ENFORCE RAM MAX PARENT'S OBLIGATIONS (AND THE RIGHTS OF RAM MAX PURCHASER)
UNDER THE COMMITMENT LETTER, OR (B) PREVENTING, IMPAIRING OR ADVERSELY AFFECTING
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(II)
RAM MAX PURCHASER SHALL NOT AMEND, ALTER, OR WAIVE, OR AGREE TO
AMEND, ALTER OR WAIVE (IN ANY CASE WHETHER BY ACTION OR INACTION), ANY TERM OF
THE COMMITMENT LETTER WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
RAM MAX
PURCHASER SHALL PROMPTLY (AND IN ANY EVENT WITHIN ONE BUSINESS DAY) NOTIFY THE
COMPANY OF (I) THE EXPIRATION OR TERMINATION (OR ATTEMPTED OR PURPORTED
TERMINATION, WHETHER OR NOT VALID) OF THE COMMITMENT LETTER, OR (II) ANY REFUSAL
BY RAM MAX PARENT TO PROVIDE, ANY STATED INTENT BY RAM MAX PARENT TO REFUSE TO
PROVIDE, OR ANY EXPRESSION OF CONCERN OR RESERVATION BY RAM MAX PARENT REGARDING
ITS OBLIGATION AND/OR ABILITY TO PROVIDE, THE FULL FINANCING CONTEMPLATED BY THE
COMMITMENT LETTER.
(E)
CONDUCT OF BUSINESS BY THE COMPANY.
DURING THE PERIOD FROM THE
DATE HEREOF AND CONTINUING UNTIL THE EARLIER OF THE TERMINATION OF THIS
AGREEMENT PURSUANT TO ITS TERMS OR THE CLOSING, THE COMPANY AND EACH OF ITS
SUBSIDIARIES SHALL, EXCEPT AS OTHERWISE EXPRESSLY CONTEMPLATED BY THIS
AGREEMENT, AS DISCLOSED IN THE DISCLOSURE SCHEDULE OR REQUIRED TO CONSUMMATE THE
TRANSACTION CONTEMPLATED HEREUNDER, OR TO THE EXTENT THAT THE PURCHASERS
REPRESENTING 75% OF THE PURCHASE SHARES PURCHASABLE HEREUNDER SHALL OTHERWISE
CONSENT IN WRITING, (I) CARRY ON ITS BUSINESS IN THE USUAL, REGULAR AND ORDINARY
COURSE, IN SUBSTANTIALLY THE SAME MANNER AS HERETOFORE CONDUCTED AND CONSISTENT
WITH THE COMPANY'S PLAN'S
FOR MANAGING ITS BUSINESS AND OTHER OPERATIONS AND IN
MATERIAL COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS, (II) PAY ITS DEBTS
AND TAXES WHEN DUE, PAY OR PERFORM OTHER MATERIAL OBLIGATIONS WHEN DUE,
(III) MAKE NO MATERIAL CHANGE TO THE COMPENSATION ARRANGEMENT OR AGREEMENT WITH
THE CHIEF EXECUTIVE OFFICER AND OTHER KEY EMPLOYEES OF THE COMPANY, (IV) NOT
SELL, ASSIGN OR TRANSFER ANY MATERIAL COMPANY INTELLECTUAL PROPERTY OTHER THAN
IN THE ORDINARY COURSE OF BUSINESS, (IV) NOT INITIATE AND SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO NOT ALLOW, ANY MATERIAL CHANGE OR AMENDMENT TO, OR
TERMINATION OF, A MATERIAL CONTRACT TO WHICH THE COMPANY OR A SUBSIDIARY IS A
PARTY (OTHER THAN TERMINATION THROUGH ORDINARY COURSE EXPIRATION OF ITS TERMS),
(V) NOT DECLARE OR PAY ANY DIVIDENDS, AND (VI) USE COMMERCIALLY REASONABLE
EFFORTS CONSISTENT WITH PAST PRACTICES AND POLICIES AND ITS EXISTING
RESTRUCTURING PLANS TO (X) PRESERVE SUBSTANTIALLY INTACT ITS PRESENT BUSINESS
ORGANIZATION, (Y) KEEP AVAILABLE THE SERVICES OF ITS PRESENT EXECUTIVE OFFICERS
AND EMPLOYEES, AND (Z) PRESERVE ITS RELATIONSHIPS WITH CUSTOMERS, SUPPLIERS,
LICENSORS, LICENSEES, AND OTHERS WITH WHICH IT HAS SIGNIFICANT BUSINESS
DEALINGS.
IN ADDITION, THE COMPANY SHALL PROMPTLY NOTIFY IN WRITING THE
PURCHASERS OF ANY EVENT THAT IT BELIEVES COULD REASONABLY BE EXPECTED TO LEAD TO
A MATERIAL ADVERSE EFFECT ON THE COMPANY.
6.3
Rights Cumulative.
Each and all of the various rights, powers and
remedies of the parties shall be considered to be cumulative with and in
addition to