MEMBERS, EMPLOYEES, AFFILIATES, REPRESENTATIVES OR AGENTS SHALL,
DIRECTLY OR INDIRECTLY, (A) SOLICIT, ENTER INTO OR CONDUCT DISCUSSIONS RELATING
TO, INITIATE OR ENCOURAGE ANY OFFER OR PROPOSAL FOR, OR ANY INDICATION OF
INTEREST IN, (1) A MERGER, CONSOLIDATION, SHARE EXCHANGE OR OTHER BUSINESS
COMBINATION INVOLVING SIRIUS OR ANY SELLER, (2) THE ACQUISITION OF AN EQUITY
INTEREST IN SIRIUS OR
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ANY SELLER OR (3) A SALE, LICENSE OR OTHER TRANSFER OF ALL OR A MATERIAL PART OF
THE ASSETS OF SIRIUS OR ANY SELLER (EACH, A "TRANSACTION"), OR (B) ENGAGE IN
NEGOTIATIONS WITH OR DISCLOSE ANY NONPUBLIC INFORMATION RELATING TO SIRIUS, ANY
SELLER OR THEIR RESPECTIVE BUSINESSES, OR AFFORD ACCESS TO THE PROPERTIES, BOOKS
OR RECORDS OF SIRIUS OR ANY SELLER, TO ANY PERSON WITH RESPECT TO A
TRANSACTION.
SIRIUS AND THE SELLER PARTIES SHALL NOTIFY BUYER OF ANY SUCH
INQUIRY OR PROPOSAL WITHIN THREE BUSINESS DAYS AFTER RECEIPT OR AWARENESS OF THE
SAME.
SECTION 6.2
CONDUCT OF BUSINESS PENDING CLOSING.
(A)
BETWEEN THE DATE OF THIS AGREEMENT AND THE CLOSING DATE, SIRIUS
AND THE SELLER PARTIES WILL, AND SELLER PARTIES WILL CAUSE SIRIUS TO:
(I)
CONDUCT THE BUSINESS OF SIRIUS IN THE USUAL AND ORDINARY COURSE
THEREOF, INCLUDING, WITHOUT LIMITATION, THE MAKING OF PROPOSALS, QUOTATIONS,
BIDS AND SOLICITATIONS, AND THE ENTERING INTO OF CONTRACTS FOR THE PURCHASE AND
SALE OF PRODUCTS AND SERVICES;
(II)
ORALLY ADVISE BUYER AND, UNLESS PROHIBITED BY CONFIDENTIALITY
REQUIREMENTS OR ANTITRUST LAWS, KEEP BUYER ADVISED OF ANY MATERIAL DEVELOPMENTS
RELATING TO THE BUSINESS OF SIRIUS;
(III)
MAINTAIN AND PRESERVE THE BUSINESS AND ASSETS OF SIRIUS IN
CUSTOMARY REPAIR, ORDER AND CONDITION, REASONABLE WEAR AND TEAR EXCEPTED;
(IV)
USE THEIR REASONABLE BEST EFFORTS TO PRESERVE SIRIUS'S BUSINESS
ORGANIZATION INTACT, TO RETAIN THE SERVICES OF SIRIUS'S OFFICERS, EMPLOYEES AND
AGENTS AND TO PRESERVE SIRIUS'S RELATIONSHIPS AND GOOD WILL WITH ITS SUPPLIERS,
CUSTOMERS, LANDLORDS, CREDITORS, EMPLOYEES, AGENTS AND OTHERS HAVING BUSINESS
DEALINGS WITH SIRIUS;
(V)
CONFER WITH BUYER CONCERNING MATTERS OF A NATURE DESCRIBED IN
SECTION 4.9;
(VI)
USE THEIR REASONABLE EFFORTS TO CAUSE ALL OF THE REPRESENTATIONS
AND WARRANTIES IN ARTICLES III AND IV HEREOF TO CONTINUE TO BE TRUE AND CORRECT;
AND
(VII)
OTHERWISE RESPOND TO BUYER'S REASONABLE REQUESTS CONCERNING THE
STATUS OF THE BUSINESS, OPERATIONS AND FINANCES OF SIRIUS.
(B)
EXCEPT AS OTHERWISE EXPRESSLY PERMITTED BY THIS AGREEMENT, BETWEEN
THE DATE OF THIS AGREEMENT AND THE CLOSING DATE, THE SELLER PARTIES WILL NOT,
AND THE SELLER PARTIES WILL CAUSE SIRIUS NOT TO, WITHOUT THE PRIOR WRITTEN
CONSENT OF BUYER, TAKE ANY ACTION, OR FAIL TO TAKE ANY REASONABLE ACTION WITHIN
THEIR OR ITS CONTROL, AS A RESULT OF WHICH ANY OF THE CHANGES OR EVENTS LISTED
IN SECTION 4.9 WOULD REASONABLY BE EXPECTED TO OCCUR.
SECTION 6.3
ACCESS.
SIRIUS WILL, AND THE SELLER PARTIES WILL CAUSE SIRIUS TO,
AFFORD BUYER'S OFFICERS, ATTORNEYS, ACCOUNTANTS AND OTHER REPRESENTATIVES
REASONABLE ACCESS DURING NORMAL BUSINESS HOURS TO THE OFFICES, PERSONNEL,
PLANTS, PROPERTIES, EQUIPMENT AND RECORDS OF
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SIRIUS FOR THE PURPOSE OF CONDUCTING AN INVESTIGATION THEREOF.
BUYER SHALL