DISTRIBUTION IN
RESPECT OF ITS CAPITAL STOCK OR OTHERWISE MAKE ANY PAYMENTS TO SHAREHOLDERS IN
THEIR CAPACITY AS SUCH, OR REDEEM OR OTHERWISE ACQUIRE ANY OF ITS SECURITIES OR
ANY SECURITIES OF ANY OF ITS SUBSIDIARIES;
(IV)
ADOPT A PLAN OF COMPLETE OR PARTIAL
LIQUIDATION, DISSOLUTION, MERGER, CONSOLIDATION, RESTRUCTURING, RECAPITALIZATION
OR OTHER REORGANIZATION OF THE COMPANY OR ANY OF ITS SUBSIDIARIES (OTHER THAN
WITH RESPECT TO THE MERGER);
(V)
ALTER, THROUGH MERGER, LIQUIDATION,
REORGANIZATION, RESTRUCTURING OR ANY OTHER FASHION, THE CORPORATE STRUCTURE OR
OWNERSHIP OF ANY SUBSIDIARY, EXCEPT THAT THE COMPANY MAY ESTABLISH ONE OR MORE
SUBSIDIARY COMPANIES TO FACILITATE FINANCING IN THE ORDINARY COURSE OF BUSINESS;
(VI)
(A) INCUR OR ASSUME ANY LONG-TERM OR
SHORT-TERM DEBT (INCLUDING, WITHOUT LIMITATION, OBLIGATIONS UNDER CONDITIONAL
SALE OR TITLE RETENTION AGREEMENTS, OBLIGATIONS ASSUMED AS DEFERRED PURCHASE
PRICE, CAPITALIZED LEASE OBLIGATIONS, OBLIGATIONS UNDER SWAP OR HEDGING
AGREEMENTS, PERFORMANCE BONDS OR LETTERS OF CREDIT) OR ISSUE ANY DEBT
SECURITIES, EXCEPT IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE;
(B) ASSUME, GUARANTEE, ENDORSE OR OTHERWISE BECOME LIABLE OR
RESPONSIBLE (WHETHER DIRECTLY, CONTINGENTLY OR OTHERWISE) FOR THE OBLIGATIONS OF
ANY OTHER PERSON, EXCEPT IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE;
(C) OTHER THAN IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH
PAST PRACTICE, MAKE ANY LOANS, ADVANCES OR CAPITAL CONTRIBUTIONS TO OR
INVESTMENTS IN ANY OTHER PERSON (INCLUDING, WITHOUT LIMITATION, SUBSIDIARIES OF
THE COMPANY AND EMPLOYEES AND CUSTOMERS OF THE COMPANY);
(D) PLEDGE OR
OTHERWISE ENCUMBER SHARES OF CAPITAL STOCK OF THE COMPANY OR ITS SUBSIDIARIES;
(E) MORTGAGE OR PLEDGE ANY OF ITS MATERIAL ASSETS, TANGIBLE OR INTANGIBLE, OR
CREATE ANY MATERIAL LIEN THEREUPON (OTHER THAN TAX LIENS FOR TAXES NOT YET DUE),
OTHER THAN IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE; OR
(F) FORGIVE ANY MATERIAL DEBTS OWING TO THE COMPANY OR ITS SUBSIDIARIES;
19
(VII)
EXCEPT AS SET FORTH IN SECTION 5.1 OF THE
COMPANY DISCLOSURE SCHEDULE OR AS MAY BE REQUIRED BY LAW, ENTER INTO, ADOPT,
AMEND (EXCEPT FOR IMMATERIAL OR MINISTERIAL MATTERS) OR TERMINATE ANY BONUS,
PROFIT SHARING, COMPENSATION, SEVERANCE, TERMINATION, STOCK OPTION, STOCK
APPRECIATION RIGHT, RESTRICTED STOCK, PERFORMANCE UNIT, STOCK EQUIVALENT, STOCK
PURCHASE, PENSION, RETIREMENT, DEFERRED COMPENSATION, EMPLOYMENT, SEVERANCE OR
OTHER EMPLOYEE BENEFIT AGREEMENT, TRUST, PLAN, FUND OR OTHER ARRANGEMENT FOR THE
BENEFIT OR WELFARE OF ANY DIRECTOR, OFFICER OR EMPLOYEE IN ANY MANNER, OR
INCREASE IN ANY MANNER THE COMPENSATION OR FRINGE BENEFITS OF ANY DIRECTOR,
OFFICER OR EMPLOYEE, OR PAY ANY BENEFIT NOT REQUIRED BY ANY PLAN AND ARRANGEMENT
AS IN EFFECT AS OF THE DATE HEREOF (INCLUDING, WITHOUT LIMITATION, THE GRANTING
OF STOCK APPRECIATION RIGHTS OR PERFORMANCE UNITS); PROVIDED, HOWEVER, THAT THIS
PARAGRAPH SHALL NOT PREVENT THE COMPANY OR ITS SUBSIDIARIES FROM ENTERING INTO
OR TERMINATING AND SETTLING EMPLOYMENT AGREEMENTS, SEVERANCE AGREEMENTS OR OTHER
COMPENSATION ARRANGEMENTS WITH EMPLOYEES IN THE ORDINARY COURSE OF BUSINESS AND
CONSISTENT WITH PAST PRACTICE;
(VIII)
EXCEPT AS SET FORTH IN SECTION 5.1 OF THE COMPANY
DISCLOSURE SCHEDULE, ACQUIRE, SELL, LEASE OR DISPOSE OF ANY MATERIAL