ANY BUSINESS OR THE START-UP
OF ANY NEW BUSINESS;
(H)
MERGE, CONSOLIDATE, OR COMBINE WITH OR INTO ANY OTHER PERSON;
(I)
WAIVE ANY MATERIAL RIGHTS OR CLAIMS;
(J)
COMMIT A BREACH OF, OR AMEND OR TERMINATE (OTHER THAN IN
ACCORDANCE WITH ITS TERMS), ANY CONTRACT, PERMIT, LICENSE, OR OTHER RIGHT,
EXCEPT FOR BREACHES THAT ARE NOT REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE
EFFECT;
(K)
ENTER INTO ANY OTHER TRANSACTION (I) THAT IS NOT NEGOTIATED AT
ARM'S LENGTH, (II) OUTSIDE THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST
PRACTICE, OR (III) PROHIBITED PURSUANT TO THIS AGREEMENT;
(L)
OTHER THAN THE TRANSACTIONS DESCRIBED IN THIS AGREEMENT,
NEGOTIATE OR CONCLUDE ANY CONTRACT OR ENTER INTO ANY OTHER TRANSACTION WITH ANY
SELLER PARTY OR ANY AFFILIATE OR INSIDER OF ANY SELLER PARTY; OR
-47-
(M)
ENTER INTO ANY DISCUSSIONS OR CONTRACTS WITH RESPECT TO, OR
OTHERWISE FACILITATE OR ATTEMPT TO FACILITATE, ANY OF THE FOREGOING.
8.9
NOTIFICATION OF CERTAIN MATTERS.
UPON OBTAINING KNOWLEDGE
THEREOF, A SELLER PARTY SHALL GIVE PROMPT WRITTEN NOTICE TO PURCHASER OF ANY
MATERIAL BREACH, FAILURE TO FULFILL, OR DEFAULT ON THE PART OF SUCH SELLER
PARTY OF ANY OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT
OR IN THE DUE AND TIMELY PERFORMANCE AND SATISFACTION OF ANY OF THE COVENANTS OR
AGREEMENTS OF SUCH SELLER PARTY CONTAINED IN THIS AGREEMENT, SUCH THAT THE
CONDITIONS TO CLOSING SET FORTH IN SECTION 3.1 COULD NOT BE SATISFIED.
IF UPON
THE RECEIPT OF ANY SUCH NOTICE AND THE EXPIRATION OF THE APPLICABLE CURE PERIOD
SET FORTH IN SECTION 10.1(C) BELOW, PURCHASER DOES NOT TERMINATE THIS AGREEMENT
PURSUANT TO SECTION 10.1(C), PURCHASER HEREBY RELEASES AND WAIVE ANY AND ALL
ACTIONS, CLAIMS, SUITS, DAMAGES OR RIGHTS TO INDEMNIFICATION PURSUANT TO
ARTICLE 9 WITH RESPECT ANY LOSS ARISING OUT OF SUCH BREACH, FAILURE TO FULFILL,
OR DEFAULT.
8.10
NONSOLICITATION; NONCOMPETE.
IF THE CLOSING OCCURS, HANCOCK
AGREES NOT TO, FOR A PERIOD OF ONE (1) YEAR AFTER THE CLOSING DATE, DIRECTLY OR
INDIRECTLY, HIRE OR SOLICIT (OTHER THAN BY GENERAL SOLICITATION NOT AIMED AT THE
KEY EMPLOYEES OF THE COMPANY) ANY KEY EMPLOYEE OR OTHERWISE ENCOURAGE ANY KEY
EMPLOYEE TO LEAVE THE EMPLOY OF THE COMPANY (OR ANY SUCCESSOR EMPLOYER WHO IS AN
AFFILIATE OF PURCHASER).
IF THE CLOSING OCCURS, HANCOCK WILL NOT PERMIT ITS
BOND AND CORPORATE FINANCE GROUP (OR ANY SUCCESSOR TO SUCH GROUP), EITHER ON
BEHALF OF HANCOCK OR AN AFFILIATE OF HANCOCK, TO ACQUIRE A CONTROLLING INTEREST
IN (A) ANY COMPETITOR, OR (B) ANY OTHER PERSON IDENTIFIED BY PURCHASER IN
WRITING TO HANCOCK, AS LONG AS HANCOCK DOES NOT HOLD A CONTROLLING INTEREST IN
SUCH PERSON AS OF THE DATE SUCH NOTICE IS RECEIVED AND PROVIDED THAT PURCHASER
SHALL ONLY HAVE THE RIGHT TO IDENTIFY UP TO THREE (3) PERSONS PURSUANT TO THIS
CLAUSE (B).
THE PRECEDING SENTENCE SHALL NOT PREVENT HANCOCK OR AN AFFILIATE OF
HANCOCK FROM ACQUIRING A CONTROLLING INTEREST IN ANY PERSON AS A RESULT OF A
BANKRUPTCY OR OUT OF BANKRUPTCY COURT RESTRUCTURING OR SIMILAR PROCEEDING.