PURSUANT TO ITS TERMS OR THE CLOSING, EACH OF THE COMPANY,
PARENT AND MERGER SUB SHALL, EXCEPT TO THE EXTENT THAT THE OTHER PARTY SHALL
OTHERWISE CONSENT IN WRITING, CARRY ON ITS BUSINESS IN THE USUAL, REGULAR AND
ORDINARY COURSE CONSISTENT WITH PAST PRACTICES, IN SUBSTANTIALLY THE SAME MANNER
AS HERETOFORE CONDUCTED AND IN COMPLIANCE WITH ALL APPLICABLE LAWS AND
REGULATIONS (EXCEPT WHERE NONCOMPLIANCE WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT), PAY ITS DEBTS AND TAXES WHEN DUE SUBJECT TO GOOD FAITH DISPUTES OVER
SUCH DEBTS OR TAXES, PAY OR PERFORM OTHER MATERIAL OBLIGATIONS WHEN DUE, AND USE
ITS COMMERCIALLY REASONABLE EFFORTS CONSISTENT WITH PAST PRACTICES AND POLICIES
TO (I) PRESERVE SUBSTANTIALLY INTACT ITS PRESENT BUSINESS ORGANIZATION, (II)
KEEP AVAILABLE THE SERVICES OF ITS PRESENT OFFICERS AND EMPLOYEES AND (III)
PRESERVE ITS RELATIONSHIPS WITH CUSTOMERS, SUPPLIERS, DISTRIBUTORS, LICENSORS,
LICENSEES, AND OTHERS WITH WHICH IT HAS SIGNIFICANT BUSINESS DEALINGS.
IN
ADDITION, EXCEPT AS REQUIRED OR PERMITTED BY THE TERMS OF THIS AGREEMENT,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTY, DURING THE PERIOD FROM THE
DATE OF THIS AGREEMENT AND CONTINUING UNTIL THE EARLIER OF THE TERMINATION OF
THIS AGREEMENT PURSUANT TO ITS TERMS OR THE CLOSING, EACH OF THE COMPANY, PARENT
AND MERGER SUB SHALL NOT DO ANY OF THE FOLLOWING:
(A)
WAIVE ANY STOCK REPURCHASE RIGHTS, ACCELERATE (EXCEPT AS DISCLOSED
IN THE COMPANY SCHEDULE), AMEND OR (EXCEPT AS SPECIFICALLY PROVIDED FOR HEREIN)
CHANGE THE PERIOD OF EXERCISABILITY OF OPTIONS OR RESTRICTED STOCK, OR REPRICE
OPTIONS GRANTED UNDER ANY EMPLOYEE, CONSULTANT, DIRECTOR OR OTHER STOCK PLANS OR
AUTHORIZE CASH PAYMENTS IN EXCHANGE FOR ANY OPTIONS GRANTED UNDER ANY OF SUCH
PLANS;
(B)
GRANT ANY SEVERANCE OR TERMINATION PAY TO ANY OFFICER OR EMPLOYEE
EXCEPT PURSUANT TO APPLICABLE LAW, WRITTEN AGREEMENTS OUTSTANDING, OR POLICIES
EXISTING ON THE DATE HEREOF AND AS PREVIOUSLY OR CONCURRENTLY DISCLOSED IN
WRITING OR MADE AVAILABLE TO THE OTHER PARTY, OR ADOPT ANY NEW SEVERANCE PLAN,
OR AMEND OR MODIFY OR ALTER IN ANY MANNER ANY SEVERANCE PLAN, AGREEMENT OR
ARRANGEMENT EXISTING ON THE DATE HEREOF;
(C)
TRANSFER OR LICENSE TO ANY PERSON OR OTHERWISE EXTEND, AMEND OR
MODIFY ANY MATERIAL RIGHTS TO ANY INTELLECTUAL PROPERTY OF THE COMPANY OR
PARENT, AS APPLICABLE, OR ENTER INTO GRANTS TO TRANSFER OR LICENSE TO ANY PERSON
FUTURE PATENT RIGHTS, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS CONSISTENT
WITH PAST PRACTICES, PROVIDED THAT IN NO EVENT SHALL THE COMPANY OR PARENT
LICENSE ON AN EXCLUSIVE BASIS OR SELL ANY INTELLECTUAL PROPERTY OF THE COMPANY,
OR PARENT AS APPLICABLE;
(D)
DECLARE, SET ASIDE OR PAY ANY DIVIDENDS ON OR MAKE ANY OTHER
DISTRIBUTIONS (WHETHER IN CASH, STOCK, EQUITY SECURITIES OR PROPERTY) IN RESPECT
OF ANY CAPITAL STOCK OR SPLIT, COMBINE OR RECLASSIFY ANY CAPITAL STOCK OR ISSUE
OR AUTHORIZE THE ISSUANCE OF ANY OTHER SECURITIES IN RESPECT OF, IN LIEU OF OR
IN SUBSTITUTION FOR ANY CAPITAL STOCK;
(E)
PURCHASE, REDEEM OR OTHERWISE ACQUIRE, DIRECTLY OR INDIRECTLY, ANY
SHARES OF CAPITAL STOCK OF THE COMPANY AND PARENT, AS APPLICABLE,