OR A SERIES OF RELATED TRANSACTIONS (I) ANY ASSETS (INCLUDING ANY
EQUITY INTERESTS) HAVING A FAIR MARKET VALUE IN EXCESS OF $100,000 OR (II) ALL
OR SUBSTANTIALLY ALL OF THE EQUITY INTERESTS OF ANY PERSON OR ANY BUSINESS OR
DIVISION OF ANY PERSON HAVING A FAIR MARKET VALUE IN EXCESS OF $250,000, BUT IN
NO EVENT SHALL THE EXPENDITURES, COMMITMENTS, OBLIGATIONS OR LIABILITIES MADE,
INCURRED OR ASSUMED, AS THE CASE MAY BE, BY EXEGY PURSUANT TO SECTIONS 7.2(D)
AND 7.2(E) EXCEED $500,000 IN THE AGGREGATE;
(F)
SELL, LEASE, LICENSE, PERFORM SERVICES, ENCUMBER OR OTHERWISE
DISPOSE OF ANY ASSETS, OTHER THAN (I) SALES OR LICENSES OF FINISHED GOODS OR THE
PERFORMANCE OF SERVICES IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE, (II) EQUIPMENT AND PROPERTY NO LONGER USED IN THE OPERATION OF EXEGY'S
BUSINESS AND (III) ASSETS RELATED TO DISCONTINUED OPERATIONS OF EXEGY OR ANY
EXEGY SUBSIDIARY;
(G)
(I) INCUR ANY MATERIAL INDEBTEDNESS FOR BORROWED MONEY OR
GUARANTEE ANY SUCH INDEBTEDNESS, (II) ISSUE OR SELL ANY DEBT SECURITIES OR
WARRANTS OR RIGHTS TO ACQUIRE ANY DEBT SECURITIES OF EXEGY, (III) MAKE ANY
LOANS, ADVANCES OR CAPITAL CONTRIBUTIONS TO OR INVESTMENTS IN, ANY OTHER PERSON,
OR (IV) GUARANTEE ANY DEBT SECURITIES OR INDEBTEDNESS OF OTHERS, EXCEPT, IN EACH
CASE, IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE;
(H)
(I) ENTER INTO ANY AGREEMENT OR ARRANGEMENT THAT LIMITS OR
OTHERWISE RESTRICTS EXEGY OR ANY SUCCESSOR THERETO OR THAT WOULD, AFTER THE
CLOSING, LIMIT OR RESTRICT EXEGY,
26
OR ANY OF ITS AFFILIATES, FROM ENGAGING OR COMPETING IN ANY LINE OF BUSINESS OR
IN ANY LOCATION, OR (II) ENTER INTO, AMEND, MODIFY OR TERMINATE ANY MATERIAL
CONTRACT, AGREEMENT OR ARRANGEMENT OF EXEGY OR OTHERWISE WAIVE, RELEASE OR
ASSIGN ANY MATERIAL RIGHTS, CLAIMS OR BENEFITS OF EXEGY THEREUNDER; PROVIDED,
HOWEVER, THAT THIS SECTION 7.2(H) SHALL NOT PREVENT EXEGY FROM ENTERING INTO
MATERIAL CONTRACTS WITH CUSTOMERS, SUPPLIERS OR DISTRIBUTORS, SO LONG AS SUCH
CONTRACTS ARE ENTERED INTO IN THE ORDINARY COURSE AND CONSISTENT WITH EXEGY'S
PRIOR PRACTICE;
(I)
(I) EXCEPT AS REQUIRED BY LAW OR A WRITTEN AGREEMENT EXISTING ON
OR PRIOR TO THE DATE HEREOF, OR AS CONSISTENT WITH PAST PRACTICE AND ROUTINE
RAISES ON ANNIVERSARY DATES, INCREASE THE AMOUNT OF COMPENSATION OF ANY DIRECTOR
OR EXECUTIVE OFFICER OR MAKE ANY INCREASE IN OR COMMITMENT TO INCREASE ANY
EMPLOYEE BENEFITS, (II) EXCEPT AS REQUIRED BY LAW, A WRITTEN AGREEMENT EXISTING
ON OR PRIOR TO THE DATE HEREOF, OR AN EXEGY SEVERANCE POLICY EXISTING AS OF THE
DATE HEREOF, GRANT ANY SEVERANCE OR TERMINATION PAY TO ANY DIRECTOR, OFFICER OR
EMPLOYEE OF EXEGY, (III) ADOPT ANY ADDITIONAL EMPLOYEE BENEFIT PLAN OR, EXCEPT
IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE AND CONTAINING
ONLY NORMAL AND CUSTOMARY TERMS, MAKE ANY CONTRIBUTION TO ANY EXISTING SUCH
PLAN, (IV) EXCEPT AS MAY BE REQUIRED BY LAW OR A WRITTEN AGREEMENT OR EMPLOYEE
BENEFIT PLAN EXISTING ON OR PRIOR TO THE DATE HEREOF, OR AS CONTEMPLATED BY THIS
AGREEMENT, ENTER INTO, AMEND IN