BANKRUPTCY ESTATE OR ITS REPRESENTATIVES PURSUANT TO THIS SECTION
AS IF SUCH INFORMATION WERE "EVALUATION MATERIAL" AS SUCH TERM IS DEFINED IN THE
CONFIDENTIALITY AGREEMENT.
BETWEEN THE DATE HEREOF AND THE CLOSING, ON A WEEKLY
BASIS, THE COMPANY SHALL CAUSE ITS VICE PRESIDENT OF FINANCE TO MEET WITH
REPRESENTATIVES OF BUYER (THE "WEEKLY MEETING").
AT EACH WEEKLY MEETING, THE
COMPANY'S CHIEF FINANCIAL OFFICER SHALL PRESENT TO THE BUYER'S REPRESENTATIVES,
IN WRITING, ALL OF THE COMPANY'S REASONABLY EXPECTED USES OF ITS CASH FOR THE
WEEKLY PERIOD IMMEDIATELY FOLLOWING SUCH WEEKLY MEETING, IT BEING UNDERSTOOD AND
AGREED THAT SUCH EXPECTED USES SHALL BE CONSISTENT WITH THE TERMS OF THIS
AGREEMENT.
4.2
ANNOUNCEMENTS.
BETWEEN THE DATE HEREOF AND THE CLOSING, THE
COMPANY COVENANTS THAT IT WILL NOT ISSUE ANY PRESS RELEASE OR OTHERWISE MAKE ANY
PUBLIC STATEMENT WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT
THE PRIOR WRITTEN CONSENT OF BUYER, EXCEPT AS AND TO THE EXTENT THAT THE COMPANY
DETERMINES IN GOOD FAITH THAT IT IS SO OBLIGATED BY LAWS, IN WHICH CASE THE
COMPANY SHALL GIVE NOTICE IN ADVANCE OF THE COMPANY'S INTENT TO ISSUE SUCH PRESS
RELEASE OR MAKE SUCH PUBLIC ANNOUNCEMENT TO BUYER, AND BUYER AND THE COMPANY
SHALL USE REASONABLE BEST EFFORTS TO CAUSE A MUTUALLY AGREEABLE RELEASE OR
ANNOUNCEMENT TO BE ISSUED.
4.3
CONDUCT OF BUSINESS OF THE COMPANY PRIOR TO THE CLOSING.
DURING
THE PERIOD FROM THE DATE OF THIS AGREEMENT TO THE CLOSING, THE COMPANY SHALL:
(W) OPERATE ITS BUSINESS ONLY IN THE ORDINARY COURSE AND IN COMPLIANCE WITH ALL
LAWS; (X) USE ITS COMMERCIALLY REASONABLE EFFORTS TO PRESERVE ITS BUSINESS
ORGANIZATION INTACT; (Y) USE ITS COMMERCIALLY REASONABLE EFFORTS TO
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KEEP AVAILABLE TO ITSELF THE PRESENT SERVICES OF ITS EMPLOYEES; AND (Z) USE ITS
COMMERCIALLY REASONABLE EFFORTS TO PRESERVE FOR ITSELF THE GOODWILL OF ITS
SUPPLIERS, DISTRIBUTORS AND OTHERS WITH WHOM BUSINESS RELATIONSHIPS EXIST.
WITHOUT LIMITATION OF THE FOREGOING, EXCEPT AND TO THE EXTENT (A) AS OTHERWISE
EXPRESSLY PERMITTED BY THIS AGREEMENT, (B) AS BUYER MAY APPROVE IN WRITING (SUCH
APPROVAL NOT TO BE UNREASONABLY WITHHELD), (C) AS SET FORTH IN SCHEDULE 4.3 OR
(D) REQUIRED TO COMPLY WITH ANY APPLICABLE LAW, THE COMPANY SHALL NOT, DIRECTLY
OR INDIRECTLY:
(A)
AMEND OR OTHERWISE CHANGE ITS CERTIFICATE OF INCORPORATION OR
BYLAWS;
(B)
MERGE OR CONSOLIDATE WITH ANY OTHER PERSON, ACQUIRE ANY OPERATION
OR BUSINESS FROM ANY OTHER PERSON, OR RESTRUCTURE, REORGANIZE OR COMPLETELY OR
PARTIALLY LIQUIDATE;
(C)
EXCEPT FOR THE NEW SHARES ISSUANCE, (I) ISSUE, GRANT OR SELL ANY
SHARES OF ITS CAPITAL STOCK, (II) ISSUE, GRANT OR SELL ANY SECURITY, OPTION,
WARRANT, CALL, SUBSCRIPTION OR OTHER RIGHT OF ANY KIND, FIXED OR CONTINGENT,
THAT DIRECTLY OR INDIRECTLY CALLS FOR THE ISSUANCE, SALE, PLEDGE OR OTHER
DISPOSITION OF ANY SHARES OF ITS CAPITAL STOCK, (III) ENTER INTO ANY AGREEMENT,
COMMITMENT OR UNDERSTANDING CALLING FOR ANY TRANSACTION REFERRED TO IN CLAUSE
(I) OR (II) OF THIS PARAGRAPH (B), OR (IV) MAKE ANY OTHER CHANGES IN ITS EQUITY
CAPITAL STRUCTURE;
(D)
DECLARE, SET ASIDE OR PAY