OR ANY DEBT OR EQUITY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR
COMPANY STOCK CAPITAL STOCK OF ANY COMPANY SUBSIDIARY OR ANY UNITS OR OTHER
RIGHTS THAT ARE TIED TO COMPANY STOCK (E.G., RESTRICTED STOCK UNITS OR STOCK
APPRECIATION RIGHTS) OR CAPITAL STOCK OF ANY COMPANY SUBSIDIARY;
(D)
NOT (I) INCUR OR BECOME CONTINGENTLY LIABLE
WITH RESPECT TO ANY MATERIAL INDEBTEDNESS FOR BORROWED MONEY OTHER THAN (X)
BORROWINGS IN THE ORDINARY COURSE OF BUSINESS, OR (Y) BORROWINGS TO REFINANCE
EXISTING INDEBTEDNESS, (II) REDEEM, PURCHASE, ACQUIRE OR OFFER TO PURCHASE OR
ACQUIRE ANY SHARES OF COMPANY COMMON STOCK OR ANY OPTIONS, WARRANTS OR RIGHTS TO
ACQUIRE ANY COMPANY STOCK OR ANY SECURITY CONVERTIBLE INTO OR EXCHANGEABLE FOR
COMPANY STOCK, EXCEPT IN ACCORDANCE WITH CERTAIN STOCK RESTRICTION AGREEMENTS
CURRENTLY IN EFFECT BY AND BETWEEN THE COMPANY AND CERTAIN PERSONS, (III) EXCEPT
FOR BUDGETED CAPITAL EXPENDITURES RELATED TO EQUIPMENT PURCHASES AND TENANT
IMPROVEMENTS THAT HAVE BEEN PREVIOUSLY DISCLOSED TO PARENT, MAKE ANY ACQUISITION
OF ANY ASSETS AND EXPENDITURES FOR FIXED OR CAPITAL ASSETS OTHER THAN
EXPENDITURES SET FORTH ON THE COMPANY DISCLOSURE LETTER (IN EACH CASE, AFTER
CONSULTATION WITH PARENT) OR EXPENDITURES IN THE ORDINARY COURSE OF BUSINESS
WHICH, IN SUCH CASES OF $100,000 OR MORE IN THE AGGREGATE, SHALL BE ON TERMS
REASONABLY ACCEPTABLE TO PARENT, (IV) SELL, PLEDGE, DISPOSE OF OR ENCUMBER ANY
ASSETS OR BUSINESSES OTHER THAN SALES OF INVENTORY AND SALES OF ASSETS IN THE
ORDINARY COURSE OF BUSINESS WHICH, IN SUCH CASES INVOLVING $100,000 OR MORE IN
THE AGGREGATE, SHALL BE ON TERMS REASONABLY ACCEPTABLE TO PARENT, OR (V) ENTER
INTO ANY CONTRACT, AGREEMENT, COMMITMENT OR ARRANGEMENT WITH RESPECT TO ANY OF
THE FOREGOING;
(E)
USE ALL COMMERCIALLY REASONABLE EFFORTS TO
PRESERVE INTACT THEIR RESPECTIVE BUSINESS ORGANIZATIONS AND GOODWILL, KEEP
AVAILABLE THE SERVICES OF THEIR RESPECTIVE PRESENT OFFICERS AND KEY EMPLOYEES,
AND PRESERVE THE GOODWILL AND BUSINESS RELATIONSHIPS WITH CUSTOMERS, VENDORS AND
OTHERS HAVING BUSINESS RELATIONSHIPS WITH THEM AND NOT ENGAGE IN ANY ACTION,
DIRECTLY OR INDIRECTLY, WITH THE INTENT TO ADVERSELY IMPACT THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT;
(F)
NOT ENTER INTO OR AMEND ANY EMPLOYMENT,
COLLECTIVE BARGAINING, SEVERANCE, RETIREMENT, DEFERRED COMPENSATION, BONUS,
CHANGE OF CONTROL, OR SPECIAL PAY ARRANGEMENT WITH RESPECT TO TERMINATION OF
EMPLOYMENT, CHANGE IN THE TERMS OF EMPLOYMENT OR OTHER SIMILAR ARRANGEMENTS OR
AGREEMENTS WITH ANY DIRECTORS, OFFICERS OR EMPLOYEES TO INCREASE THE BENEFITS
PROVIDED OR TO PROVIDE ADDITIONAL OR NEW BENEFITS TO ANY SUCH PERSON;
40
(G)
NOT ADOPT, ACCELERATE, ENTER INTO OR AMEND
ANY SEVERANCE, BONUS, PROFIT SHARING, COMPENSATION, STOCK OPTION, PENSION,
RETIREMENT, DEFERRED COMPENSATION, HEALTH CARE, RETIREE MEDICAL, CHANGE OF
CONTROL,
EMPLOYMENT OR OTHER EMPLOYEE BENEFIT PLAN, AGREEMENT, TRUST, FUND OR
ARRANGEMENT FOR THE BENEFIT OR WELFARE OF ANY EMPLOYEE OR RETIREE, EXCEPT AS
REQUIRED BY THE TERMS THEREOF OR AS REQUIRED TO COMPLY WITH CHANGES IN
APPLICABLE LAW AND NOT INCREASE THE WAGES OF ANY DIRECTORS, OFFICERS OR
EMPLOYEES EXCEPT IN THE ORDINARY COURSE AND CONSISTENT WITH PAST PRACTICE;
(H)
MAINTAIN WITH ADEQUATELY CAPITALIZED
INSURANCE COMPANIES INSURANCE COVERAGE FOR