AMOUNT OF
ASSETS IN ANY SINGLE TRANSACTION OR SERIES OF RELATED TRANSACTIONS, OTHER THAN
IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE;
(IX)
EXCEPT AS MAY BE REQUIRED AS A RESULT OF A
CHANGE IN LAW OR IN GAAP, CHANGE ANY OF THE ACCOUNTING PRINCIPLES OR PRACTICES
USED BY IT;
(X)
EXCEPT AS SET FORTH IN SECTION 5.1 OF THE
COMPANY DISCLOSURE SCHEDULE, (A) ACQUIRE OR AGREE TO ACQUIRE (BY MERGER,
CONSOLIDATION OR ACQUISITION OF STOCK OR ASSETS) ANY CORPORATION, PARTNERSHIP OR
OTHER BUSINESS ORGANIZATION OR DIVISION THEREOF OR ANY EQUITY INTEREST THEREIN;
(B) ENTER INTO ANY CONTRACT OR AGREEMENT, OTHER THAN IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICE, THAT WOULD BE MATERIAL TO THE COMPANY
AND ITS SUBSIDIARIES, TAKEN AS A WHOLE; OR (C)
AUTHORIZE ANY NEW CAPITAL
EXPENDITURE OR EXPENDITURES, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE, PROVIDED THAT NONE OF THE FOREGOING SHALL LIMIT
ANY CAPITAL EXPENDITURE REQUIRED PURSUANT TO EXISTING CONTRACTS;
(XI)
SETTLE OR COMPROMISE ANY PENDING OR
THREATENED SUIT, ACTION OR CLAIM (A) THAT RELATES TO THE TRANSACTIONS
CONTEMPLATED HEREBY OR (B) THE SETTLEMENT OR COMPROMISE OF WHICH WOULD RESULT IN
PAYMENTS BY THE COMPANY AND ITS SUBSIDIARIES IN THE AGGREGATE OF $1,000,000 OR
MORE;
(XII)
ADOPT A SHAREHOLDER RIGHTS PLAN OR ANY SIMILAR
PLAN OR INSTRUMENT OR TAKE ANY SIMILAR ACTION THAT WOULD HAVE THE EFFECT OF
IMPAIRING OR DELAYING THE CONSUMMATION OF THE MERGER;
(XIII)
PAY, DISCHARGE, OR SATISFY ANY MATERIAL CLAIM,
LIABILITY, OR OBLIGATION (ABSOLUTE, ACCRUED, ASSERTED OR UNASSERTED, CONTINGENT
OR OTHERWISE), OTHER THAN IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH
PAST PRACTICE, OR FAIL TO PAY OR OTHERWISE
20
SATISFY (EXCEPT IF BEING CONTESTED IN GOOD FAITH) ANY MATERIAL ACCOUNTS PAYABLE,
LIABILITIES, OR OBLIGATIONS WHEN DUE AND PAYABLE;
(XIV)
PAY OR INCUR ANY OBLIGATION TO PAY ANY FEE
RELATING TO THE MERGER TO A BROKER, FINDER OR INVESTMENT BANKER, OTHER THAN TSC;
OR
(XV)
AGREE IN WRITING OR OTHERWISE TO TAKE ANY OF THE
ACTIONS DESCRIBED IN THIS SECTION 5.1(B).
Section 5.2
Other Potential Acquirors.
(A)
DURING THE PERIOD COMMENCING WITH THE DATE
OF THIS AGREEMENT AND ENDING WITH THE EFFECTIVE TIME OR EARLIER TERMINATION OF
THIS AGREEMENT IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 7 HEREOF, THE
COMPANY SHALL NOT, AND SHALL NOT PERMIT ANY OF ITS SUBSIDIARIES TO, NOR
AUTHORIZE OR PERMIT ANY OFFICER, DIRECTOR OR EMPLOYEE OF, OR ANY INVESTMENT
BANKER, ATTORNEY OR OTHER ADVISOR OR REPRESENTATIVE OF, THE COMPANY OR ANY OF
ITS SUBSIDIARIES ("REPRESENTATIVES") TO, DIRECTLY OR INDIRECTLY:
(I) SOLICIT,
INITIATE, OR ENCOURAGE THE SUBMISSION OF, ANY TAKEOVER PROPOSAL (AS DEFINED
INFRA) OR ANY INQUIRIES WITH RESPECT THERETO, OR TAKE ANY OTHER ACTION TO
FACILITATE THE MAKING OF, OR THAT REASONABLY MAY BE EXPECTED TO LEAD TO THE
MAKING OF, ANY TAKEOVER PROPOSAL, (II) ENGAGE IN NEGOTIATIONS OR DISCUSSIONS
WITH, OR FURNISH ANY INFORMATION OR DATA TO, OR AFFORD ACCESS TO THE PROPERTIES,
BOOKS OR RECORDS OF THE COMPANY OR ITS SUBSIDIARIES TO, ANY