DO ALL THINGS NECESSARY, PROPER OR
ADVISABLE TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
INCLUDING USING ITS REASONABLE BEST EFFORTS TO ENSURE THAT (I) ITS
REPRESENTATIONS AND WARRANTIES REMAIN TRUE AND CORRECT IN ALL MATERIAL RESPECTS
THROUGH THE CLOSING DATE AND (II) THE CONDITIONS TO THE OBLIGATIONS OF THE OTHER
PARTY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE
SATISFIED. FOR THESE PURPOSES, SELLERS HEREBY AUTHORIZES BUYER TO INTERVIEW THE
BUSINESS EMPLOYEES, REVIEW FINANCIAL STATEMENTS AND ALL FINANCIAL AND ACCOUNTING
DATA (BUT ONLY TO THE EXTENT IT IS RELATED TO THE OPERATION OF THE ACQUIRED
BUSINESS AND SPECIFICALLY EXCLUDING ANY PROFIT-RELATED DATA) AND IN GENERAL
TERMS, PREPARE THE FACILITY FOR AN ADEQUATE AND SMOOTH TAKE OVER OF THE
OPERATIONS; PROVIDED THAT THESE ACTIVITIES ARE DONE IN A MANNER NOT TO INTERFERE
WITH THE ACQUIRED BUSINESS.
4.2
CONSENTS.
EACH PARTY SHALL USE ITS REASONABLE BEST EFFORTS TO
OBTAIN ALL THIRD PARTY CONSENTS REQUIRED FOR CLOSING.
4.3
REQUISITE APPROVAL.
THE SELLERS SHALL USE THEIR REASONABLE BEST
EFFORTS TO OBTAIN, AS PROMPTLY AS PRACTICABLE, THE REQUISITE APPROVAL, EITHER AT
A SPECIAL MEETING OF STOCKHOLDERS, OR PURSUANT TO A WRITTEN STOCKHOLDER CONSENT,
ALL IN ACCORDANCE WITH THE APPLICABLE REQUIREMENTS OF THE LAW OF ITS
INCORPORATION.
4.4
OPERATION OF BUSINESS.
EXCEPT AS CONTEMPLATED BY THIS AGREEMENT,
DURING THE PERIOD FROM THE DATE OF THIS AGREEMENT TO THE CLOSING, THE SELLERS
SHALL CONDUCT THE ACQUIRED BUSINESS IN THE ORDINARY COURSE OF BUSINESS AND IN
COMPLIANCE WITH ALL APPLICABLE LAWS AND REGULATIONS AND, TO THE EXTENT
CONSISTENT THEREWITH, USE THEIR REASONABLE BEST EFFORTS TO PRESERVE INTACT ITS
CURRENT BUSINESS ORGANIZATION, KEEP ITS PHYSICAL ASSETS IN GOOD WORKING
CONDITION, KEEP AVAILABLE THE SERVICES OF ITS CURRENT OFFICERS AND EMPLOYEES AND
PRESERVE ITS RELATIONSHIPS WITH CUSTOMERS, SUPPLIERS AND OTHERS HAVING BUSINESS
DEALINGS WITH IT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PRIOR TO
THE CLOSING, THE SELLERS SHALL NOT, WITHOUT THE WRITTEN CONSENT OF THE BUYER:
(A)
(I) ENTER INTO, ADOPT OR AMEND ANY EMPLOYEE BENEFIT PLAN (EXCEPT
AS REQUIRED BY LAW) OR (II) EXCEPT IN THE ORDINARY COURSE OF BUSINESS, INCREASE
IN ANY MANNER THE
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COMPENSATION OR FRINGE BENEFITS OF, OR MATERIALLY MODIFY THE EMPLOYMENT TERMS OF
OR PAY ANY BONUS OR OTHER BENEFIT TO, ANY BUSINESS EMPLOYEE;
(B)
WITH RESPECT TO THE ACQUIRED BUSINESS, ACQUIRE, SELL, LEASE,
LICENSE OR DISPOSE OF ANY
FIXED ASSETS, OTHER THAN PURCHASES AND SALES OF
ASSETS IN THE ORDINARY COURSE OF BUSINESS;
(C)
AMEND ITS CERTIFICATE OF INCORPORATION, BYLAWS OR OTHER
ORGANIZATIONAL DOCUMENTS IN A MANNER THAT COULD HAVE AN ADVERSE EFFECT ON THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT;
(D)
MAKE ANY NEW ELECTIONS, OR CHANGES TO ANY CURRENT ELECTIONS, WITH
RESPECT TO TAXES THAT AFFECT THE ACQUIRED ASSETS;
(E)
MODIFY, WAIVE ANY RIGHT UNDER, AMEND IN ANY MATERIAL RESPECT, TAKE
OR OMIT TO TAKE ANY ACTION THAT WOULD CONSTITUTE A VIOLATION OR DEFAULT UNDER,
OR TERMINATE, THE ASSUMED CONTRACTS;
(F)
ENTER INTO ANY MATERIAL CONTRACT OR COMMITMENT AFFECTING THE
ACQUIRED BUSINESS EXCEPT FOR THE NORMAL SALE OF