to any employee,
director, officer or consultant of Seller, provided that this shall not serve to
prohibit Seller from paying any severance or termination pay (or pay in lieu of
advance notice) which Seller was obligated to pay pursuant to any agreement,
policy or practice entered into prior to the execution of this Agreement, even
if the event triggering the actual obligation to pay such amounts occurs after
the execution of this Agreement; (v) adopt or materially amend any employee or
fringe benefit plans, agreements or arrangements, except as required pursuant to
applicable Law; or (vi) engage in any work force reduction or restructuring
resulting in employee layoffs triggering the notification requirements under the
Worker Adjustment and Retraining Notification Act or similar applicable state or
municipal statute or ordinance;
(D)
NOT MAKE ANY CHANGE IN ANY ACCOUNTING PRINCIPLE, METHOD, ESTIMATE
OR PRACTICE, EXCEPT FOR ANY SUCH CHANGE REQUIRED BY REASON OF A CONCURRENT
CHANGE IN GAAP;
(E)
NOT (I) ENTER INTO ANY CONTRACT, AGREEMENT, COMMITMENT OR BINDING
UNDERSTANDING OR ARRANGEMENT REQUIRING PERFORMANCE DURING OR FOLLOWING A PERIOD
IN EXCESS OF ONE YEAR OR OUTSIDE OF THE ORDINARY COURSE OF BUSINESS CONSISTENT
WITH PAST PRACTICE; OR (II) WITHOUT PRIOR CONSULTATION WITH PURCHASER, RENEW,
FAIL TO RENEW, OR PERMIT OR NOT PERMIT TO BE AUTOMATICALLY RENEWED ANY MATERIAL
AGREEMENT, INCLUDING ANY MATERIAL CUSTOMER, SUPPLIER, DISTRIBUTOR, LICENSING,
EMPLOYMENT OR OTHER MATERIAL CONTRACTS, TO WHICH SELLER IS A PARTY (OTHER THAN
AMENDMENTS OR TERMINATIONS OF AGREEMENTS PURSUANT TO OR CONTEMPLATED BY THIS
AGREEMENT);
(F)
NOT (I) CANCEL, MATERIALLY MODIFY OR MATERIALLY AMEND ANY REAL
PROPERTY LEASE OR MATERIAL CONTRACT; (II) CONTRACT FOR OR INCUR ANY EXPENSE IN
CONNECTION WITH OPENING ANY ADDITIONAL BUSINESS FACILITY; (III) CANCEL ANY OF
THE LISTED PERMITS OR ALLOW ANY LISTED PERMIT TO EXPIRE OR NOT BE RENEWED; (IV)
REVALUE ANY OF ITS MATERIAL ASSETS OR ANY MATERIAL AMOUNT OF ITS PROPERTIES,
OTHER THAN IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE; OR
(V) SELL OR DISPOSE OF ANY OF THE PURCHASED ASSETS (EXCEPT FOR THE SALE OF
INVENTORY AND THE DISPOSITION OF DAMAGED OR DEFECTIVE INVENTORY, EQUIPMENT OR
OTHER MATERIAL IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE), OR PERMIT THE CREATION OF ANY LIEN, EXCEPT FOR PERMITTED LIENS;
(G)
NOT ENTER INTO OR AMEND ANY AGREEMENTS PURSUANT TO WHICH ANY OTHER
PARTY IS GRANTED EXCLUSIVE MARKETING, MANUFACTURING OR OTHER EXCLUSIVE RIGHTS OF
ANY TYPE OR SCOPE WITH RESPECT TO ANY OF ITS PRODUCTS OR PROPRIETARY TECHNOLOGY,
OTHER THAN EXCLUSIVE RIGHTS OF SELLER'S CUSTOMERS IN MOLDS, TOOLING AND OTHER
DESIGN MATERIALS OF SUCH CUSTOMERS;
(H)
NOT AMEND THE CERTIFICATE OF INCORPORATION, BYLAWS OR SIMILAR
ORGANIZATIONAL DOCUMENTS OF SELLER;
(I)
NOT MERGE OR CONSOLIDATE WITH ANY OTHER PERSON OR ACQUIRE A
MATERIAL AMOUNT OF ASSETS OR EQUITY OR DEBT SECURITIES FROM ANY OTHER PERSON,
EXCEPT FOR PURCHASES OF
32
supplies and capital expenditures in the ordinary course of business consistent
with past practice or otherwise in accordance with Seller's projections;
(J)
NOT COMMENCE A LAWSUIT,