INCLUDING
REPURCHASES OF UNVESTED SHARES
33
AT COST IN CONNECTION WITH THE TERMINATION OF THE RELATIONSHIP WITH ANY EMPLOYEE
OR CONSULTANT PURSUANT TO STOCK OPTION OR PURCHASE AGREEMENTS IN EFFECT ON THE
DATE HEREOF;
(F)
ISSUE, DELIVER, SELL, AUTHORIZE, PLEDGE OR OTHERWISE ENCUMBER, OR
AGREE TO ANY OF THE FOREGOING WITH RESPECT TO, ANY SHARES OF CAPITAL STOCK OR
ANY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR SHARES OF CAPITAL STOCK, OR
SUBSCRIPTIONS, RIGHTS, WARRANTS OR OPTIONS TO ACQUIRE ANY SHARES OF CAPITAL
STOCK OR ANY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR SHARES OF CAPITAL
STOCK, OR ENTER INTO OTHER AGREEMENTS OR COMMITMENTS OF ANY CHARACTER OBLIGATING
IT TO ISSUE ANY SUCH SHARES OR CONVERTIBLE OR EXCHANGEABLE SECURITIES, EXCEPT
FOR (I) THE ISSUANCE OF COMPANY COMMON STOCK UPON THE EXERCISE OF OUTSTANDING
COMPANY STOCK OPTIONS OR WARRANTS, OR ISSUANCE OF COMMON STOCK UPON THE
CONVERSION OF ANY COMPANY PREFERRED STOCK;
(G)
AMEND ITS CHARTER DOCUMENTS UNLESS REQUIRED TO DO SO HEREUNDER;
(H)
ACQUIRE OR AGREE TO ACQUIRE BY MERGING OR CONSOLIDATING WITH, OR
BY PURCHASING ANY EQUITY INTEREST IN OR A PORTION OF THE ASSETS OF, OR BY ANY
OTHER MANNER, ANY BUSINESS OR ANY CORPORATION, PARTNERSHIP, ASSOCIATION OR OTHER
BUSINESS ORGANIZATION OR DIVISION THEREOF, OR OTHERWISE ACQUIRE OR AGREE TO
ACQUIRE ANY ASSETS WHICH ARE MATERIAL, INDIVIDUALLY OR IN THE AGGREGATE, TO THE
BUSINESS OF PARENT OR THE COMPANY AS APPLICABLE, OR ENTER INTO ANY JOINT
VENTURES, STRATEGIC PARTNERSHIPS OR ALLIANCES OR OTHER ARRANGEMENTS THAT PROVIDE
FOR EXCLUSIVITY OF TERRITORY OR OTHERWISE RESTRICT SUCH PARTY'S ABILITY TO
COMPETE OR TO OFFER OR SELL ANY PRODUCTS OR SERVICES, OTHER THAN FRANCHISE AND
AREA DEVELOPMENT AGREEMENTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS UPON
PRIOR NOTICE TO PARENT;
(I)
SELL, LEASE, LICENSE, ENCUMBER OR OTHERWISE DISPOSE OF ANY
PROPERTIES OR ASSETS, EXCEPT (A) SALES OF INVENTORY IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICE AND (B) AND THE SALE, LEASE OR
DISPOSITION (OTHER THAN THROUGH LICENSING) OF PROPERTY OR ASSETS THAT ARE NOT
MATERIAL, INDIVIDUALLY OR IN THE AGGREGATE, TO THE BUSINESS OF SUCH PARTY;
(J)
INCUR INDEBTEDNESS, EXCEPT FOR UP TO $22,000,000 OF INDEBTEDNESS
(INCLUDING TOTAL INDEBTEDNESS) INCURRED IN THE ORDINARY COURSE OF BUSINESS TO
CARRY OUT THE BUSINESS PLAN. FOR PURPOSES OF THE FOREGOING, "INDEBTEDNESS" SHALL
MEAN (A) ALL OBLIGATIONS OF THE COMPANY FOR BORROWED MONEY OR WITH RESPECT TO
DEPOSITS OR ADVANCES OF ANY KIND (OTHER THAN DEPOSITS OR ADVANCES IN RESPECT OF
DEFERRED REVENUE), (B) ALL OBLIGATIONS OF THE COMPANY EVIDENCED BY BONDS,
DEBENTURES, NOTES OR SIMILAR INSTRUMENTS, (C) ALL OBLIGATIONS OF THE COMPANY
UPON WHICH INTEREST IS CUSTOMARILY PAID, (D) ALL OBLIGATIONS OF THE COMPANY FOR
PURCHASE MONEY FINANCING, INCLUDING OBLIGATIONS UNDER CONDITIONAL SALE OR OTHER
TITLE RETENTION AGREEMENTS OR ISSUED OR ASSUMED IN RESPECT OF DEFERRED PURCHASE
PRICE, RELATING TO ASSETS PURCHASED BY THE COMPANY, (E) ALL GUARANTEES BY THE
COMPANY OF ANY OBLIGATION OF THE TYPE DESCRIBED IN THE CLAUSES HEREOF OF ANY
OTHER PERSON, (F) ALL CAPITAL LEASE OBLIGATIONS OF