the date hereof until the
Closing, Sellers shall cause each Company to operate in the ordinary course of
business and specifically not to do any of the following:
(A)
(I) INCREASE THE COMPENSATION PAYABLE TO OR TO BECOME PAYABLE TO ANY OF
ITS DIRECTORS, OFFICERS OR EMPLOYEES EXCEPT FOR INCREASES IN SALARY, WAGES,
BONUSES OR COMMISSIONS PAYABLE OR
26
TO BECOME PAYABLE PURSUANT TO EXISTING CONTRACTS OR INCREASES PAYABLE OR TO
BECOME PAYABLE IN THE ORDINARY COURSE OF BUSINESS; (II) GRANT ANY SEVERANCE OR
TERMINATION PAY (OTHER THAN PURSUANT TO EXISTING SEVERANCE AGREEMENTS AND
ARRANGEMENTS OR POLICIES OR IN THE ORDINARY COURSE OF BUSINESS) TO, OR ENTER
INTO ANY NEW EMPLOYMENT (OTHER THAN THE HIRING OF AT-WILL EMPLOYEES IN THE
ORDINARY COURSE OF BUSINESS) OR SEVERANCE AGREEMENT WITH, ANY OF ITS DIRECTORS,
OFFICERS OR EMPLOYEES; (III) ADOPT ANY NEW EMPLOYEE BENEFIT PLAN, BENEFIT
ARRANGEMENT OR OTHER PENSION, PROFIT SHARING, DEFERRED COMPENSATION OR SIMILAR
POLICY, EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW; OR (IV) ENTER INTO ANY
COLLECTIVE BARGAINING AGREEMENT;
(B)
(I) REDEEM, REPURCHASE OR OTHERWISE REACQUIRE ANY OF ITS EQUITY
SECURITIES; (II) EFFECT ANY REORGANIZATION OR RECAPITALIZATION; OR (III) SPLIT,
COMBINE OR RECLASSIFY ANY OF ITS EQUITY SECURITIES OR ISSUE OR AUTHORIZE OR
PROPOSE THE ISSUANCE OF ANY OTHER SECURITIES IN RESPECT OF, IN LIEU OF, OR IN
SUBSTITUTION FOR, ANY OF ITS EQUITY SECURITIES;
(C)
ISSUE, DELIVER, AWARD, GRANT OR SELL, OR AUTHORIZE OR PROPOSE THE
ISSUANCE, DELIVERY, AWARD, GRANT OR SALE OF, ANY OF ITS EQUITY SECURITIES
(INCLUDING SHARES HELD IN TREASURY);
(D)
ACQUIRE OR AGREE TO ACQUIRE, BY MERGING OR CONSOLIDATING WITH, BY
PURCHASING AN EQUITY INTEREST IN OR A MATERIAL PORTION OF THE ASSETS OF, OR BY
ANY OTHER MANNER, ANY BUSINESS OR ANY CORPORATION, PARTNERSHIP, ASSOCIATION OR
OTHER BUSINESS ORGANIZATION OR DIVISION THEREOF OF ANY OTHER PERSON OTHER THAN
THE ACQUISITION OF ASSETS IN THE ORDINARY COURSE OF BUSINESS;
(E)
SELL, LEASE, EXCHANGE, TRANSFER, LICENSE, MORTGAGE, PLEDGE OR IMPOSE A
SECURITY INTEREST ON OR OTHERWISE DISPOSE OF, OR AGREE TO SELL, LEASE, EXCHANGE,
TRANSFER, LICENSE, MORTGAGE, PLEDGE OR IMPOSE A SECURITY INTEREST ON OR
OTHERWISE DISPOSE OF ANY OF ITS MATERIAL ASSETS; PROVIDED THAT THE FOREGOING
SHALL NOT BE DEEMED TO RESTRICT THE SALE, LEASE, EXCHANGE, TRANSFER, LICENSE OR
OTHER DISPOSITION OF ASSETS WITH VALUE IN THE AGGREGATE OF $250,000 OR LESS, OR
THE SALE, USE OR OTHER DISPOSITION OF INVENTORIES OR DISPOSITIONS OF OBSOLETE OR
REPLACED PROPERTY IN THE ORDINARY COURSE OF BUSINESS;
(F)
ADOPT ANY AMENDMENTS TO ITS ORGANIZATIONAL DOCUMENTS;
(G)
(I) CHANGE ANY OF ITS METHODS OF ACCOUNTING IN EFFECT AT THE DATE OF THE
INTERIM BALANCE SHEET; OR (II) SETTLE OR COMPROMISE ANY CLAIM, ACTION, SUIT,
LITIGATION, PROCEEDING, ARBITRATION, INVESTIGATION, AUDIT OR CONTROVERSY
RELATING TO TAXES (EXCEPT WHERE THE AMOUNT OF SUCH SETTLEMENTS OR CONTROVERSIES,
INDIVIDUALLY OR IN THE AGGREGATE, DOES NOT EXCEED $100,000), OR CHANGE ANY OF
ITS METHODS OF REPORTING INCOME OR DEDUCTIONS FOR FEDERAL INCOME TAX PURPOSES
FROM THOSE EMPLOYED IN THE PREPARATION OF THE FEDERAL