CLOSING DATE, BUYER WILL HAVE
SUFFICIENT FUNDS TO CONSUMMATE THE PURCHASE OF THE COMPANY STOCK BEING PURCHASED
BY IT PURSUANT TO SECTION 1.1 HEREOF.
18
ARTICLE VII
COVENANTS
7.1.
COOPERATION BY THE STOCKHOLDERS AND THE COMPANY.
FROM THE DATE
HEREOF AND PRIOR TO THE CLOSING, THE STOCKHOLDERS AND THE COMPANY WILL USE THEIR
RESPECTIVE REASONABLE BEST EFFORTS, AND WILL COOPERATE WITH BUYER, TO SECURE ALL
NECESSARY CONSENTS, APPROVALS, AUTHORIZATIONS, EXEMPTIONS, AND WAIVERS FROM
GOVERNMENTAL AUTHORITIES OR OTHER THIRD PARTIES (INCLUDING ANY REQUIRED PURSUANT
TO THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF 1974, AS AMENDED (THE
"HSR ACT"), OR SIMILAR FOREIGN ANTITRUST/COMPETITION LAWS), AS SHALL BE REQUIRED
IN ORDER TO ENABLE THE COMPANY AND THE STOCKHOLDERS TO EFFECT THE TRANSACTIONS
CONTEMPLATED HEREBY, AND WILL OTHERWISE USE THEIR RESPECTIVE REASONABLE BEST
EFFORTS TO CAUSE THE CONSUMMATION OF SUCH TRANSACTIONS, IN ACCORDANCE WITH THE
TERMS AND CONDITIONS HEREOF.
7.2.
CONDUCT OF THE BUSINESS PENDING CLOSING.
FROM AND AFTER THE DATE
HEREOF UNTIL THE CLOSING DATE, EXCEPT AS SET FORTH IN THE DISCLOSURE SCHEDULES
HERETO OR UNLESS BUYER SHALL OTHERWISE CONSENT IN WRITING, THE COMPANY AND EACH
ITS SUBSIDIARIES SHALL: (A) CARRY ON ITS BUSINESS IN THE ORDINARY COURSE IN
SUBSTANTIALLY THE SAME MANNER IN WHICH IT PREVIOUSLY HAS BEEN CONDUCTED AND, TO
THE EXTENT CONSISTENT WITH SUCH BUSINESS, USE ITS REASONABLE BEST EFFORTS TO
PRESERVE INTACT ITS PRESENT BUSINESS ORGANIZATION, TO KEEP AVAILABLE IN ALL
MATERIAL RESPECTS THE SERVICES OF ITS PRESENT OFFICERS AND EMPLOYEES, AND TO
PRESERVE FOR ITS BUSINESS THE GOOD WILL OF THE CUSTOMERS, SUPPLIERS AND OTHERS
HAVING BUSINESS RELATIONS WITH IT, (B) NOT AMEND ITS CERTIFICATE OF
INCORPORATION OR BYLAWS, OR OTHER ORGANIZATIONAL DOCUMENTS, (C) NOT ADOPT A PLAN
OF LIQUIDATION OR DISSOLUTION, AND NOT MERGE OR CONSOLIDATE WITH, OR PURCHASE
SUBSTANTIALLY ALL OR A MATERIAL PORTION OF THE ASSETS OF, OR OTHERWISE ACQUIRE
ANY BUSINESS OF ANY PERSON, (D) NOT TAKE ANY ACTION DESCRIBED IN SECTION
5.2(A)-(G), NOR OTHERWISE TAKE ANY ACTION OR OMIT TO TAKE ANY ACTIONS WHICH
ACTION OR OMISSION WOULD RESULT IN A BREACH OR INACCURACY OF ANY OF THEIR
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN IN ANY MATERIAL RESPECT AT, OR
AS OF ANY TIME PRIOR TO THE CLOSING, (E) MAINTAIN ITS BOOKS OF ACCOUNT AND
RECORDS IN ITS USUAL, REGULAR AND ORDINARY MANNER, CONSISTENT WITH ITS PAST
PRACTICE, (F) NOT TAKE ANY ACTION OR OMIT TO TAKE ANY ACTION WHICH WILL RESULT
IN A VIOLATION OF ANY APPLICABLE LAW OR CAUSE A BREACH OF ANY AGREEMENTS,
CONTRACTS OR COMMITMENTS BY IT (INCLUDING, WITHOUT LIMITATION, THE CONTRACTS),
EXCEPT FOR VIOLATIONS OR BREACHES WHICH, INDIVIDUALLY OR IN THE AGGREGATE, WOULD
NOT HAVE A MATERIAL ADVERSE EFFECT, (G) NOT ISSUE, REDEEM, REPURCHASE, SPLIT OR
RECLASSIFY ANY CAPITAL STOCK OR OTHER EQUITY SECURITIES OR ISSUE, BECOME A PARTY
TO, REDEEM OR REPURCHASE ANY SUBSCRIPTIONS, WARRANTS, RIGHTS, OPTIONS,
CONVERTIBLE SECURITIES OR OTHER AGREEMENTS OR COMMITMENTS OF ANY CHARACTER
RELATING TO ITS ISSUED OR UNISSUED CAPITAL STOCK, OR ITS OTHER EQUITY
SECURITIES, IF ANY, OR GRANT ANY STOCK APPRECIATION, PHANTOM