EXECUTIVES AND KEY EMPLOYEES AND IBIS' AND THE BUSINESS' RELATIONSHIPS WITH
LESSORS, LICENSORS, SUPPLIERS, CUSTOMERS, CARRIERS, CONSULTANTS, INDEPENDENT
CONTRACTORS AND OTHERS HAVING BUSINESS RELATIONS WITH IBIS OR THE BUSINESS;
(B)
KEEP IN FULL FORCE AND EFFECT IBIS' ORGANIZATIONAL EXISTENCE AND
ALL OF ITS AND THE BUSINESS' ASSETS, CONTRACTS, RIGHTS, FRANCHISES, AND BUSINESS
IP AND USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE IBIS' AND THE BUSINESS'
CURRENT INSURANCE (OR REINSURANCE) POLICIES NOT TO BE CANCELED OR TERMINATED OR
ANY OF THE COVERAGE THEREUNDER TO LAPSE;
37
(C)
MAINTAIN THE REAL PROPERTY AND OTHER ASSETS OF IBIS (INCLUDING THE
BUSINESS IP) IN GOOD REPAIR, ORDER AND CONDITION (NORMAL WEAR AND TEAR EXCEPTED)
CONSISTENT WITH CURRENT NEEDS, REPLACE IN ACCORDANCE WITH PRUDENT PRACTICES
INOPERABLE, WORN OUT OR OBSOLETE ASSETS WITH ASSETS OF GOOD QUALITY CONSISTENT
WITH PRUDENT PRACTICES AND CURRENT NEEDS AND, IN THE EVENT OF A CASUALTY, LOSS
OR DAMAGE TO ANY OF SUCH ASSETS OR PROPERTIES BEFORE THE CLOSING DATE, EITHER
REPAIR OR REPLACE SUCH DAMAGED PROPERTY OR USE THE PROCEEDS OF SUCH INSURANCE IN
SUCH OTHER MANNER AS MUTUALLY AGREED UPON BY ISIS AND AMI; AND
(D)
MAINTAIN THE BOOKS, ACCOUNTS, AND RECORDS OF IBIS CONSISTENT WITH
PAST PRACTICE AND MAKE CAPITAL EXPENDITURES AT LEVELS CONSISTENT WITH THE PAST
PRACTICES OF IBIS AND THE BUSINESS.
7.3
Negative Covenants of Isis.
Except as expressly contemplated by
this Agreement or as set forth on Schedule 7.3, between the date hereof and the
Closing, Ibis shall not and, with respect to Ibis and the Business, Isis shall
not and shall cause Ibis not to:
(A)
AMEND OR WAIVE ANY PROVISION OF IBIS' CERTIFICATE OF
INCORPORATION;
(B)
TAKE ANY ACTION THAT WOULD REASONABLY BE EXPECTED TO ADVERSELY
AFFECT THE RIGHTS, PREFERENCES OR PRIVILEGES OF THE SHARES, THE ADDITIONAL
SHARES OR THE REMAINING SHARES;
(C)
TAKE ANY ACTION BY WRITTEN STOCKHOLDER CONSENT OF IBIS WITHOUT AT
LEAST 2 BUSINESS DAYS PRIOR WRITTEN NOTICE TO AMI;
(D)
REDEEM, REPURCHASE, PAY OR DECLARE DIVIDENDS OR OTHER
DISTRIBUTIONS WITH RESPECT TO ANY CAPITAL STOCK OF IBIS;
(E)
ISSUE ANY CAPITAL STOCK OF IBIS OR ANY RIGHTS TO ACQUIRE CAPITAL
STOCK OF IBIS;
(F)
AUTHORIZE OR DESIGNATE, WHETHER BY RECLASSIFICATION OR OTHERWISE,
ANY NEW CLASS OR SERIES OF CAPITAL STOCK OF IBIS OR ANY INCREASE IN THE
AUTHORIZED OR DESIGNATED NUMBER OF ANY SUCH CLASS OR SERIES OF CAPITAL STOCK OF
IBIS;
(G)
ENTER INTO ANY TRANSACTION OF MERGER, CONSOLIDATION OR SALE OF
CONTROL, OR LIQUIDATE, REORGANIZE, RECAPITALIZE, WIND UP OR DISSOLVE IBIS, OR
TRANSFER ANY PORTION OF IBIS' CAPITAL STOCK, PROPERTIES, ASSETS OR BUSINESS
OTHER THAN TRANSFERS OF INVENTORY IN THE ORDINARY COURSE OF BUSINESS;
(H)
SELL, TRANSFER, ASSIGN, LICENSE OR SUBLICENSE, OR ALLOW ANY
ENCUMBRANCE ON ANY BUSINESS IP OTHER THAN (I) RIGHTS OF THE U.S. FEDERAL
GOVERNMENT IN INTELLECTUAL PROPERTY PURSUANT TO THE GOVERNMENT CONTRACTS SET
FORTH ON SCHEDULE 5.1(L)(III) OR NEW GOVERNMENT CONTRACTS ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS AND (II) END USER LICENSE AGREEMENTS RELATED TO THE
SOFTWARE EMBODIED IN THE T5000