
ENTER INTO, OR PERMIT ANY SUBSIDIARY TO ENTER INTO, THE
OWNERSHIP, ACTIVE MANAGEMENT OR OPERATION OF ANY LINE OF BUSINESS OTHER THAN THE
LINES OF BUSINESS IN WHICH THOSE ENTITIES ARE CURRENTLY ENGAGED AND OTHER
ACTIVITIES REASONABLY RELATED THERETO;
(XI)
MAKE ANY AMENDMENT TO OR RESCIND (INCLUDING, WITHOUT LIMITATION,
IN EACH CASE BY MERGER OR CONSOLIDATION) ANY PROVISION OF THE CERTIFICATE OF
INCORPORATION, ARTICLES OF INCORPORATION, BYLAWS OR SIMILAR ORGANIZATIONAL
DOCUMENTS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR FILE ANY RESOLUTION OF
THE BOARD OF DIRECTORS, BOARD OF MANAGERS OR SIMILAR
16
GOVERNING BODY WITH THE APPLICABLE SECRETARY OF STATE OF THE STATE OF FORMATION
OF THE COMPANY OR ANY OF ITS SUBSIDIARIES;
(XII)
ENTER INTO, AMEND, MODIFY OR SUPPLEMENT, OR PERMIT ANY SUBSIDIARY
TO ENTER INTO, AMEND, MODIFY OR SUPPLEMENT, ANY AGREEMENT, TRANSACTION,
COMMITMENT OR ARRANGEMENT WITH ANY OF ITS OR ANY SUBSIDIARY'S OFFICERS,
DIRECTORS, EMPLOYEES, STOCKHOLDERS OR AFFILIATES OR WITH ANY INDIVIDUAL RELATED
BY BLOOD, MARRIAGE OR ADOPTION TO ANY SUCH INDIVIDUAL OR WITH ANY ENTITY IN
WHICH ANY SUCH PERSON OR INDIVIDUAL OWNS A BENEFICIAL INTEREST, EXCEPT FOR
CUSTOMARY EMPLOYMENT ARRANGEMENTS AND BENEFIT PROGRAMS ON REASONABLE TERMS AND
EXCEPT AS OTHERWISE EXPRESSLY CONTEMPLATED BY THIS AGREEMENT OR THE PURCHASE
AGREEMENT;
(XIII)
CREATE, INCUR, GUARANTEE, ASSUME OR SUFFER TO EXIST, OR PERMIT
ANY SUBSIDIARY TO CREATE, INCUR, GUARANTEE, ASSUME OR SUFFER TO EXIST,
INDEBTEDNESS FOR BORROWED MONEY AND/OR CAPITALIZED LEASE OBLIGATIONS EXCEEDING
AN AGGREGATE PRINCIPAL AMOUNT OF $50,000,000 OUTSTANDING AT ANY TIME ON A
CONSOLIDATED BASIS, OTHER THAN PURSUANT TO CREDIT FACILITIES IN EFFECT ON THE
DATE OF THIS AGREEMENT