ANY RESPECT, OR ACCELERATE THE VESTING UNDER ANY
EXEGY EMPLOYEE PLAN, EMPLOYMENT AGREEMENT, OPTION, LICENSE AGREEMENT OR
RETIREMENT AGREEMENTS, OR (V) HIRE ANY EMPLOYEE WITH AN ANNUAL BASE SALARY IN
EXCESS OF $180,000;
(J)
CHANGE (I) EXEGY'S METHODS OF ACCOUNTING (OR TAX ACCOUNTING) IN
EFFECT AT DECEMBER 31, 2005 EXCEPT AS REQUIRED BY CHANGES IN GAAP, AS CONCURRED
WITH BY ITS INDEPENDENT PUBLIC ACCOUNTANTS, OR (II) EXEGY'S FISCAL YEAR;
(K)
(I) SETTLE, PROPOSE TO SETTLE OR COMMENCE, ANY LITIGATION,
INVESTIGATION, ARBITRATION, PROCEEDING OR OTHER CLAIM THAT IS MATERIAL TO THE
BUSINESS OF EXEGY, OTHER THAN THE PAYMENT, DISCHARGE OR SATISFACTION, IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE OF LIABILITIES (X)
RECOGNIZED OR DISCLOSED IN THE EXEGY FINANCIAL STATEMENTS (OR THE NOTES THERETO)
OR (Y) INCURRED SINCE THE DATE OF SUCH EXEGY FINANCIAL STATEMENTS IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE, OR (II) MAKE ANY
MATERIAL TAX ELECTION OR ENTER INTO ANY MATERIAL SETTLEMENT OR COMPROMISE OF ANY
TAX LIABILITY;
(L)
ENTER INTO ANY NEW MATERIAL LINE OF BUSINESS NOT PREVIOUSLY
DISCLOSED; OR
(M)
AGREE, RESOLVE OR COMMIT TO DO ANY OF THE FOREGOING.
SECTION 7.3.
COOPERATION IN RECEIPT OF CONSENTS.
(A)
THE PARTIES HERETO SHALL COOPERATE WITH ONE ANOTHER IN (I)
DETERMINING WHETHER ANY OTHER ACTION BY OR IN RESPECT OF, OR FILING WITH, ANY
GOVERNMENTAL ENTITY IS REQUIRED, OR ANY ACTIONS, CONSENTS, APPROVALS OR WAIVERS
ARE REQUIRED TO BE OBTAINED FROM PARTIES TO ANY MATERIAL CONTRACTS, IN
CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, (II)
SEEKING ANY SUCH OTHER ACTIONS, CONSENTS, APPROVALS OR WAIVERS OR MAKING ANY
SUCH FILINGS, FURNISHING INFORMATION REQUIRED IN CONNECTION THEREWITH AND
SEEKING PROMPTLY TO OBTAIN ANY SUCH ACTIONS, CONSENTS, APPROVALS OR WAIVERS.
27
(B)
EACH PARTY HERETO SHALL AFFORD THE OTHER PARTIES HERETO REASONABLE
OPPORTUNITIES TO REVIEW ANY COMMUNICATION GIVEN BY IT TO, AND CONSULT WITH EACH
OTHER IN ADVANCE OF ANY MEETING OR CONFERENCE WITH, ANY GOVERNMENTAL ENTITY OR,
IN CONNECTION WITH ANY PROCEEDING BY A PRIVATE PARTY, WITH ANY OTHER PERSON, AND
TO THE EXTENT PERMITTED BY THE APPLICABLE GOVERNMENTAL ENTITY OR OTHER PERSON,
GIVE THE OTHER PARTIES THE OPPORTUNITY TO ATTEND AND PARTICIPATE IN SUCH
MEETINGS AND CONFERENCES, IN EACH CASE IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY.
SECTION 7.4.
PUBLIC ANNOUNCEMENTS.
THE PARTIES HERETO SHALL CONSULT WITH EACH
OTHER BEFORE ISSUING ANY PRESS RELEASE OR, TO THE EXTENT PRACTICAL, OTHERWISE
MAKING ANY PUBLIC STATEMENT WITH RESPECT TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 7.4 SHALL
BE DEEMED TO PROHIBIT ANY PARTY FROM MAKING ANY TIMELY DISCLOSURE WHICH ITS
COUNSEL DEEMS NECESSARY OR ADVISABLE IN ORDER TO SATISFY SUCH PARTY'S DISCLOSURE
OBLIGATIONS UNDER APPLICABLE LAW IF SUCH PARTY SHALL USE REASONABLE EFFORTS TO
NOTIFY THE OTHER PARTIES HERETO OF THE CONTENTS OF THE DISCLOSURE PRIOR TO SUCH
DISCLOSURE.
SECTION 7.5.
ACCESS TO INFORMATION; NOTIFICATION OF CERTAIN MATTERS.
(A)
FROM THE DATE HEREOF UNTIL THE CLOSING OR THE TERMINATION OF THIS
AGREEMENT AND SUBJECT TO