TO CONDUCT THE BUSINESS, ONLY IN THE ORDINARY
COURSE OF BUSINESS, SHALL USE COMMERCIALLY REASONABLE EFFORTS TO PRESERVE THE
PRESENT BUSINESS OPERATIONS, ORGANIZATION AND GOODWILL OF THE BUSINESS IN ALL
MATERIAL RESPECTS, PRESERVE THE CONDITION AND INTEGRITY OF THE ADDITIONAL ASSETS
IN ALL MATERIAL RESPECTS AND PRESERVE THE PRESENT RELATIONSHIPS WITH CUSTOMERS
AND SUPPLIERS, INCLUDING THE TOP CUSTOMERS AND TOP SUPPLIERS (TO THE EXTENT SUCH
TOP SUPPLIERS ARE CUSTOMERS OR SUPPLIERS, RESPECTIVELY, OF THE BUSINESS AS OF
THE DATE HEREOF), AND (B) SHALL NOT:
(I)
TRANSFER, ISSUE, SELL, ENCUMBER OR DISPOSE OF ANY EQUITY
INTERESTS OF ANY MDL GROUP COMPANY OR GRANT OPTIONS, WARRANTS, CALLS OR OTHER
RIGHTS TO PURCHASE OR OTHERWISE ACQUIRE EQUITY INTERESTS OR OTHER SECURITIES OF
OR ANY STOCK APPRECIATION, PHANTOM STOCK OR OTHER SIMILAR RIGHT WITH RESPECT TO
ANY MDL GROUP COMPANY;
(II)
EXCEPT AS CONTEMPLATED BY SECTION 4.12, EFFECT ANY
RECAPITALIZATION, RECLASSIFICATION OR ANY OTHER CHANGE IN THE CAPITALIZATION OF
ANY MDL GROUP COMPANY;
(III)
AMEND THE ORGANIZATIONAL DOCUMENTS OF ANY MDL GROUP COMPANY;
27
(IV)
EXCEPT AFTER CONSULTATION WITH BUYER, HIRE ANY NEW EMPLOYEES INTO
ANY MDL GROUP COMPANY OR, EXCEPT IN THE ORDINARY COURSE OF BUSINESS, (A)
INCREASE THE ANNUAL LEVEL OF COMPENSATION, BONUS OR ANY OTHER BENEFITS PAYABLE
OR TO BECOME PAYABLE BY ANY MDL GROUP COMPANY TO ANY OF ITS DIRECTORS OR
EMPLOYEES; (B) GRANT OR INCREASE ANY BONUS, SEVERANCE, TERMINATION PAY, BENEFIT
OR OTHER DIRECT OR INDIRECT COMPENSATION TO ANY DIRECTOR OR EMPLOYEE; OR (C)
ENTER INTO, ESTABLISH, AMEND OR TERMINATE ANY EMPLOYMENT, CONSULTING, RETENTION,
CHANGE OF CONTROL, LABOR OR COLLECTIVE BARGAINING, BONUS OR OTHER INCENTIVE
COMPENSATION, PROFIT SHARING, HEALTH OR WELFARE, STOCK OPTION OR OTHER EQUITY,
PENSION, RETIREMENT, VACATION, SEVERANCE OR DEFERRED COMPENSATION,
NON-COMPETITION OR SIMILAR AGREEMENT, OR ANY OTHER PLAN, AGREEMENT, PROGRAM,
POLICY OR ARRANGEMENT FOR THE BENEFIT OF EMPLOYEES THAT WOULD CONSTITUTE AN
EMPLOYEE BENEFIT PLAN, TO WHICH ANY MDL GROUP COMPANY WOULD BE A PARTY OR
OTHERWISE WOULD HAVE ANY LIABILITY OR POTENTIAL LIABILITY EXCEPT TO THE EXTENT
ANY SUCH ACTION IS TAKEN WITH RESPECT TO SIMILARLY SITUATED EMPLOYEES OF RELATED
PERSONS WHO PARTICIPATE IN AN EMPLOYEE BENEFIT PLAN;
(V)
MAKE ANY MATERIAL CHANGE IN ANY METHOD OF ACCOUNTING OR ACCOUNTING
PRACTICE, OTHER THAN IN ACCORDANCE WITH THE SELLER ACCOUNTING PRINCIPLES OR AS
REQUIRED BY APPLICABLE LAW;
(VI)
PERMIT ANY MDL GROUP COMPANY TO ENTER INTO OR AGREE TO ENTER INTO
ANY MERGER OR CONSOLIDATION WITH ANY CORPORATION OR OTHER ENTITY, OR ACQUIRE ANY
BUSINESS OR THE SECURITIES OF ANY OTHER PERSON (WHETHER BY MERGER, STOCK
PURCHASE, ASSET PURCHASE OR OTHERWISE);
(VII)
ENTER INTO ANY CONTRACT OR COMMITMENT WITH RESPECT TO THE
BUSINESS, THE ASSETS OR THE ADDITIONAL ASSETS NOT IN THE ORDINARY COURSE OF
BUSINESS OR CREATE OR PERMIT TO BE CREATED ANY ENCUMBRANCE WITH RESPECT TO THE
BUSINESS, THE ASSETS OR THE ADDITIONAL ASSETS, OTHER THAN PERMITTED
ENCUMBRANCES;
(VIII)
SELL OR OTHERWISE DISPOSE OF ANY MATERIAL PORTION OF THE BUSINESS,
THE ASSETS OR THE ADDITIONAL ASSETS OR MAKE ANY COMMITMENT TO DO SO,