PENDING OR THREATENED AGAINST OR AFFECTING PARENT.
4.21
EMPLOYMENT ARRANGEMENTS.
EXCEPT AS SET FORTH ON SCHEDULE 4.21(A)
HERETO, PARENT HAS NO EMPLOYMENT OR CONSULTING AGREEMENTS OR ARRANGEMENTS,
WRITTEN OR ORAL, WHICH ARE NOT TERMINABLE AT THE WILL OF PARENT, OR ANY PENSION,
PROFIT-SHARING, OPTION, OTHER INCENTIVE PLAN, OR ANY OTHER TYPE OF EMPLOYMENT
BENEFIT PLAN AS DEFINED IN ERISA OR OTHERWISE, OR ANY OBLIGATION TO OR CUSTOMARY
ARRANGEMENT WITH EMPLOYEES FOR BONUSES, INCENTIVE COMPENSATION, VACATIONS,
SEVERANCE PAY, INSURANCE OR OTHER BENEFITS. EXCEPT AS SET FORTH ON SCHEDULE
4.21(B) HERETO, NO EMPLOYEE OF PARENT IS IN VIOLATION OF ANY EMPLOYMENT
AGREEMENT OR RESTRICTIVE COVENANT.
4.22
CONDUCT OF BUSINESS.
PRIOR TO THE CLOSING DATE, PARENT SHALL
CONDUCT ITS BUSINESS IN THE NORMAL COURSE, AND SHALL NOT SELL, PLEDGE, OR ASSIGN
ANY ASSETS, WITHOUT THE PRIOR WRITTEN APPROVAL OF THE COMPANY, EXCEPT IN THE
REGULAR COURSE OF BUSINESS. EXCEPT AS OTHERWISE PROVIDED HEREIN, PARENT SHALL
NOT (I) AMEND ITS ARTICLES OF INCORPORATION OR BY-LAWS, (II) DECLARE, SET ASIDE,
MAKE OR PAYOUT DIVIDENDS OR OTHER DISTRIBUTIONS, (III) REDEEM OR SELL STOCK OR
OTHER SECURITIES, (IV) ACQUIRE OR DISPOSE OF FIXED ASSETS, (V) ENTER INTO OR
CHANGE EMPLOYMENT TERMS, OR INCREASE THE COMPENSATION PAYABLE TO ITS OFFICERS,
EMPLOYEES, AGENTS OR CONSULTANTS, OR GRANT ANY SEVERANCE OR TERMINATION PAY,
(VI) ENTER INTO ANY MATERIAL OR LONG-TERM CONTRACT, (VII) GUARANTEE OBLIGATIONS
OF ANY THIRD PARTY, (VIII) SETTLE OR DISCHARGE ANY MATERIAL BALANCE SHEET
RECEIVABLE FOR LESS THAN ITS STATED AMOUNT, (IX) PAY MORE ON ANY LIABILITY THAN
ITS STATED AMOUNT, (X) ENTER INTO ANY OTHER TRANSACTION OTHER THAN IN THE
REGULAR COURSE OF BUSINESS, (XI) RECLASSIFY, COMBINE, SPLIT, SUBDIVIDE, REDEEM,
PURCHASE OR OTHERWISE ACQUIRE, DIRECTLY OR INDIRECTLY, ANY OF ITS CAPITAL STOCK
OR OTHER SECURITIES, (XII) ACQUIRE, INCLUDING WITHOUT LIMITATION BY MERGER,
CONSOLIDATION OR ACQUISITION OF STOCK OR ASSETS ANY CORPORATION, PARTNERSHIP,
OTHER BUSINESS ORGANIZATION OR DIVISION THEREOF OR ANY MATERIAL AMOUNT OR
ASSETS, OR INCUR ANY INDEBTEDNESS FOR BORROWED MONEY OR ISSUE ANY DEBT
SECURITIES OR ASSUME, GUARANTEE OR ENDORSE, OR BECOME RESPONSIBLE FOR THE
OBLIGATIONS OF ANY PERSON OR MAKE LOANS OR ADVANCES, EXCEPT IN THE ORDINARY
COURSE OF BUSINESS, OR (XIII) AGREE TO ANY OF THE FOREGOING, EXCEPT AS MAY BE
NECESSARY TO DO THE ACTIONS REQUIRED HEREIN.
4.23
SEC REPORTS. PARENT HAS FILED ALL REQUIRED SEC REPORTS SINCE
OCTOBER 1, 2004, EACH OF WHICH COMPLIED AT THE TIME OF FILING IN ALL MATERIAL
RESPECTS WITH ALL APPLICABLE REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE
ACT, AS APPLICABLE, IN EACH CASE AS IN EFFECT ON THE DATES SUCH FORMS REPORTS
AND DOCUMENTS WERE FILED.
NONE OF PARENT'S SEC REPORTS CONTAINED WHEN FILED AN
UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL FACT REQUIRED
TO BE STATED OR INCORPORATED BY REFERENCE THEREIN OR NECESSARY IN ORDER TO MAKE
THE STATEMENTS THEREIN IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE
NOT MISLEADING, EXCEPT TO THE EXTENT SUPERSEDED BY A SEC REPORT FILED
SUBSEQUENTLY AND PRIOR TO THE DATE HEREOF.