THE NOTES
THERETO) OR (Y) INCURRED SINCE THE DATE OF SUCH HYPERFEED FINANCIAL STATEMENTS
IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE, OR (II) MAKE
ANY MATERIAL TAX ELECTION OR ENTER INTO ANY MATERIAL SETTLEMENT OR COMPROMISE OF
ANY TAX LIABILITY;
(L)
ENTER INTO ANY NEW MATERIAL LINE OF BUSINESS NOT PREVIOUSLY
DISCLOSED IN ANY HYPERFEED SEC DOCUMENT FILED PRIOR TO THE DATE HEREOF; OR
(M)
AGREE, RESOLVE OR COMMIT TO DO ANY OF THE FOREGOING.
SECTION 7.2.
EXEGY INTERIM OPERATIONS.
EXCEPT AS SET FORTH IN THE EXEGY
DISCLOSURE SCHEDULE OR AS OTHERWISE EXPRESSLY CONTEMPLATED OR PERMITTED HEREBY,
OR AS REQUIRED BY ANY GOVERNMENTAL ENTITY OF COMPETENT JURISDICTION, WITHOUT THE
PRIOR CONSENT OF HYPERFEED (WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD OR
DELAYED), FROM THE DATE HEREOF UNTIL THE CLOSING OR THE TERMINATION OF THIS
AGREEMENT, EXEGY AND ITS SUBSIDIARIES SHALL CONDUCT THEIR BUSINESSES IN ALL
MATERIAL RESPECTS IN THE ORDINARY COURSE CONSISTENT WITH PAST PRACTICE AND SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO (I) PRESERVE INTACT THEIR PRESENT
BUSINESS ORGANIZATIONS, (II) MAINTAIN IN EFFECT ALL MATERIAL FOREIGN, FEDERAL,
STATE AND LOCAL LICENSES, APPROVALS AND AUTHORIZATIONS, INCLUDING, WITHOUT
LIMITATION, ALL MATERIAL LICENSES AND PERMITS THAT ARE REQUIRED FOR EXEGY AND
ITS SUBSIDIARIES TO CARRY ON THEIR BUSINESSES AND (III) PRESERVE EXISTING
RELATIONSHIPS WITH THEIR MATERIAL CUSTOMERS, LENDERS, SUPPLIERS AND OTHERS
HAVING MATERIAL BUSINESS
25
RELATIONSHIPS WITH THEM.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
EXCEPT AS OTHERWISE EXPRESSLY CONTEMPLATED OR PERMITTED BY THIS AGREEMENT, OR AS
REQUIRED BY A GOVERNMENTAL ENTITY OF COMPETENT JURISDICTION, FROM THE DATE
HEREOF UNTIL THE CLOSING OR THE TERMINATION OF THIS AGREEMENT, WITHOUT THE PRIOR
CONSENT OF HYPERFEED (WHICH CONSENT WILL NOT BE UNREASONABLY WITHHELD OR
DELAYED), EXEGY AND THE EXEGY SUBSIDIARIES SHALL NOT, EXCEPT TO THE EXTENT
REQUIRED TO COMPLY WITH ITS OBLIGATIONS HEREUNDER OR REQUIRED BY LAW:
(A)
AMEND OR PROPOSE TO SO AMEND ITS CERTIFICATE OF INCORPORATION,
BYLAWS OR OTHER GOVERNING DOCUMENTS;
(B)
SPLIT, COMBINE OR RECLASSIFY ANY SHARES OF CAPITAL STOCK OF EXEGY
OR DECLARE, SET ASIDE OR PAY ANY DIVIDEND;
(C)
(I) ISSUE, DELIVER OR SELL, OR AUTHORIZE THE ISSUANCE, DELIVERY OR
SALE OF, ANY SHARES OF ITS CAPITAL STOCK OF ANY CLASS OR ANY SECURITIES
CONVERTIBLE INTO OR EXERCISABLE FOR, OR ANY RIGHTS, WARRANTS OR OPTIONS TO
ACQUIRE, ANY SUCH CAPITAL STOCK OR ANY SUCH CONVERTIBLE SECURITIES, OTHER THAN
ITS COMMON STOCK UPON THE EXERCISE OF STOCK OPTIONS IN ACCORDANCE WITH THEIR
PRESENT TERMS, OR (II) AMEND IN ANY RESPECT ANY TERM OF ANY OUTSTANDING SECURITY
OF EXEGY;
(D)
OTHER THAN IN CONNECTION WITH TRANSACTIONS NOT PROHIBITED BY
SECTION 7.2(E), INCUR ANY CAPITAL EXPENDITURES OR ANY OBLIGATIONS OR LIABILITIES
IN RESPECT THEREOF, EXCEPT FOR THOSE (I) CONTEMPLATED BY THE CAPITAL EXPENDITURE
BUDGETS FOR EXEGY MADE AVAILABLE TO PICO, OR (II) INCURRED IN THE ORDINARY
COURSE OF BUSINESS OF EXEGY AND CONSISTENT WITH PAST PRACTICE;
(E)
EXCEPT IN THE ORDINARY COURSE OF BUSINESS, ACQUIRE (WHETHER
PURSUANT TO CASH MERGER, STOCK OR ASSET PURCHASE OR OTHERWISE) IN ONE
TRANSACTION