MILLION DOLLARS ($1,000,000.00) PER ANNUM;
(D) IN CONNECTION WITH PERMITTED LIENS AND PERMITTED INVESTMENTS; (E) OF
LICENSES FOR THE USE OF THE PROPERTY OF BORROWER OR ITS SUBSIDIARIES IN THE
ORDINARY COURSE OF BUSINESS; AND (F) CROSS-LICENSES ENTERED INTO IN THE
SETTLEMENT OF LITIGATION OR THREATENED OR POTENTIAL LITIGATION AND CONSISTENT
WITH BORROWER'S PAST PRACTICES.
7.2
CHANGES IN BUSINESS, MANAGEMENT, OWNERSHIP, OR
BUSINESS LOCATIONS. (A) ENGAGE IN OR PERMIT ANY OF ITS SUBSIDIARIES TO ENGAGE IN
ANY BUSINESS OTHER THAN THE BUSINESSES CURRENTLY ENGAGED IN BY BORROWER AND SUCH
SUBSIDIARY, AS APPLICABLE, OR REASONABLY RELATED THERETO; (B) LIQUIDATE OR
DISSOLVE; OR (C) ENTER INTO ANY TRANSACTION OR SERIES OF RELATED TRANSACTIONS IN
WHICH THE STOCKHOLDERS OF BORROWER IMMEDIATELY PRIOR TO THE FIRST SUCH
TRANSACTION OWN LESS THAN 51% OF THE VOTING STOCK OF BORROWER IMMEDIATELY AFTER
GIVING EFFECT TO SUCH TRANSACTION OR RELATED SERIES OF SUCH TRANSACTIONS (OTHER
THAN BY THE SALE OF BORROWER'S EQUITY SECURITIES IN A PUBLIC OFFERING OR TO
VENTURE CAPITAL INVESTORS SO LONG AS BORROWER IDENTIFIES TO BANK THE VENTURE
CAPITAL INVESTORS PRIOR TO THE CLOSING OF THE TRANSACTION). BORROWER SHALL NOT,
WITHOUT AT LEAST TEN (10) DAYS PRIOR WRITTEN NOTICE TO BANK: (1) ADD ANY NEW
OFFICES OR BUSINESS LOCATIONS AT WHICH ANY MATERIAL AMOUNT OF INVENTORY OR
EQUIPMENT WILL BE LOCATED, (2) CHANGE ITS JURISDICTION OF ORGANIZATION,
(3) CHANGE ITS ORGANIZATIONAL STRUCTURE OR TYPE, (4) CHANGE ITS LEGAL NAME, OR
(5) CHANGE ANY ORGANIZATIONAL NUMBER (IF ANY) ASSIGNED BY ITS JURISDICTION OF
ORGANIZATION.
7.3
MERGERS OR ACQUISITIONS. WITHOUT BANK'S PRIOR
WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD, MERGE OR CONSOLIDATE,
OR PERMIT ANY OF ITS SUBSIDIARIES TO MERGE OR CONSOLIDATE, WITH ANY OTHER
PERSON, OR ACQUIRE, OR PERMIT ANY OF ITS SUBSIDIARIES TO ACQUIRE, ALL OR
SUBSTANTIALLY ALL OF THE CAPITAL STOCK OR PROPERTY OF ANOTHER PERSON, EXCEPT
(I) WHERE (A) THE AGGREGATE PURCHASE PRICE OR OTHER CONSIDERATION FOR SUCH
TRANSACTIONS DOES NOT EXCEED $5,000,000.00, IN THE CASE OF A CASH TRANSACTION OR
$15,000,000.00 IN THE CASE OF A STOCK TRANSACTION, (B) NO EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING OR WOULD RESULT FROM THE CONSUMMATION OF SUCH
TRANSACTION DURING THE TERM OF THIS AGREEMENT, AND (C) BORROWER IS THE SURVIVING
ENTITY AFTER SUCH TRANSACTION OR IS THE PARENT COMPANY OF THE SURVIVING ENTITY
AFTER SUCH TRANSACTION, AND (II) A SUBSIDIARY MAY MERGE OR CONSOLIDATE INTO
ANOTHER SUBSIDIARY OR INTO BORROWER.
7.4
INDEBTEDNESS. CREATE, INCUR, ASSUME, OR BE
LIABLE FOR ANY INDEBTEDNESS, OR PERMIT ANY SUBSIDIARY TO DO SO, OTHER THAN
PERMITTED INDEBTEDNESS.
7.5
ENCUMBRANCE. CREATE, INCUR, OR ALLOW ANY LIEN
ON ANY OF ITS PROPERTY, OR ASSIGN OR CONVEY ANY RIGHT TO RECEIVE INCOME,
INCLUDING THE SALE OF ANY ACCOUNTS, OR PERMIT ANY OF ITS SUBSIDIARIES TO DO SO,
EXCEPT FOR PERMITTED LIENS, OR PERMIT ANY COLLATERAL NOT TO BE SUBJECT TO THE
FIRST PRIORITY SECURITY INTEREST GRANTED HEREIN, OR ENTER INTO ANY AGREEMENT,
DOCUMENT, INSTRUMENT OR OTHER ARRANGEMENT (EXCEPT WITH OR IN FAVOR OF BANK) WITH
ANY PERSON WHICH DIRECTLY