TERMINATION OF THIS AGREEMENT, HYPERFEED AND ITS SUBSIDIARIES SHALL CONDUCT
THEIR BUSINESSES IN ALL MATERIAL RESPECTS IN THE ORDINARY COURSE CONSISTENT WITH
PAST PRACTICE AND SHALL USE COMMERCIALLY REASONABLE EFFORTS TO (I) PRESERVE
INTACT THEIR PRESENT BUSINESS ORGANIZATIONS, (II) MAINTAIN IN EFFECT ALL
MATERIAL FOREIGN, FEDERAL, STATE AND LOCAL LICENSES, APPROVALS AND
AUTHORIZATIONS, INCLUDING, WITHOUT LIMITATION, ALL MATERIAL LICENSES AND PERMITS
THAT ARE REQUIRED FOR HYPERFEED AND ITS SUBSIDIARIES TO CARRY ON THEIR BUSINESS,
AND (III) PRESERVE EXISTING RELATIONSHIPS WITH THEIR MATERIAL CUSTOMERS,
LENDERS, SUPPLIERS AND OTHERS HAVING MATERIAL BUSINESS RELATIONSHIPS WITH THEM.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS OTHERWISE EXPRESSLY
CONTEMPLATED OR PERMITTED BY THIS AGREEMENT, OR AS REQUIRED BY A GOVERNMENTAL
ENTITY OF COMPETENT JURISDICTION, FROM THE DATE HEREOF UNTIL THE CLOSING OR THE
TERMINATION OF THIS AGREEMENT, WITHOUT THE PRIOR CONSENT OF EXEGY (WHICH CONSENT
WILL NOT BE UNREASONABLY WITHHELD OR DELAYED), HYPERFEED AND ITS SUBSIDIARIES
SHALL NOT, EXCEPT TO THE EXTENT REQUIRED TO COMPLY WITH ITS OBLIGATIONS
HEREUNDER OR REQUIRED BY LAW:
23
(A)
AMEND OR PROPOSE TO SO AMEND THEIR CERTIFICATES OF INCORPORATION,
BYLAWS OR OTHER GOVERNING DOCUMENTS;
(B)
SPLIT, COMBINE OR RECLASSIFY ANY SHARES OF THEIR CAPITAL STOCK OR
DECLARE, SET ASIDE OR PAY ANY DIVIDEND;
(C)
(I) ISSUE, DELIVER OR SELL, OR AUTHORIZE THE ISSUANCE, DELIVERY OR
SALE OF, ANY SHARES OF THEIR CAPITAL STOCK OF ANY CLASS OR ANY SECURITIES
CONVERTIBLE INTO OR EXERCISABLE FOR, OR ANY RIGHTS, WARRANTS OR OPTIONS TO
ACQUIRE, ANY SUCH CAPITAL STOCK OR ANY SUCH CONVERTIBLE SECURITIES, OTHER THAN
THEIR COMMON STOCK UPON THE EXERCISE OF STOCK OPTIONS IN ACCORDANCE WITH THEIR
PRESENT TERMS; OR (II) AMEND IN ANY RESPECT ANY TERM OF ANY OF THEIR OUTSTANDING
SECURITY OF HYPERFEED;
(D)
OTHER THAN IN CONNECTION WITH TRANSACTIONS NOT PROHIBITED BY
SECTION 7.1(E), INCUR ANY CAPITAL EXPENDITURES OR ANY OBLIGATIONS OR LIABILITIES
IN RESPECT THEREOF, EXCEPT FOR THOSE (I) CONTEMPLATED BY THE CAPITAL EXPENDITURE
BUDGETS FOR HYPERFEED MADE AVAILABLE TO EXEGY, (II) DISCLOSED IN ANY HYPERFEED
SEC DOCUMENT FILED PRIOR TO THE DATE HEREOF, OR (III) INCURRED IN THE ORDINARY
COURSE OF BUSINESS OF HYPERFEED AND CONSISTENT WITH PAST PRACTICE;
(E)
EXCEPT IN THE ORDINARY COURSE OF BUSINESS, ACQUIRE (WHETHER
PURSUANT TO CASH MERGER, STOCK OR ASSET PURCHASE OR OTHERWISE) IN ONE
TRANSACTION OR A SERIES OF RELATED TRANSACTIONS (I) ANY ASSETS (INCLUDING ANY
EQUITY INTERESTS) HAVING A FAIR MARKET VALUE IN EXCESS OF $100,000, OR (II) ALL
OR SUBSTANTIALLY ALL OF THE EQUITY INTERESTS OF ANY PERSON OR ANY BUSINESS OR
DIVISION OF ANY PERSON HAVING A FAIR MARKET VALUE IN EXCESS OF $250,000, BUT IN
NO EVENT SHALL THE EXPENDITURES, COMMITMENTS, OBLIGATIONS OR LIABILITIES MADE,
INCURRED OR ASSUMED, AS THE CASE MAY BE, BY HYPERFEED PURSUANT TO SECTIONS
7.1(D) AND 7.1(E) EXCEED $500,000 IN THE AGGREGATE;
(F)
SELL, LEASE, LICENSE, PERFORM SERVICES, ENCUMBER OR OTHERWISE
DISPOSE OF ANY ASSETS, OTHER THAN (I) SALES OR LICENSES OF FINISHED GOODS OR THE
PERFORMANCE OF SERVICES IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST