LAWS AND ACCORDINGLY THAT
PURCHASER MAY NOT OFFER TO PURCHASE OR SELL, OR PURCHASE OR SELL, ANY SECURITIES
OF ECC AT ANY TIME WHEN PURCHASER IS IN POSSESSION OF MATERIAL NON-PUBLIC
INFORMATION CONCERNING ECC, AND THAT INFORMATION CONCERNING SELLER WHICH IS MADE
AVAILABLE TO PURCHASER HEREUNDER MAY CONSTITUTE MATERIAL NON-PUBLIC INFORMATION
CONCERNING ECC.
PURCHASER FURTHER AGREES THAT HOPPENSTEADT HAS BEEN AND MAY BE
NOW OR HEREAFTER IN POSSESSION OF INFORMATION CONCERNING SELLER WHICH IS
MATERIAL NON-PUBLIC INFORMATION CONCERNING ECC AND THAT ALL SUCH KNOWLEDGE OF
HOPPENSTEADT IS ATTRIBUTED TO PURCHASER FOR PURPOSES HEREOF.
PURCHASER, FOR
ITSELF AND HOPPENSTEADT, AGREES TO KEEP ALL SUCH MATERIAL NON-PUBLIC INFORMATION
CONFIDENTIAL AND TO REFRAIN FROM PURCHASING OR SELLING, OR OFFERING TO PURCHASE
OR SELL, ANY SECURITIES OF ECC AT ANY TIME WHEN ANY SUCH MATERIAL NON-PUBLIC
INFORMATION IS KNOWN TO HOPPENSTEADT.
6.2
CONDUCT OF BUSINESS.
SELLER REPRESENTS,
COVENANTS AND AGREES THAT FROM AND AFTER THE CONTRACT DATE AND THROUGH THE
CLOSING DATE, EXCEPT AS DISCLOSED IN THIS AGREEMENT OR THE EXHIBITS AND
SCHEDULES HERETO, SELLER WILL CONDUCT ITS BUSINESS IN A MANNER NOT MATERIALLY
DIFFERENT FROM ITS PAST PRACTICES AND ONLY IN THE USUAL AND ORDINARY COURSE, AND
CONSISTENT THEREWITH SELLER WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO:
6.2.1
PRESERVE INTACT THE PRESENT
BUSINESS ORGANIZATION, KEEP AVAILABLE THE SERVICES OF ITS PRESENT EMPLOYEES, AND
PRESERVE ITS RELATIONSHIPS WITH ITS CUSTOMERS AND SUPPLIERS.
6.2.2
MAINTAIN ALL OF ITS ASSETS
AND PROPERTIES IN CUSTOMARY REPAIR, ORDER AND CONDITION, REASONABLE WEAR AND USE
AND DAMAGE BY FIRE OR UNAVOIDABLE CASUALTIES EXCEPTED, AND WILL ALSO CONTINUE TO
CARRY AND KEEP IN EFFECT ITS EXISTING INSURANCE POLICIES OR SUBSTITUTE POLICIES
PROVIDING SUBSTANTIALLY EQUIVALENT COVERAGE, SUBJECT TO VARIATION IN AMOUNT
REQUIRED BY THE ORDINARY OPERATION OF ITS BUSINESS.
6.2.3
MAINTAIN ITS BOOKS,
ACCOUNTS AND RECORDS IN THE USUAL AND REGULAR MANNER ON A BASIS CONSISTENT WITH
PRIOR YEARS.
6.2.4
COMPLY WITH ALL LAWS AND
REGULATIONS APPLICABLE TO ITS BUSINESS.
6.3
NEGATIVE COVENANTS.
BETWEEN THE CONTRACT DATE
AND THE CLOSING DATE, ECC AND SELLER COVENANT AND AGREE THAT SELLER WILL NOT, AS
IT RELATES SOLELY TO
11
SWITCHBOARD, WITHOUT OBTAINING THE PRIOR CONSENT OF PURCHASER, WHICH CONSENT
WILL NOT UNREASONABLY BE WITHHELD:
6.3.1
ISSUE OR SELL, OR ISSUE ANY
RIGHTS TO PURCHASE OR SUBSCRIBE TO, OR SUBDIVIDE OR OTHERWISE CHANGE, ANY SHARES
OF ITS STOCK OF ANY CLASS.
6.3.2
DECLARE, SET ASIDE, OR PAY
ANY DIVIDENDS ON, OR MAKE ANY DISTRIBUTION IN RESPECT OF, SELLER'S STOCK OF ANY
CLASS.
6.3.3
PURCHASE, REDEEM OR
OTHERWISE ACQUIRE, DIRECTLY OR INDIRECTLY, ANY OF SELLER'S STOCK OF ANY CLASS.
6.3.4
MERGE OR CONSOLIDATE WITH
OR INTO ANY OTHER CORPORATION, SELL ALL OR SUBSTANTIALLY ALL OF ITS ASSETS AND
PROPERTIES, OR CHANGE IN ANY MATERIAL MANNER THE RIGHTS OF ITS SHARES OF CAPITAL
STOCK OR THE CHARACTER OF ITS BUSINESS.
6.3.5
ENCUMBER, MORTGAGE OR
PLEDGE ANY OF THE SALE ASSETS.
6.3.6
SELL, ASSIGN OR OTHERWISE
DISPOSE OF ANY INTEREST IN ANY OF THE SALE ASSETS, EXCEPT IN THE ORDINARY COURSE
OF BUSINESS, EXCEPT FOR WRITE-DOWNS