OF PRODUCTS IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE;
(F)
PAYMENT OF OBLIGATIONS:
PAY, DISCHARGE
OR SATISFY ANY LIABILITY ARISING OTHER THAN IN THE ORDINARY COURSE OF BUSINESS,
OTHER THAN THE PAYMENT, DISCHARGE OR SATISFACTION OF LIABILITIES REFLECTED OR
RESERVED AGAINST IN THE SELLERS' FINANCIAL STATEMENTS;
(G)
CAPITAL EXPENDITURES:
MAKE ANY CAPITAL
EXPENDITURES, CAPITAL ADDITIONS OR CAPITAL IMPROVEMENTS IN EXCESS OF $100,000
INDIVIDUALLY OR IN THE AGGREGATE;
(H)
EMPLOYEE BENEFIT PLANS; NEW HIRES; PAY
INCREASES:
ADOPT OR AMEND ANY PLAN, OR HIRE ANY NEW CONSULTANT OR EMPLOYEE, PAY
ANY SPECIAL BONUS OR SPECIAL REMUNERATION TO ANY EMPLOYEE, CONSULTANT OR
DIRECTOR OR INCREASE THE SALARIES, WAGE RATES OR COMPENSATION OF ANY EMPLOYEE OR
CONSULTANT (OTHER THAN AS MAY BE REQUIRED BY THE TERMS OF ANY CONTRACT OR ANY
PLAN OR AS MAY BE REQUIRED BY LAW;
(I)
SEVERANCE ARRANGEMENTS:
GRANT ANY
SEVERANCE OR TERMINATION PAY (I) TO ANY DIRECTOR, OFFICER OR CONSULTANT OR
(II) TO ANY OTHER EMPLOYEE EXCEPT PAYMENTS MADE PURSUANT TO STANDARD WRITTEN
AGREEMENTS OUTSTANDING ON THE DATE HEREOF (OTHER THAN AS MAY BE REQUIRED BY THE
TERMS OF ANY CONTRACT OR ANY PLAN OR AS MAY BE REQUIRED BY LAW, OR PLANNED
ANNUAL INCREASES IN THE RATES OF COMPENSATION IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE);
(J)
LAWSUITS:
COMMENCE A LAWSUIT OTHER THAN
(I) FOR THE ROUTINE COLLECTION OF BILLS, (II) IN SUCH CASES WHERE SELLERS
DETERMINE IN GOOD FAITH THAT FAILURE TO COMMENCE SUIT WOULD RESULT IN THE
MATERIAL IMPAIRMENT OF A VALUABLE ASPECT OF ITS BUSINESS, PROVIDED THAT SELLERS
CONSULT WITH THE ACQUIRER PRIOR TO THE FILING OF SUCH A SUIT, OR (III) FOR A
BREACH OF THIS AGREEMENT;
30
(K)
ACQUISITIONS:
ACQUIRE OR AGREE TO ACQUIRE BY MERGING OR
CONSOLIDATING WITH, OR BY PURCHASING A SUBSTANTIAL PORTION OF THE ASSETS OF, OR
BY ANY OTHER MANNER, ANY BUSINESS OR ANY CORPORATION, PARTNERSHIP, ASSOCIATION
OR OTHER BUSINESS ORGANIZATION OR DIVISION THEREOF;
(L)
TAXES:
MAKE OR CHANGE ANY MATERIAL ELECTION IN RESPECT OF TAXES,
ADOPT OR CHANGE ANY MATERIAL ACCOUNTING METHOD IN RESPECT OF TAXES;
(M)
INVENTORY:
MAKE IMMATERIAL PURCHASES OF ANY PRODUCT FOR THE
PRIMARY PURPOSE OF CHANGING THE AGING OF THE INVENTORY OF SUCH PRODUCT WITHOUT A
LEGITIMATE BUSINESS PURPOSE (IT BEING UNDERSTOOD THAT SUCH BUSINESS PURPOSES CAN
NOT BE TO SHORTEN THE AGE OF THE INVENTORY OF SUCH PRODUCT); OR
(N)
OTHER:
TAKE OR AGREE IN WRITING OR OTHERWISE TO TAKE, ANY OF THE
ACTIONS DESCRIBED IN SECTION 4.1(A) THROUGH SECTION 4.1(L) ABOVE.
SECTION 4.2
CONDUCT OF THE BUSINESS OF THE ACQUIRER.
DURING THE
PERIOD FROM THE DATE OF THIS AGREEMENT AND CONTINUING UNTIL THE EARLIER OF THE
TERMINATION OF THIS AGREEMENT AND THE CLOSING, THE ACQUIRER SHALL NOT, AND SHALL
NOT PERMIT ANY OF ITS AFFILIATES TO TAKE, OR AGREE TO COMMIT TO TAKE, (I) ANY
ACTION THAT WOULD OR IS REASONABLY LIKELY TO DELAY THE RECEIPT OF, OR IMPACT THE
ABILITY OF A PARTY TO OBTAIN, ANY APPROVAL OR CONSENT NECESSARY FOR THE
CONSUMMATIONS OF