Common use of Absence of Certain Changes Clause in Contracts

Absence of Certain Changes. Except as set forth in the Disclosure Letter, since December 31, 1996, the Company and its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been (i) any Material Adverse Effect suffered by the Company or any of its Subsidiaries; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivable.

Absence of Certain Changes. Except as set forth Since the Company Balance Sheet Date, each of the Company and each Subsidiary has conducted its business in the Disclosure Letter, since December 31, 1996, ordinary course consistent with past practice and (a) there has not occurred a Material Adverse Effect with respect to the Company and its Significant Subsidiaries have conducted their business only Subsidiaries, taken as a whole, (b) neither the Company nor any Subsidiary has made or entered into any Contract or letter of intent with respect to any acquisition, sale or transfer of any asset of the Company or any Subsidiary (other than the sale or nonexclusive license of Company Products to its customers in the ordinary course of such its business consistent with its past practicespractice), and (c) except as required by GAAP, there has not been occurred any change in accounting methods or practices (iincluding any change in depreciation or amortization policies or rates or revenue recognition policies) any Material Adverse Effect suffered by the Company or any Subsidiary or any revaluation by the Company of any of its Subsidiaries; or any Subsidiary’s assets, (iid) there has not occurred any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock any securities of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Company, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities ofits securities, or other ownership interests inany change in any rights, preferences, privileges or restrictions of any of its outstanding securities, (e) there has not occurred any material default under any Material Contract to which the Company or its Subsidiaries; (iii) any material change in accounting principles, practices Subsidiary is a party or methods; (iv) any entry into or amendment of any employment agreement withby which it is, or any of its assets and properties are, bound, (f) other than as set forth in Schedule 2.6(f) of the Company Disclosure Letter, there has not occurred any amendment or change to the articles or bylaws or other equivalent organizational or governing documents of the Company or any Subsidiary, (g) other than as set out in Schedule 2.6(g) of the Company Disclosure Letter, there has not occurred any increase in the rate or terms (including, without limitation, any acceleration modification of the right to receive payment) of compensation or benefits payable or to become payable by the Company or any Subsidiary to any of its Subsidiaries to, their respective directors, officers, employees or consultants (other than increases in the base salaries of employees who are not officers in an amount that does not exceed 10% of such base salaries), any material modification of any “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code and Treasury Regulation promulgated thereunder, or any new loans or extension of existing loans to any such directors, officers, employees or consultants (other than routine expense advances to employees of the Company or any Subsidiary consistent with past practice), and neither the Company nor any Subsidiary has entered into any Contract to grant or provide (nor has granted any) severance, acceleration of vesting or other similar benefits to any such Persons, (h) other than as set forth in Schedule 2.6(h) of the Company Disclosure Letter, there has not occurred the execution of any employment agreements or service Contracts or the extension of the term of any existing employment agreement or service Contract with any Person in the employ or service of the Company or any Subsidiary, (i) other than as set forth in Schedule 2.6(i) of the Company Disclosure Letter, there has not occurred any change in title, office or position, or material reduction in the responsibilities of, or change in identity with respect to the management, supervisory or other key personnel of the Company or any Subsidiary, any termination of employment of any such employees, except increases or any labor dispute or claim of unfair labor practices involving the Company or any Subsidiary, (j) neither the Company nor any Subsidiary has incurred, created or assumed any Encumbrance (other than a Permitted Encumbrance) on any of its assets or properties, any Liability for borrowed money or any Liability as guaranty or surety with respect to the obligations of any other Person, (k) neither the Company nor any Subsidiary has paid or discharged any Encumbrance or Liability which was not shown on the Company Balance Sheet or incurred in the ordinary course of business in accordance consistent with the past practice of since the Company; Company Balance Sheet Date, (vl) neither the Company nor any increase in the rate or terms (including, without limitation, Subsidiary has incurred any acceleration of the right Liability to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such its directors, officers or employees, except increases shareholders (other than Liabilities to pay compensation or benefits in connection with services rendered in the ordinary course of business business, consistent with past practice), (m) other than as set out in accordance with the past practice Schedule 2.6(m) of the Company; Company Disclosure Letter, neither the Company nor any Subsidiary has made any deferral of the payment of any accounts payable other than in the ordinary course of business, consistent with past practice, or in an amount in excess of $100,000, or given any discount, accommodation or other concession other than in the ordinary course of business, consistent with past practice, in order to accelerate or induce the collection of any receivable, (vin) neither the Company nor any Subsidiary has made any material revaluation change in the manner in which it extends discounts, credits or warranties to customers or otherwise deals with its customers, (o) there has been no material damage, destruction or loss, whether or not covered by insurance, affecting the assets, properties or business of the Company or any Subsidiary, and (p) there has not occurred any announcement of, any negotiation by or any entry into any Contract by the Company or any of its Subsidiaries of Subsidiary to do any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethe things described in the preceding clauses (a) through (o) (other than negotiations and agreements with Acquiror and its representatives regarding the transactions contemplated by this Agreement).

Absence of Certain Changes. Except as set forth in Section 4.15 of the Company Disclosure LetterSchedule or as disclosed in the Company’s Form 10-Q for the quarter ended March 27, 2006, since December 3126, 19962005, (a) there has not been an event which could reasonably be expected to have a Material Adverse Effect on the Company, (b) the business of the Company and its Significant Subsidiaries have conducted their business subsidiaries has been conducted, in all material respects, only in a manner consistent with past practice, and (c) none of the Company or any of its subsidiaries has incurred any liabilities (direct, contingent, or otherwise) or engaged in any transactions or entered into any agreement or commitment outside the ordinary course of such business consistent with past practicesinvolving more than $100,000 individually or $500,000 in the aggregate. In addition, and other than as previously disclosed in the SEC Reports or as set forth in Section 4.15 of the Company Disclosure Schedule, since December 26, 2005, there has not been (i) any Material Adverse Effect suffered change by the Company relating to Taxes or in its accounting methods, principles, and practices, (ii) except as previously disclosed in writing to representatives of Parent, any reevaluation by the Company of any asset (including, without limitation, any write-down of inventory or write-off of accounts receivable) other than in the ordinary course of business consistent with past practice, (iii) any damage, destruction, or loss (whether or not covered by insurance) with respect to any material property or asset of the Company or any of its subsidiaries involving more than $100,000 individually or $500,000 in the aggregate, (iv) any failure by the Company to revalue any asset in accordance with GAAP applied consistent with past practice, (v) except in the ordinary course of business, any entry by the Company or any of its Subsidiaries; subsidiaries into any commitment or transaction involving more than $100,000 individually or $500,000 in the aggregate, (iivi) any declaration, setting aside aside, or payment of any dividend (other than regular quarterly cash dividends at a rate not or distribution in excess respect of $.46 per share of Common Stock) or other distribution with respect to the any capital stock of the Company or any redemption, purchase, or other acquisition of any of its Subsidiaries securities, (vii) any increase in or establishment of any bonus, change in control payments, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase, or other than wholly-owned Subsidiaries) or any repurchaseemployee benefit plan, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by to any director or officer of the Company; provided, however, that nothing in this Section 4.15 shall require the listing in Section 4.15 of the Company Disclosure Schedule of Options or restricted stock units otherwise disclosed in Section 4.03(a) of the Company Disclosure Schedule or of any item disclosed in Section 4.11 of the Company Disclosure Schedule, (viii) any incurrence, payment, discharge, or satisfaction of any indebtedness, claim, liability, or obligation other than in the ordinary course of business consistent with past practice, (ix) any imposition of any Lien on any asset or property of the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases subsidiaries other than in the ordinary course of business in accordance consistent with the past practice practice, (x) any sale, transfer, or other disposition of any properties or assets of the Company; (v) Company or any increase subsidiaries involving more than $100,000 individually or $500,000 in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, aggregate except increases in the ordinary course of business in accordance consistent with the past practice practice, (xi) any entry into, or change or modification to, any Affiliate Transaction, or (xii) any authorization or agreement to take any of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableactions described in this Section 4.15.

Absence of Certain Changes. Except as set forth disclosed in the SEC Reports (as defined in Section 4.05) filed with the SEC prior to the date hereof or in Section 4.04 of the Disclosure Letter, since December July 31, 19961997, (i) the Company and its Significant Subsidiaries have not suffered any Material Adverse Effect or any change, condition, event or development that could reasonably be expected to have a Material Adverse Effect, (ii) the Company and its Subsidiaries have conducted their business respective businesses only in the ordinary course of such business consistent with past practicespractice, except in connection with the negotiation and execution and delivery of this Agreement, and (iii) there has not been (i) any Material Adverse Effect suffered by the Company or any of its Subsidiaries; (iia) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with in respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Shares or any repurchase, redemption or any other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock or other securities ofin, or other ownership interests in, the Company or any of its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (ivb) any entry into or amendment of any employment agreement or severance compensation agreement with, or any increase in the rate or terms (including, without limitation, including any acceleration of the right to receive payment) ), of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases to employees who are not officers or directors occurring in the ordinary course of business in accordance with the its customary past practice of the Companypractices; (vc) any increase in the rate or terms (including, without limitation, including any acceleration of the right to receive payment) of any Plan (as hereinafter defined) or any other bonus, severance, insurance, pension or other employee benefit plan plan, payment or arrangement covering made to, for or with any such directors, officers or employees; (d) any action by the Company which, except increases in if taken after the ordinary course date hereof, would constitute a breach of business in accordance with the past practice any of the Companyclauses of Section 6.01 hereof; or (vie) any material change by the Company in accounting methods, principles or practices except as required by changes in United States generally accepted accounting principles; (f) any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any Subsidiary, which employees were not then subject to a collective bargaining agreement or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees; (g) any revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, including write-downs of inventory or write-offs of accounts receivablereceivable other than in the ordinary course of business consistent with past practice; or (h) any entry into any agreement, commitment or transaction by the Company which is material to the Company and its Subsidiaries taken as a whole other than in the ordinary course of business consistent with past practice.

Absence of Certain Changes. Except as set forth in Section 6.8 of the -------------------------- ----------- Disclosure LetterLetter or as disclosed in the Company Reports, since during the period from December 31, 19961999 to and including the date of this Agreement, the Company and its Significant Subsidiaries have conducted their business only respective businesses in the ordinary course of such business consistent with past practices, and there has have not been (ia) any event, change, occurrence or development of a state of fact that has or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect suffered by the Company or any of its SubsidiariesEffect; (iib) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the its capital stock of the Company or its Subsidiaries stock; (other than wholly-owned Subsidiariesc) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iiid) any material change in accounting principles, practices or methods; (ive) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, or forgiveness of any indebtedness owed to the Company by, their respective directors, officers or employees, except increases for regularly scheduled employee raises in the ordinary course of business in accordance consistent with the Company's past practice practices or raises or forgiveness of indebtedness that, in the case of executive officers, have been approved by the compensation committee of the CompanyBoard of Directors prior to the date hereof in the ordinary course of business consistent with the committee's past practices; (vf) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except except, in the case of employees, increases occurring in the ordinary course of business in accordance consistent with the Company's past practice of the Companypractices; or (vig) any material revaluation by the Company or any of its Subsidiaries of any material amount of their respective assets, taken as a whole, including, without limitation, write-downs of inventory or write-offs of accounts receivablereceivable other than in the ordinary course of business consistent with past practices; (h) any material adverse change in the business relationship with any material customer, distributor or supplier of the Company or its Subsidiaries; or (i) any action of the type described in Sections 8.1 ------------ that had such action been taken after the date of this Agreement would be in violation of any such Section.

Absence of Certain Changes. Except as set forth in the Disclosure Letter, since From December 31, 19961997 until the date hereof, (a) there has not occurred any event, change or development which has had or would be reasonably likely to have a Company Material Adverse Effect and (b) except as disclosed in the Company SEC Documents or Section 2.8 of the Company Disclosure Schedule, and except for the performance of this Agreement and the transactions contemplated hereby, the Company and its Significant Subsidiaries have have: (i) conducted their its business and operations only in the ordinary course of business consistent with past practices; (ii) used reasonable efforts to preserve intact the business organizations, rights, licenses, permits and franchises of the Company and its Subsidiaries, maintain their existing relationships with customers, suppliers and other Persons having business dealings with them and keep available the services of its officers and employees; (iii) used reasonable efforts to keep in full force and effect adequate insurance coverages and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; (iv) not amended or modified its articles of association, certificate of incorporation, by-laws or comparable governing documents; (v) not authorized for issuance, issued, sold, granted, delivered, pledged or encumbered or agreed or committed to issue, sell, grant, deliver, pledge or encumber (to or with any party other than the Company and 7 any of its wholly-owned Subsidiaries) any shares of any class or series of capital stock of the Company or any of its Subsidiaries or any other equity or voting security or equity or voting interest of the Company or any of its Subsidiaries, any securities convertible into or exercisable or exchangeable for any such shares, securities or interests, or any options, warrants, calls, commitments, subscriptions or rights to purchase or acquire any such shares, securities or interests (other than issuances of Company Shares (i) upon exercise of outstanding Stock Options granted to directors, officers, employees and consultants of the Company in accordance with the Option Plans as currently in effect and (ii) pursuant to conversion of the TOPrS); (vi) except for conversion of the TOPrS in accordance with their terms, (i) split, combined or reclassified any shares of its capital stock or issued or authorized or proposed the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, (ii) in the case of the Company or any Subsidiary of the Company that is not wholly-owned by the Company, declared, set aside or paid any dividends on, or made other distributions in respect of, any capital stock or (iii) repurchased, redeemed or otherwise acquired, or agreed or committed to repurchase, redeem or otherwise acquire, any shares of capital stock or other equity or debt securities or equity interests of the Company or any of its Subsidiaries (other than to fulfill its obligations under the Option Plans as currently in effect); (vii) not amended or otherwise modified the terms of any Stock Options or any Option Plan the effect of which was to make such terms more favorable to the holders thereof or Persons eligible for participation therein, or reserved any additional Company Shares for issuance under any such Plan; (viii) except as required by law or existing written agreements, entered into, adopted or materially amended any incentive, compensation, option or severance plan or arrangement (including, without limitation, any Benefit Plan) for the benefit or welfare of any current or former director, officer or employee of the Company or any of its Subsidiaries, or (except for normal increases in the ordinary course of business that are consistent with past practices) increased the compensation or benefits of any persons or pay any benefit not required by any existing plan and arrangement; (ix) not acquired or agreed to acquire (by merger, consolidation, acquisition of stock or assets or otherwise) from any Person, any corporation, partnership, joint venture, association or other business organization or division thereof or otherwise acquired or agreed to acquire any assets of another Person other than the purchase of assets in the ordinary course of business consistent with past practice or in an aggregate amount of less than $5,000,000; (x) not sold, leased, licensed, encumbered or otherwise disposed of, or agreed to sell, lease, license, encumber or otherwise dispose of, any material properties or assets of the Company or any of its Subsidiaries, except as intercompany transactions between the Company and any of its wholly-owned Subsidiaries or in transactions with any other Person in the ordinary course of business, consistent with past practice and in an aggregate amount of less than $5,000,000. (xi) not made any material change in any of its accounting or financial reporting methods, principles or practices, except as may be required by GAAP; (xii) except in the ordinary course of business consistent with past practices, and there has not been (i) amended, modified or terminated any Material Adverse Effect suffered by Contract required to be listed in Section 2.16 of the Company Disclosure Schedule (other than in response to Section 2.16(a)(iii) thereof) or waived, released or assigned any material rights or claims thereunder; (xiii) not adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries; (iixiv) not made any declarationloans, setting aside advances or payment of capital contributions to any dividend (Person other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) as required by existing agreements or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance consistent with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Companypractice; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivable.8

Absence of Certain Changes. Except as set forth in Since September 30, 2000 (the Disclosure Letter"Company Balance Sheet Date"), since December 31through the date of this Agreement, 1996, Company and each of the Company and its Significant Subsidiaries have conducted their business only respective businesses in the ordinary course of such business consistent with past practices, practice and there has not been occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or might reasonably be expected to result in, a Material Adverse Effect suffered by the on Company; (ii) any acquisition, sale or transfer of any material asset of Company or any Company Subsidiary; (iii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Company or any revaluation by Company of any of its Subsidiariesassets; (iiiv) any declaration, setting aside or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Company, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries any Company Subsidiary of any outstanding of its shares of capital stock stock, respectively; (v) any material contract entered into by Company or any Company Subsidiary, other securities than as provided to Parent, or any material amendment or termination of, or other ownership interests indefault under, the any material contract to which Company or its Subsidiariesany Company Subsidiary is a party or by which any of them are bound; (iiivi) any material amendment or change in accounting principles, practices to the certificate of incorporation or methodsbylaws of Company or any Company Subsidiary; (ivvii) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration modification of the right to receive payment) of compensation or benefits payable or to become payable by the Company or any Company Subsidiary to any of its Subsidiaries to, their respective directors, officers employees or employeesconsultants other than, except with respect to non-officer employees and consultants only, any increases in the ordinary course of business in accordance consistent with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Companypractice; or (viviii) any material revaluation agreement by the Company or any of its Subsidiaries of Company Subsidiary to do any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethe things described in the preceding clauses (i) through (vii).

Absence of Certain Changes. Except for liabilities incurred in connection with this Agreement and except as set forth in the Disclosure Letterexpressly permitted or contemplated by this Agreement, since December 31, 1996, 2009 the Company and its Significant Subsidiaries have conducted their business respective businesses only in the ordinary course of such business consistent with past practicespractice, and the Company has not suffered a Company Material Adverse Effect, and since December 31, 2009 there has not been (i) any Material Adverse Effect suffered by the Company or any of its Subsidiaries; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution (whether in cash, stock or property) with respect to the any capital stock of the Company or any of its Subsidiaries (Subsidiaries, other than wholly-any declaration setting aside or payment from a wholly owned SubsidiariesSubsidiary of the Company to the Company, (ii) or any repurchasepurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities (other than acquisitions of Shares in connection with the surrender of Shares by holders of Options, RSUs or Warrants in order to pay the exercise price thereof or the taxes thereon), (iii) any split, combination or reclassification of any capital stock of the Company or any of its Subsidiaries or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of their respective capital stock, (iv) any damage, destruction or loss to any asset of the Company or any of its Subsidiaries, whether or not covered by insurance, that would have a Company Material Adverse Effect, (v) any change in accounting methods, principles or practices by the Company materially affecting its assets, includingliabilities or businesses, without limitationexcept insofar as may have been required by a change in GAAP or (vi) except with respect to depreciation and amortization of the assets of the Company or any of its Subsidiaries, write-downs any material Tax election or change in such election, any change in material method of inventory accounting for Tax purposes or write-offs any settlement or compromise of accounts receivableany material income Tax liability.

Absence of Certain Changes. Except as set forth in the Disclosure Letter, since Since December 31, 1996, except -------------------------- as disclosed in the Company SEC Documents filed with the Commission prior to the date of this Agreement or as specifically contemplated by this Agreement or as set forth in Section 3.9 of the Company Disclosure Schedule, (a) the Company and its Significant Material Subsidiaries have conducted their business respective businesses only in the ordinary course of such business and in a manner consistent with past practices, practice and (b) there has not been (i) any Material Adverse Effect suffered by change, event, occurrence or circumstance in the business, operations, properties, financial condition or results of operations of the Company or any of its Subsidiaries; subsidiaries which, individually or in the aggregate, has had or is reasonably likely to have a Company Material Adverse Effect (except for changes, events, occurrences or circumstances (A) with respect to general economic or industry conditions or (B) arising as a result of the transactions contemplated hereby), (ii) any material change by the Company in its accounting methods, principles or practices, (iii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not or distribution or capital return in excess respect of $.46 per share of Common Stock) or other distribution with respect to the any capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests equity interest in, the Company or any of its Subsidiaries; (iii) any material change in accounting principlessubsidiaries, practices or methods; (iv) any entry into material revaluation for financial statement purposes by the Company or amendment any of its subsidiaries of any employment agreement with, or any increase in the rate or terms asset (including, without limitation, any acceleration writing down of the right value of any property, investment or asset or writing off of notes or accounts receivable), (v) other than payment of compensation for services rendered to receive paymentthe Company or any of its subsidiaries in the ordinary course of business consistent with past practice or the grant of Company Options as described in (and in amounts consistent with) Section 3.2 or any transactions described in Section 3.12 of the Company Disclosure Schedule, any material transactions between the Company or any of its subsidiaries, on the one hand, and any (A) officer or director of the Company or any of its subsidiaries, (B) record or beneficial owner of five percent (5%) or more of the voting securities of the Company, or (C) affiliate of any such officer, director or beneficial owner, on the other hand, or (vi) other than pursuant to the terms of the plans, programs or arrangements specifically referred to in Section 3.12 or in the ordinary course of business consistent with past practice, any increase in or establishment of any bonus, insurance, welfare, severance, deferred compensation, pension, retirement, profit sharing, stock option (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable by to any employees, officers, directors or consultants of the Company or any of its Subsidiaries tosubsidiaries, their respective directorswhich increase or establishment, officers individually or employees, except increases in the ordinary course of business aggregate, will result in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any a material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableliability.

Absence of Certain Changes. Except as set forth in the Disclosure Letter, since December Since March 31, 19962001 (the "Company Balance Sheet Date"), the Company and has conducted its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, practice and there has not been occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect suffered by Effect; (ii) any acquisition, sale or transfer of any material asset of the Company or any of its SubsidiariesSubsidiaries other than in the ordinary course of business and consistent with past practice; (iiiii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries' assets; (iv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Company, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries of any outstanding of its shares of capital stock other than the purchase of unvested shares upon employment or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Companyservice termination; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of their respective assetsbusiness, includingor default by the Company or any of its Subsidiaries under, without limitationany material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, write-downs to the Knowledge of inventory the Company, by any other party thereto); (vi) any amendment or write-offs change to the Certificate of accounts receivableIncorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company's past practices. The Company has not agreed since March 31, 2001 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Synopsys and its representatives regarding the transactions contemplated by the Synopsys Agreement).

Absence of Certain Changes. Except Since November 30, 1998, except as set forth disclosed in Section 7.8 of the Disclosure Schedule there has not been any: (i) change in the Disclosure Letterassets, since December 31liabilities, 1996sales, income, or business of the Company and or in its Significant Subsidiaries have conducted their business only relationships with suppliers, customers, or lessors, other than changes that were both in the ordinary course of such business consistent with past practicesand have not caused, and there has not been (i) either in any case or in the aggregate, a Material Adverse Effect suffered by on the Company or any of its SubsidiariesCompany; (ii) acquisition or disposition by the Company of any material asset or property; (iii) damage, destruction or loss, whether or not covered by insurance, materially and adversely affecting, either in any case or in the aggregate, the business or any material property of the Company; (iv) declaration, setting aside or payment of any dividend or any other distributions in respect of any shares of capital stock of the Company; (other than regular quarterly cash dividends at a rate not in excess v) issuance of $.46 per share any shares of Common Stock) or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) any direct or any repurchaseindirect redemption, redemption purchase, or any other acquisition by the Company or its Subsidiaries of any outstanding shares of such capital stock or other securities of, or other ownership interests in, the Company or its Subsidiariesstock; (iiivi) any material change in accounting principles, practices or methods; (iv) any entry into or amendment loss of the services of any employment agreement withofficer or key employee or consultant, or any increase in the rate compensation, pension, or terms (including, without limitation, any acceleration of the right to receive payment) of compensation other benefits payable or to become payable by the Company or to any of its Subsidiaries to, their respective directors, officers or employeeskey employees or consultants, except increases or any bonus payments or arrangements made to or with any of them; (vii) forgiveness or cancellation of any debts or claims by the Company or any waivers of any rights; (viii) entry by the Company into any transaction with any of its Affiliates; (ix) incurrence by the Company of any obligations or liabilities, whether absolute, accrued, contingent or otherwise (including without limitation liabilities as guarantor or otherwise with respect to obligations of others), other than obligations and liabilities incurred in the ordinary course of business in accordance with the past practice persons other than Affiliates of the Company; (vx) incurrence or imposition of any increase in the rate or terms (including, without limitation, Lien on any acceleration of the right to receive payment) of any bonusassets, insurancetangible or intangible, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vixi) any material revaluation discharge or satisfaction by the Company or any of its Subsidiaries of any Lien or payment by the Company of their respective assetsany obligation or liability (fixed or contingent) other than (A) current liabilities included in the November 30, including1998 Balance Sheet, without limitation(B) current liabilities to persons other than Affiliates of the Company incurred since November 30, write-downs 1998 in the ordinary course of inventory or write-offs business, and (C) current liabilities incurred in connection with the transactions contemplated hereby and disclosed in Section 7.8 of accounts receivablethe Disclosure Schedule.

Absence of Certain Changes. Except as set forth in Section 4.06 of the Disclosure Letter, since December May 31, 19962000, (a) the Company and its Significant Subsidiaries have not suffered any Material Adverse Effect or any change, condition, event or development that could reasonably be expected to have a Material Adverse Effect, (b) the Company and its Subsidiaries have conducted their business respective businesses only in the ordinary course of such business consistent with past practicespractice, except for the negotiation and execution and delivery of this Agreement and (c) there has not been (i) any Material Adverse Effect suffered by the Company or any of its Subsidiaries; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with in respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Shares or any repurchase, redemption or any other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock (except any obligation of the Company under the Stock Option Plans to accept Shares in connection with the exercise of Existing Stock Options, including in satisfaction of withholding tax obligations) or other securities ofin, or other ownership interests in, the Company or any of its Subsidiaries; Subsidiaries or any amendment (iiior agreement to amend) the terms of any material change in accounting principlessuch shares, practices securities or methods; ownership interests), (ivii) any entry into any employment, change in control, retention, incentive or amendment of any employment agreement withdeferred compensation or severance agreement, plan or arrangement with or for the benefit of, or any increase in the rate or modification in the terms (including, without limitation, including any acceleration of the right to receive or the timing of payment) of any compensation payable or to become payable by the Company or any of its Subsidiaries to, any of their respective directors, officers or employees, except base salary, guaranteed draw or hourly wage increases to employees who are not members of the executive committee of the Company or directors of the Company that have been granted in the ordinary course of business in accordance with the its customary past practice of the Company; practices, (viii) any increase in the rate of compensation or benefits payable or accruing under, or, modification of the terms (including, without limitation, including any acceleration of the right to receive payment) of, any existing Plan (as defined in Section 4.09) (except as disclosed in the Company SEC Reports) or any adoption or implementation of any bonusnew Plan, insurancein any such case, pension for or other employee benefit plan or arrangement covering with any such directors, officers or employees, except increases in (iv) any action by the ordinary course Company which, if taken after the date hereof, would constitute a breach of business in accordance with the past practice any of the Company; clauses of Section 6.01 hereof, (v) any change by the Company in accounting methods, principles or practices except as required by changes in GAAP, (vi) any material labor dispute or other employment related problem, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any Subsidiary, which employees were not then subject to a collective bargaining agreement, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees, (vii) any revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, including write-downs of inventory or write-offs of accounts receivablereceivable other than in the ordinary course of business consistent with past practice, (viii) any entry into any agreement, commitment or transaction by the Company which is material to the Company and its Subsidiaries taken as a whole or (ix) any commitment to do any of the foregoing.

Absence of Certain Changes. Except as set forth in Since June 30, 2005 (the Disclosure Letter“Company Balance Sheet Date”) through the Effective Time, since December 31, 1996, the Company and its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been occurred: (i) any change, event or condition (whether or not covered by insurance or similar indemnification agreement) that has resulted in, or would reasonably be expected to result in, a Company Material Adverse Effect suffered by the Effect, (ii) any acquisition, sale or transfer of any material asset of Company or any of its Subsidiaries; subsidiaries, (iiiii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Company or any revaluation by Company of any of its or any of its subsidiaries’ assets, (iv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Company, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries of any outstanding of its shares of capital stock stock, (v) any material contract entered into by Company or other securities any of its subsidiaries, or any material amendment or (except by way of lapse of the term thereof) termination of, or other ownership interests indefault under, the any material contract to which Company or any of its Subsidiaries; subsidiaries is a party or by which it is bound, (iiivi) any action to amend or change the Certificate of Incorporation or Bylaws of Company, (vii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate compensation or terms (including, without limitation, any acceleration of the right to receive payment) of compensation benefits payable or to become payable by the Company or to any of its Subsidiaries to, their respective directors, officers directors or employees, except increases other than in the ordinary course of business in accordance and as contemplated by this Agreement or increases associated with the past practice of the Company; (v) any increase in the rate merit or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension annual pay increases or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases promotions in the ordinary course of business in accordance business, (viii) any transaction with the past practice any affiliate of the Company which is not a Subsidiary of Company; , or (viix) any material revaluation negotiation or agreement by the Company or any of its Subsidiaries of subsidiaries to do any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethe things described in the preceding clauses (i) through (viii) (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement and the agreements disclosed herein).

Absence of Certain Changes. Except as set forth disclosed in Schedule -------------------------- 5.1(f) or in the Disclosure LetterCompany Reports filed prior to the date hereof, since December 31, 1996the Audit Date, the Company and its Significant Subsidiaries have conducted their business respective businesses in all material respects only in, and have not engaged in any material transaction other than according to, the ordinary and usual course of such business businesses consistent with past practices, and there has not been any (i) any change in the financial condition, properties, business or results of operations of the Company and its Subsidiaries, except for those changes that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect suffered Effect; (ii) material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, not covered by insurance; (iiiii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with in respect to of the capital stock Capital Stock of the Company or any of its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or any of its Subsidiaries of any outstanding shares of capital stock Capital Stock or other securities of, or other ownership interests in, the Company or any of its Subsidiaries; (iiiiv) amendment of any material term of any outstanding security of the Company or any of its Subsidiaries; (v) incurrence, assumption or guarantee by the Company or any of its Subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business and in amounts and on terms consistent with past practices; (vi) creation or assumption by the Company or any of its Subsidiaries of any Lien (other than Permitted Liens) on any material asset other than in the ordinary course of business consistent with past practices; (vii) making of any loan, advance or capital contributions by the Company or any of its Subsidiaries to, or investment in, any Person other than (x) loans or advances to employees in connection with business-related travel, (y) loans made to employees consistent with past practices which are not in the aggregate in excess of $250,000, and (z) loans, advances or capital contributions to or investments in wholly-owned Subsidiaries, and in each case made in the ordinary course of business consistent with past practices; (viii) transaction or commitment made, or any contract or agreement entered into, by the Company or any of its Subsidiaries relating to its assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company or any of its Subsidiaries of any Contract or other right, in either case, material to the Company and its Subsidiaries, taken as a whole, other than transactions and commitments in the ordinary course of business consistent with past practices and those contemplated by this Agreement; (ix) labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company or any of its Subsidiaries, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to such employees; or (x) change by the Company or any of its Subsidiaries in accounting principles, practices or methods; (iv) any entry into . Since the Audit Date, except as disclosed in the Company Reports filed prior to the date hereof or amendment increases in the ordinary course of any employment agreement withbusiness consistent with past practices, or there has not been any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to that could become payable by the Company or any of its Subsidiaries to, their respective directors, to (a) officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries or (b) any employee of the Company or any of its Subsidiaries whose annual cash compensation is $150,000 or more, or any amendment of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethe Compensation and Benefit Plans (as defined in Section 5.1(h)).

Absence of Certain Changes. Except for liabilities incurred in connection with this Agreement and except as set forth in the Disclosure Letterexpressly permitted or contemplated by this Agreement, since December 31, 1996, 2007 the Company and its Significant Subsidiaries have conducted their business respective businesses only in the ordinary course of such business consistent with past practicespractice, and the Company has not suffered a Company Material Adverse Effect, and since December 31, 2007 until the date hereof there has not been (i) any Material Adverse Effect suffered by the Company or any of its Subsidiaries; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution (whether in cash, stock or property) with respect to the any capital stock of the Company or any of its Subsidiaries (Subsidiaries, other than wholly-any declaration setting aside or payment from a wholly owned SubsidiariesSubsidiary of the Company to the Company, (ii) or any repurchasepurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities (other than acquisitions of Shares in connection with the surrender of Shares by holders of Company Options or Warrants in order to pay the exercise price thereof), (iii) any split, combination or reclassification of any capital stock of the Company or any of its Subsidiaries or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of their respective capital stock, (iv) (A) any granting by the Company or any of its Subsidiaries to any Specified Participant of any increase in compensation, bonus or fringe or other benefits or any granting of any type of compensation or benefits to any Specified Participant not previously receiving or entitled to receive such type of compensation or benefit, except as was required under any agreement or Benefit Plan in effect as of December 31, 2007, (B) any granting by the Company or any of its Subsidiaries to any director, officer, employee or consultant of any right to receive, or any increase in, change of control, retention, severance or termination compensation or benefits, (C) any entry by the Company or any of its Subsidiaries into, or any amendment or termination of (1) any employment, deferred compensation, consulting, severance, change of control, termination, retention, indemnification, loan or similar agreement between the Company or any of its Subsidiaries, on the one hand, and any Specified Participant, on the other hand, or (2) any agreement between the Company or any of its Subsidiaries, on the one hand, and any Specified Participant, on the other hand, the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving the Company of a nature contemplated by this Agreement (all such agreements under this clause (C), collectively, “Specified Benefit Agreements”), (D) any payment of any compensation or benefit under, or the grant of any award under, any bonus, incentive, performance or other compensation plan or arrangement, Specified Benefit Agreement, Equity Plan or Benefit Plan, except as required to comply with applicable Law or any Specified Benefit Agreement, Equity Plan or Benefit Plan in effect as of December 31, 2007, (E) the taking of any action to fund or in any other way secure the payment of compensation or benefits under any Equity Plan, Benefit Plan or Specified Benefit Agreement (except as required by a Benefit Plan as in effect on December 31, 2007) or (F) the taking of any action to accelerate the vesting or payment of any compensation or benefits under any Equity Plan, Benefit Plan or Specified Benefit Agreement, (v) any damage, destruction or loss to any asset of the Company or any of its Subsidiaries, whether or not covered by insurance, that individually or in the aggregate would have a Company Material Adverse Effect, (vi) any change in accounting methods, principles or practices by the Company materially affecting its assets, includingliabilities or businesses, without limitationexcept insofar as may have been required by a change in GAAP or (vii) except with respect to depreciation and amortization of the assets of the Company or any of its Subsidiaries, write-downs any material Tax election or change in such election, any change in material method of inventory accounting for Tax purposes or write-offs any settlement or compromise of accounts receivableany material income Tax liability. Since December 31, 2007, neither the Company nor any of its Subsidiaries have incurred indebtedness.

Absence of Certain Changes. Except as set forth Since June 30, 1999 (the "Acquiror Balance Sheet Date"), Acquiror has conducted its business in the Disclosure Letterordinary course consistent with past practice and there has not occurred: (i) any change, since December 31event or condition (whether or not covered by insurance) that has resulted in, 1996or might reasonably be expected to result in, the Company and a Material Adverse Effect to Acquiror; (ii) any acquisition, sale or transfer of any material asset of Acquiror or any of its Significant Subsidiaries have conducted their business only subsidiaries (other than Target) other than in the ordinary course of such business and consistent with past practices, and there has not been practice; (iiii) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Acquiror or any revaluation by Acquiror of any of its or any of its Subsidiariessubsidiaries' (other than Target's) assets; (iiiv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the shares of Acquiror, or any direct or indirect redemption, purchase or other acquisition by Acquiror of any of its shares of capital stock stock, other than in the ordinary course of the Company business and consistent with past practice; (v) any material contract entered into by Acquiror or any of its Subsidiaries subsidiaries (other than wholly-owned Subsidiaries) Target), other than in the ordinary course of business and as provided to Target, or any repurchase, redemption material amendment or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities termination of, or default under, any material contract to which Acquiror or any of its subsidiaries (other ownership interests inthan Target) is a party or by which it is bound; (vi) any amendment or change to the articles of incorporation or bylaws, except in connection with authorizing additional shares that may be required to be issued in connection with this Agreement or the transactions contemplated hereby, including, but not limited to, the Company assumption of the Target's Stock Option Plans; or its Subsidiaries; (iiivii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration modification of the right to receive payment) of compensation or benefits payable or to become payable by the Company or Acquiror to any of its Subsidiaries to, their respective directors, officers directors or employees, except increases . Acquiror has not agreed since the Acquiror Balance Sheet Date to do any of the things described in the ordinary course of business preceding clauses (i) through (vii) and is not currently involved in accordance with the past practice any negotiations to do any of the Company; (v) any increase things described in the rate or terms preceding clauses (including, without limitation, any acceleration of i) through (vii) (other than negotiations with Target and its representatives regarding the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation transactions contemplated by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethis Agreement).

Absence of Certain Changes. Except as set forth in the Company Reports or in Section 4.9 of the Company Disclosure Letter, since December March 31, 19961999, the Company and its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been (i) any event or state of fact that, individually or in the aggregate, would have a Material Adverse Effect suffered by the Company or any of its SubsidiariesEffect; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the its capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases for employees who are not officers or directors occurring in the ordinary course of business in accordance with the past practice of the Companytheir customary practices; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases for employees who are not officers or directors occurring in the ordinary course of business in accordance with the past practice of the Companyits customary practices; or (vi) any entry into any Contracts or transaction by the Company or any Subsidiary which is material to the Company and its Subsidiaries taken as a whole whether or not in the ordinary course of business; (vii) any revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablereceivable other than in the ordinary course of business consistent with past practices; or (viii) any action by the Company which if taken after the date hereof would constitute a breach of Section 6.2(b) hereof (other than Sections 6.2(b)(ii) and 6.2(b)(xiii)).

Absence of Certain Changes. Except as set forth disclosed in Section 3.9 of the Disclosure Letter, since December March 31, 19962001, neither the Company nor any Subsidiary has (a) experienced any change, event or condition which, individually or in the aggregate, has had or reasonably would be expected to have a Company Material Adverse Effect; provided, however, that none of the following shall be deemed to constitute and none of the following shall be taken into account in determining whether there has been or will be a Company Material Adverse Effect: (A) any adverse change or effect (including any loss of employees, cancellation of, modification of, or delay in customer orders, or disruption, modification or termination of business relationships) including, without limitation, that relationship with Motorola, Inc.) arising from or relating to (1) changes that generally affect the industries and markets in which the Company and its Significant Subsidiaries have operate, or result from general political, economic or market conditions or general conditions in the economy or financial markets, or (2) the announcement or pendency of the Merger or the other transactions contemplated by this Agreement; (B) any litigation or threat of litigation filed or made after the date hereof challenging any of the transactions contemplated herein or any shareholder litigation filed or made after the date hereof resulting from this Agreement or the transactions contemplated herein; or (C) the increase or decrease in the Company's stock price or trading volume as quoted on NASDAQ; (b) conducted their its business only other than in the ordinary course of such business consistent with past practices, and there has not been (ic) incurred any Material Adverse Effect suffered by the Company or any of its Subsidiaries; indebtedness for borrowed money (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases excluding trade credit incurred in the ordinary course of business in accordance consistent with past practices) or issued any debt securities or assumed, guaranteed or endorsed the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) obligations of any bonusother Person, insurance, pension (d) other than sales or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases dispositions of inventory in the ordinary course of business in accordance with the past practice sold, transferred or otherwise disposed of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries property or assets, (e) mortgaged or encumbered any of its property or assets, (f) suffered any material casualty losses not covered by insurance, (g) repurchased, redeemed or otherwise acquired any of its capital stock or any capital stock of any of their respective assetsthe Subsidiaries, including(h) declared, without limitationset aside or paid any dividend or other distribution in respect of its capital stock, write-downs (i) amended its Certificate of inventory Incorporation or write-offs Bylaws (or similar organizational documents) or merged with or into or consolidated with any other Person, (j) split, combined or reclassified its capital stock, (k) issued or sold (or agreed to issue or sell) any of accounts receivableits equity securities or any options, warrants, conversion or other rights to purchase any such securities or any securities convertible into or exchangeable for such securities, or granted, or agreed to grant any such rights, other than grants, sales or issuances pursuant to Company Stock Options consistent with past practices (including as to amounts and extents) outstanding on the date of this Agreement, (l) increased the rates of compensation (including bonuses) payable or to become payable to any of its officers, directors, employees, agents, independent contractors or consultants other than customary merit raises made in the ordinary course of business consistent with past practices (including as to amounts and extent), (m) entered into any new, or amended any existing, employment contracts, severance agreements or consulting contracts or instituted or agreed to institute any increase in benefits or altered its employment practices or the terms and conditions of employment, (n) except as otherwise required by law and as disclosed on the Company Financial Statements, changed, in any material respect its underwriting, actuarial or Tax accounting methods, principles or practices, (o) entered into any joint ventures or partnerships of any kind, or (p) entered into any material contract, agreement, understanding or arrangement to do any of the foregoing.

Absence of Certain Changes. Except as set forth in the Disclosure LetterSchedule 2.8 hereto, since December 31January 1, 19961997, the Company and its Significant Subsidiaries subsidiaries have conducted their business respective businesses only in the ordinary course of such business consistent with past practicescourse, and there has not been (i) any Material Adverse Effect suffered by the Company or any of its Subsidiaries; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the its capital stock of the Company or its Subsidiaries stock, (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iiiii) any material change in accounting principlesincurrence, practices assumption or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable guarantees by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases subsidiaries of any indebtedness for borrowed money other than in the ordinary course of business business, (iii) any making of any loan, advance or capital contributions to, or investments in, any other person, (iv) any split, combination or reclassification of any of its capital stock or any issuance or the authorization of any issuance of any other securities in accordance with the past practice respect of, in lieu of the Company; or in substitution for shares of its capital stock, (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vix) any material revaluation granting by the Company or any of its Subsidiaries subsidiaries to any officer of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of business (including in connection with promotions) consistent with past practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the SEC Reports filed and publicly available prior to the date of this Agreement, (y) any granting by the Company or any of its subsidiaries to any such officer of any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, or as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the SEC Reports filed or (z) except termination arrangements in the ordinary course of business consistent with past practice with employees other than any executive officer of the Company, any entry by the Company or any of its subsidiaries into any employment, severance or termination agreement with any such officer, (vi) any damage, destruction or loss, whether or not covered by insurance, that would be expected to have a Company Material Adverse Effect, (vii) any transaction or commitment made, or any contract or agreement entered into, by the Company or any of its subsidiaries relating to any of their respective assets or business (including the acquisition or disposition of any assets) or any relinquishment by the Company or any of its subsidiaries or any contract or other right, in either case, material to the Company and its subsidiaries, taken as a whole, other than transactions and commitments in the ordinary course of business and those contemplated by this Agreement, (viii) any change in accounting methods, principles or practices by the Company materially affecting its assets, includingliabilities or business, without limitation, write-downs of inventory except insofar as may have been required by a change in generally accepted accounting principles or write-offs of accounts receivable(ix) any other change which would have a Company Material Adverse Effect.

Absence of Certain Changes. Except as set forth in the Disclosure Letterexpressly contemplated by this Agreement, since December 31, 19961999, the Company and its Significant Subsidiaries have conducted their business respective businesses only in, and have not engaged in any material transaction other than in accordance with, the ordinary and usual course of such business consistent with past practicesthese businesses, and since December 31, 1999 there has not been (i) any change in the financial condition, properties, business or results of operations of the Company and its Subsidiaries except those changes that, individually or in the aggregate, have not had and would not have a Material Adverse Effect suffered by on the Company or any of its SubsidiariesCompany; (ii) any declaration, setting aside or payment of any dividend or other distribution in cash, stock or property in respect of the Company's capital stock or any securities convertible, exchangeable or exercisable for or into shares of its capital stock, except for (other than w) regular quarterly cash dividends at a rate not of no more than U.S. $.025 per Company Common Share, (x) dividends in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock of the Company or its Subsidiaries Money Market Preferred Shares in accordance with their terms, and (other than wholly-owned Subsidiariesy) or any repurchase, redemption or any other acquisition by interest payments in respect of the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its SubsidiariesConvertible Notes in accordance with their terms; (iii) any material redemption, repurchase or other acquisition of any shares of the Company's capital stock or any securities convertible, exchangeable or exercisable for or into shares of its capital stock (other than as required by the terms of any Company Stock Plan and other than repurchases of Company Money Market Preferred Shares for not more than the Preferred Consideration per share), or (iv) any change by it in accounting principles, practices or methods; (iv) any entry into or amendment methods except as required by changes in U.S. GAAP. Between December 31, 1999 and the date of any employment agreement withthis Agreement, or except as contemplated by this Agreement, there has not been any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to that could become payable by the Company or any of its Subsidiaries to, their respective directors, to officers or key employees, except other than increases in the ordinary and usual course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (includingbusiness, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by and the Company has not entered into or amended any of its Subsidiaries compensation or benefit plans or agreements, including severance, change of any control or similar plans and agreements. Since December 31, 1999, the Company has granted awards under its performance share plan implemented pursuant to the Company's 1997 Incentive Compensation Plan and under similar plans to the categories of their respective assets, including, without limitation, write-downs persons with the terms (including performance targets) applicable to these awards set forth in Section 2.1.6 of inventory or write-offs the Company Disclosure Schedule. Section 2.1.6 of accounts receivablethe Company Disclosure Schedule sets forth the estimated total value of the awards payable solely as a result of a change of control and the amount reflected in the Company's budget for 2000 previously delivered to Parent.

Absence of Certain Changes. Except as set forth in the Company SEC Documents or on Schedule 3.6 of the Company Disclosure LetterSchedule, since December 31, 19962006 (the “Company Balance Sheet Date”), through the date of this Agreement, (i) the Company and each of its Significant Subsidiaries have conducted their business only respective businesses in the ordinary course of such business consistent with past practices, practice and (ii) there has not been occurred: (iA) any change, event or condition (whether or not covered by insurance) that has resulted in, or might reasonably be expected to result in, a Company Material Adverse Effect suffered Effect, (B) any acquisition, sale, or transfer of any material asset of the Company or its Subsidiaries, (C) any material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its Subsidiaries; assets, (iiD) any declaration, setting aside or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Company, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of its shares of capital stock, respectively, (E) any Material Contract entered into by the Company or any of its Subsidiaries, other than as provided to Parent, or any material amendment or termination of, or default under, any Material Contract (or contract that, but for such termination, would be a Material Contract), (F) any amendment or change to the Company Articles or the Certificate of Incorporation of any of its Subsidiaries, (G) any increase in or modification of the compensation or benefits payable or to become payable by Company or any of its Subsidiaries to any of their respective assetsdirectors, includingemployees or consultants other than, without limitationwith respect to non-officer employees and consultants only, write-downs any increases in the ordinary course of inventory business consistent with past practice, or write-offs (H) any agreement by the Company or any of accounts receivableits Subsidiaries to do any of the things described in the preceding clauses (A) through (G).

Absence of Certain Changes. Except as set forth disclosed in its Reports filed prior to the Disclosure Letterdate hereof or as expressly contemplated or permitted by this Agreement, since December 31, 1996, the Company Audit Date it and its Significant Subsidiaries have conducted their business respective businesses only in, and have not engaged in any material transaction other than according to, the ordinary and usual course of such business consistent with past practices, businesses and there has not been (i) any i)any change in the financial condition, properties, prospects, business or results of operations of it and its Subsidiaries, except those changes that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect suffered on it; (ii) any damage, destruction or other casualty loss with respect to any asset or property owned, leased or otherwise used by the Company it or any of its Subsidiaries, whether or not covered by insurance, which damage, destruction or loss is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on it; (iiiii) any declaration, setting aside or payment of any dividend (or other than distribution in respect of its capital stock, except publicly announced regular quarterly cash dividends at a rate not on its common stock and, in excess the case of $.46 per share of Common Stock) or other distribution with respect to the SBC, any dividends in capital stock of SBC which are simultaneously taken into account in an adjustment to the Company Exchange Ratio pursuant to Section 4.4; or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iiiiv) any material change by it in accounting principles, practices or methods; (iv) any entry into , except as required by GAAP. Since the Audit Date, except as provided for herein, in the Company Disclosure Letter, as disclosed in the Reports filed by the Company prior to the date hereof or amendment of any employment agreement withpermitted hereby, or there has not been any increase in the rate salary, wage, bonus or terms (including, without limitation, any acceleration of the right to receive payment) of other compensation payable or to that could become payable by the Company or any of its Subsidiaries to, their respective to directors, officers or employees, except key employees or any amendment of any of the Company Compensation and Benefit Plans (as defined in Section 5.1(h)(i)) other than increases or amendments in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablecourse.

Absence of Certain Changes. Except as specifically set forth in on Schedule 4.14 of the Disclosure LetterSchedule, since December 31, 19962010 (the “Interim Date”) none of the Group Companies have: (a) incurred any liability or obligation of any nature (whether accrued, the Company and its Significant Subsidiaries have conducted their business only absolute, contingent or otherwise), except in the ordinary course of such business consistent with past practicesbusiness; (b) permitted any of their assets to be subjected to any Lien; (c) acquired, sold, transferred or otherwise disposed of any assets except in the ordinary course of business; (d) made any capital expenditure or commitment therefor which, individually or in the aggregate, exceeded $25,000; (e) declared or paid any dividends or made any distributions on any of their Equity Interests, or redeemed, purchased or otherwise acquired any of their Equity Interests or any Option, or other right to purchase or acquire any of their Equity Interests; (f) made any bonus or profit sharing distribution; (g) increased or prepaid their Indebtedness, except current borrowings under bank credit lines listed on Schedule 4.14 of the Disclosure Schedule in the ordinary course of business, or made any loan to any Person; (h) written down the value of any work-in-process, or written off as uncollectible any notes or accounts receivable, except write-downs and there has not been write-offs in the ordinary course of business, none of which, individually or in the aggregate, is material to the Group Companies; (i) any Material Adverse Effect suffered by the Company or any of its Subsidiaries; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or granted any increase in the rate of wages, salaries, bonuses or terms other remuneration of (includingA) any employee who, without limitationwhether as a result of such increase or prior thereto, receives aggregate compensation from the Group Companies at an annual rate of $25,000 or more, or (B) except in the ordinary course of business, of any other employee; (j) canceled or waived any claims or rights of material value; (k) made any change in any method of accounting procedures; (l) otherwise conducted the Business or entered into any transaction, except in the usual and ordinary manner and in the ordinary course of their business; (m) entered into, amended or terminated any Material Agreements; (n) entered into, renewed, extended or modified any lease for real property, or, except in the ordinary course of business, any acceleration lease of personal property; (o) agreed, whether or not in writing, to do any of the right foregoing (except for transactions contemplated by this Agreement); (p) experienced or incurred any material and adverse effect on their assets, liabilities, prospects, results of operation, business or condition (financial or otherwise); (q) failed to receive paymentpreserve intact the present business organization and reputation of the Business, including any failure to: (1) keep the Business and the properties of compensation payable or the Group Companies substantially intact, including their present operations, physical facilities, assets, and working conditions, (2) keep available (subject to become payable by the Company or any of its Subsidiaries todismissals, their respective directors, officers or employees, except increases resignations and retirements in the ordinary course of business consistent with past practice or otherwise not within the Group Companies’ control) the services of the employees of the Group Companies, (3) use commercially reasonable efforts to maintain the goodwill of patients, suppliers, lenders, and other individuals or entities to whom the Group Companies provide services or with whom the Group Companies otherwise have significant business relationships in accordance connection with the past practice Business, and (4) continue all current sales, marketing and promotional activities of the Company; (v) any increase in Group Companies relating to the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employeesBusiness, except increases in to the ordinary course of business in accordance with the past practice of the Companyextent required by applicable Law or for changes that are not material; or (vir) failure to cause the books and records of the Group Companies to be maintained in the usual, regular and ordinary manner, such that the books and records accurately reflect the Company’s income, expenses, assets and liabilities, and (not permit; (s) caused or permitted any material revaluation by change in any pricing, investment, accounting, financial reporting, inventory, credit, allowance or Tax practice or policy of any Group Company that would materially adversely affect the Company Business or the assets, or (t) made or changed any Tax election, changed an annual accounting period, adopted or changed any accounting method, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes, consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or taken any other similar action, or omitted to take any action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action or omission would have the effect of increasing the Tax liability of the any of its Subsidiaries the Group Companies for any period ending after the Closing Date or decreasing any Tax attribute of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethe Group Companies existing on the Closing Date.

Absence of Certain Changes. Except Since the Balance Sheet Date (as set forth in hereinafter defined), no event has occurred that has had or could have a Material Adverse Effect. Since the Disclosure LetterBalance Sheet Date, since December 31, 1996, the Company and its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been been, directly or indirectly, (i) any Material Adverse Effect suffered by the Company or any of its Subsidiaries; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with in respect to the capital stock of the Company Target Common Shares, any return of any capital or its Subsidiaries (other than wholly-owned Subsidiaries) distribution of assets to shareholders, or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries Target of any outstanding shares of capital stock Target Common Shares or other securities ofor obligations of Target; (ii) any significant change by Target or any Subsidiary in accounting methods, principles or other ownership interests inpractices except as required by a change in generally accepted accounting principles, the Company or its Subsidiaries; (iii) any direct or indirect material change purchase or other acquisition of stock of any individual or entity of any kind or nature (collectively, “person” or “Person”), or any direct or indirect loan, advance (other than advances to employees for travel or entertainment expenses in accounting principlesthe ordinary course of business) or capital contribution to any person, practices or methods; (iv) any entry into or amendment a grant of any employment agreement withgeneral increase in the compensation of its officers or employees (including any such increase pursuant to any bonus, pension, profit-sharing or other plan or commitment) or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by to any such officer or employee; and (v) any agreement to take, whether in writing or otherwise, any action which would make or have made any representation or warranty in this Article 4 untrue or incorrect. Since the Company or Balance Sheet Date, Target and its Subsidiaries have conducted their respective businesses only in the ordinary and usual course consistent with past practice. Since the Balance Sheet Date, neither Target nor any of its Subsidiaries tohave (A) sold, their respective directorsassigned or transferred any of its tangible assets except in the ordinary course of business, officers or employeescanceled any debt or claim, except increases for write-offs in the ordinary course of business in accordance consistent with the past practice practices, (B) suffered any loss of the Company; (v) property or waived any increase right whether or not in the rate ordinary course of business, except where such loss or terms waiver would not have a Material Adverse Effect, (includingC) (i) granted any severance or termination pay to any of its directors, without limitationofficers, employees or consultants, (ii) increased any acceleration of benefits payable under any existing severance or termination pay policies or employment agreements, or (iii) increased the right to receive payment) of any bonuscompensation, insurance, pension bonus or other employee benefit plan or arrangement covering benefits payable to any such of its directors, officers officers, consultants or employees, (D) made any material change in the manner of its business or operations, (E) entered into any transaction except increases in the ordinary course of business in accordance with the past practice or as otherwise contemplated hereby or (F) entered into any commitment (contingent or otherwise) to do any of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableforegoing.

Absence of Certain Changes. Except as set forth disclosed in the Disclosure LetterCompany SEC Reports, since December 31September 30, 1996, 1994 the Company and its Significant Subsidiaries have conducted their business respective businesses only in, have not engaged in any transaction other than according to, the ordinary course of such business consistent with past practicesand usual course, and there has not been (ia) any Material Adverse Effect suffered by the Company or any of its SubsidiariesEffect; (iib) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution (whether in cash, stock or property) with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iiic) any material change by the Company in accounting principles, practices or methods; (ivd) any entry into labor dispute or amendment difficulty which is reasonably likely to result in any Material Adverse Effect, and to the Company's knowledge no such dispute or difficulty is now threatened; (e) except as contemplated by the POL Agreement, any material asset sold, disposed of (except inventory sold in the ordinary course of business) mortgaged, pledged or subjected to any employment agreement withlien, charge or other encumbrance; (f) except as set forth on Schedule 3.8(f), any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to which could become payable by the Company or any of its Subsidiaries to, to their respective directors, officers or officers, employees, distributors, dealers or sales representatives; (g) any amendment of any employee benefit plan; (h) any issuance, transfer, sale or pledge by the Company or its Subsidiaries of any shares of stock or other securities or of any commitments, options, rights or privileges under which the Company or its Subsidiaries is or may become obligated to issue any shares of stock or other securities; (i) any indebtedness incurred by the Company or its Subsidiaries, except increases such as may have been incurred in the ordinary course of business in accordance and consistent with the past practice of the Companypractice; (vj) any increase in the rate loan made or terms (including, without limitation, any acceleration of the right agreed to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation be made by the Company or its Subsidiaries, nor has the Company or its Subsidiaries become liable or agreed to become liable as a guarantor with respect to any of loan; (k) any waiver by the Company or its Subsidiaries of any right or rights of their respective assetsmaterial value or any payment, includingdirect or indirect, without limitationof any material debt, write-downs liability or other obligation; or (l) except as set forth on Schedule 3.8(l), any change in or amendment to the articles of inventory incorporation or write-offs bylaws (or similar charter documents) of accounts receivablethe Company or its Subsidiaries.

Absence of Certain Changes. Except as set forth in the Disclosure LetterCompany SEC Reports or as set forth in SECTION 3.9 OF THE COMPANY DISCLOSURE LETTER, since December 31, 19962002, the Company and its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been been: (i) any event or state of fact that, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect suffered by the Company or any of its SubsidiariesEffect; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock of the Company or any of its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its Subsidiaries; (iii) any material change by the Company in its accounting principlesmethods, practices principles or methodspractices; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs writing down the value of inventory or write-offs writing off notes or accounts receivable other than in the ordinary course of accounts receivablebusiness; (v) any damage, destruction or loss (whether or not covered by insurance) of any of the material properties or assets of the Company and its Subsidiaries; (vi) any increase in indebtedness for borrowed money other than an increase as a result of borrowings incurred in the ordinary course of business; (vii) any split, combination or reclassification of any capital stock of the Company or any issuance or the authorization of any issuance of any other securities in -10- respect of, in lieu of or in substitution for shares of the capital stock of the Company; or (viii) any agreement or commitment (contingent or otherwise) to take any of the actions set forth in clauses (i) through (vii) above.

Absence of Certain Changes. Except as set forth Since May 31, 1999 (the "Target Balance Sheet Date"), Target has conducted its business in the Disclosure Letterordinary course consistent with past practice and there has not occurred: (i) any change, since December 31event or condition (whether or not covered by insurance) that has resulted in, 1996or might reasonably be expected to result in, the Company and its Significant Subsidiaries have conducted their business only a Material Adverse Effect to Target; (ii) any acquisition, sale or transfer of any material asset of Target other than in the ordinary course of such business and consistent with past practices, and there has not been practice; (iiii) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Target or any revaluation by Target of its Subsidiariesassets; (iiiv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Target, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries Target of any outstanding of its shares of capital stock stock; (v) any material contract entered into by Target, other than in the ordinary course of business and as provided to Acquiror, or other securities any material amendment or termination of, or other ownership interests indefault under, any material contract to which Target is a party or by which it is bound; (vi) any amendment or change to the Articles of Incorporation or Bylaws or, except as contemplated by Section 2.16 hereof, the Company Target Rights Agreement of Target; or its Subsidiaries; (iiivii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration modification of the right to receive payment) of compensation or benefits payable or to become payable by the Company or Target to any of its Subsidiaries to, their respective directors, officers directors or employees. Other than with respect to the stock option and incentive plans described in Target's proxy statement for the annual meeting of its shareholders held on January 18, except increases 1999 or as disclosed on Section 2.15 of the Target Disclosure Schedule, Target has not agreed since the Target Balance Sheet Date to do any of the things described in the ordinary course of business preceding clauses (i) through (vii) and is not currently involved in accordance with the past practice any negotiations to do any of the Company; (v) any increase things described in the rate or terms preceding clauses (including, without limitation, any acceleration of i) through (vii) (other than negotiations with Acquiror and its representatives regarding the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation transactions contemplated by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethis Agreement).

Absence of Certain Changes. Except as set forth disclosed in the Company SEC Reports or in Section 3.9 of the Company Disclosure LetterSchedule, since December 31from July 1, 19962006 through the date hereof, the Company and its Significant the Company Subsidiaries have conducted their business only businesses in the ordinary course of such business consistent with past practices, and there has not been been: (i) any Material Adverse Effect suffered by the Company or any of its Subsidiaries; (iia) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the any shares of capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchasethe regular quarterly dividend to be paid to holders of Company Common Stock on September 6, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries2006); (iiib) any material change in accounting principlescommitment, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms contractual obligation (including, without limitation, any acceleration of the right to receive paymentmanagement or franchise agreement or any lease (capital or otherwise)), borrowing, liability, guaranty, capital expenditure or transaction (each, a “Commitment”) of compensation payable or to become payable entered into by the Company or any of its the Company Subsidiaries tooutside the ordinary course of business except for Commitments for expenses of attorneys, their respective directorsaccountants, officers investment bankers and other services incurred in connection with the Merger; (c) any material change in the Company’s accounting principles, practices or employeesmethods except insofar as may have been required by a change in GAAP; (d) to the knowledge of the Company, any events, changes, occurrences, effects, facts, violations, developments or circumstances which have had, or are reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect; (e) granted to any officer or employee of the Company or any Company Subsidiary any increase in compensation (including wages, salaries, bonuses or any other remuneration), except increases in the ordinary course of business in accordance consistent with the past practice or as was required under employment agreements in effect as of July 1, 2006, (f) granted to any such officer or employee of the Company; (v) Company or any Company Subsidiary any increase in severance or termination pay, except as was required under employment, severance or termination agreements in effect as of July 1, 2006 or (g) entered into by the rate Company or terms any Company Subsidiary any employment, severance or termination agreement with any such officer or employee; (including, without limitation, h) the creation or assumption by the Company or any acceleration of the right to receive payment) Company Subsidiary of any bonusliens, insurancepledges, pension security interests, claims or other employee benefit plan encumbrances in an amount, individually or arrangement covering in the aggregate, in excess of $100,000 on any such directors, officers or employees, except increases asset other than in the ordinary course of business consistent with past practices; (i) the making of any loan, advance or capital contribution to or investment in accordance with the past practice of the Company; or any Person (viother than any wholly owned Company Subsidiary) any material revaluation by the Company or any Company Subsidiary; or (j) any change that would prevent or delay beyond the Drop Dead Date (as defined in Section 8.1(b)) the ability of its Subsidiaries of the Company from consummating the Merger or any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivable.the other transactions contemplated in this Agreement. 13

Absence of Certain Changes. Except as set forth disclosed in its Reports filed or furnished prior to the Disclosure Letterdate hereof, or as expressly contemplated by this Agreement, since December 31, 1996, the Company its Audit Date it and its Significant Subsidiaries have conducted their business respective businesses only in, and have not engaged in any material transaction ("material" being construed in the context of the Party and its Subsidiaries taken as a whole) other than according to, the ordinary and usual course of such business consistent with past practicesbusinesses, and there has not been (i) any Material Adverse Effect suffered by the Company or any of its SubsidiariesChange with respect to it; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with in cash, stock or property in respect of its capital stock, except for dividends or other distributions on its capital stock publicly announced prior to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiariesdate hereof and except as expressly permitted hereby; (iii) any material split in its capital stock, combination, subdivision or reclassification of any of its capital stock or issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, except as expressly contemplated hereby or (iv) any change by it in accounting principles, practices or methods; (iv) any entry into methods except as required by changes in US GAAP or amendment of any employment agreement withUK GAAP, as the case may be. Since its Audit Date, except as provided for herein or as disclosed in its Reports filed or furnished prior to the date hereof, there has not been any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to that could become payable by the Company it or any of its Subsidiaries to, their respective directors, to officers or key employees, except or any amendment of, or acceleration of the time of payment or vesting under, any of its Compensation and Benefit Plans or agreements, other than increases or amendments in the ordinary course of business in accordance consistent with the past practice that are not, individually or aggregate, material ("material" being construed in the context of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of Party and its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory taken as a whole) or write-offs of accounts receivablethat are contemplated by this Agreement.

Absence of Certain Changes. Except as set forth in Section 4.10 of the Company Disclosure LetterSchedule, since December 31the Company Balance Sheet Date, 1996, the business of the Company and its Significant Subsidiaries have has been conducted their business only in the ordinary course of such business consistent with past practices, practices and there has not been (ia) any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect suffered by the Company or any of its SubsidiariesEffect; (iib) any amendment to the articles of incorporation or bylaws of the Company; (c) any split, combination or reclassification of any shares of the Company’s capital stock or declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with (whether in cash, stock or property or any combination thereof) in respect to the capital stock of the Company’s capital stock, or redemption, repurchase or other acquisition or offer to redeem, repurchase or otherwise acquire any Company Securities; (d) any sale, assignment, license or its Subsidiaries other transfer of any Necessary Intellectual Property or Company Intellectual Property (or any rights therein) or acquisition of any material Intellectual Property other than wholly-owned Subsidiariesin the ordinary course of business consistent with past practices; (e) or any repurchase, redemption or any other acquisition except as required by the Company terms of an applicable plan or its Subsidiaries of any outstanding shares of capital stock agreement then in effect or other securities ofas required or deemed advisable pursuant to applicable Law and except as would not result in an expense greater than $25,000 in the aggregate, or other ownership interests in, the Company or its Subsidiaries; (iiii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in compensation, bonuses or other benefits payable to any director or executive officer or, except in the rate or terms (includingordinary course of business consistent with past practices, without limitation, any acceleration other employee of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries toor (ii) any entering into, their respective directorsadoption or amendment in any material respect of any employment, officers change of control, severance, compensation, bonus, profit-sharing, stock option or employeesother stock related rights or other forms of incentive or deferred compensation, retirement benefits or other benefit agreement, plan, arrangement or policy applicable to any director or executive officer or, except increases in the ordinary course of business in accordance consistent with the past practice of the Company; (v) any increase in the rate or terms (including, without limitationpractices, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of Subsidiaries; or (f) any resolution, commitment or agreement to take any of their respective assets, including, without limitation, write-downs the actions described in clauses (b) through (e) of inventory or write-offs of accounts receivablethis Section 4.10.

Absence of Certain Changes. Except as set forth in the Disclosure Letter, since From December 31, 19962002 to the date of this Agreement, the Company and Xxxxxx has conducted its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been (i) any event or occurrence that has had or is reasonably likely to have a Xxxxxx Material Adverse Effect suffered Effect; (ii) any material change by the Company Xxxxxx or any of its Subsidiaries, when taken as a whole, in any of its accounting methods, principles or practices or any of its tax methods, practices or elections; (iiiii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not or distribution in excess respect of $.46 per share of Common Stock) or other distribution with respect to the any capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Xxxxxx or any repurchaseredemption, redemption purchase or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methodssecurities; (iv) any entry into split, combination or amendment reclassification of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration capital stock of the right to receive payment) of compensation payable or to become payable by the Company Xxxxxx or any of its Subsidiaries toor any issuance or the authorization of any issuance of any other securities in respect of, their respective directorsin lieu of or in substitution for shares of that capital stock; (v) any granting, officers or employeesany commitment or promise to grant, by Xxxxxx or any of its Subsidiaries to any officer of Xxxxxx or any of its Subsidiaries of (A) any increase in compensation, except increases in the ordinary course of business business, including in connection with promotions, consistent with prior practice or as required by employment agreements in effect as of the date of the consolidated balance sheet of Xxxxxx and its Subsidiaries included in the Xxxxxx Reports required or (B) any increase in severance or termination pay, except as part of a standard employment package to any person promoted or hired, but not including the five most highly compensated executive officers of Xxxxxx, or as employment, severance or termination agreements in effect as of date of the consolidated balance sheet of Xxxxxx and its Subsidiaries included in the Xxxxxx Reports required; (vi) any entry by Xxxxxx or any of its Subsidiaries into any employment, severance or termination agreement with any officer of Xxxxxx or any of its Subsidiaries; (vii) any increase in, or any commitment or promise to increase, benefits payable or available under any pre-existing Xxxxxx Benefit Plan (as defined in Section 5.11), except in accordance with the past practice pre-existing terms of the Company; (v) any increase in the rate or terms (including, without limitationthat Xxxxxx Benefit Plan, any acceleration of the right establishment of, or any commitment or promise to receive payment) establish, any new Xxxxxx Benefit Plan, any amendment of any bonusexisting stock options, insurancestock appreciation rights, pension performance awards or other employee benefit plan or arrangement covering any such directors, officers or employeesrestricted stock awards or, except increases in the ordinary course of business in accordance with and under pre-existing compensation policies, any grant, or any commitment or promise to grant, any stock options, stock appreciation rights, performance awards, or restricted stock awards; (vii) any damage to or any destruction or loss of physical properties Xxxxxx or any of its Subsidiaries owns or uses, whether or not covered by insurance, that in the past practice of the Companyaggregate have had or reasonably could be expected to have a Xxxxxx Material Adverse Effect; or (viviii) any material revaluation reevaluations by the Company Xxxxxx or any of its Subsidiaries of any of their respective assets (other than any ceiling test writedown related to adjusting the fair value of assets as a result of the consideration to be paid pursuant to this Agreement) which, in accordance with generally accepted accounting principles, Xxxxxx will reflect in its consolidated financial statements, including any impairment of assets, including, without limitation, write-downs and which in the aggregate are material to them. Schedule 5.9 of inventory or write-offs the Xxxxxx Disclosure Letter sets forth all severance and termination payments which will be payable upon the consummation of accounts receivablethe Merger and the termination of any employees of Xxxxxx.

Absence of Certain Changes. Except as set forth disclosed in the Disclosure LetterSEC Documents, since December 31, 19962019, (i) there has been no material adverse change in the business, properties, operations, financial condition or results of operations of the Company or its Subsidiaries,(ii) the Company and its Significant Subsidiaries Subsidiaries, considered as one entity, have conducted their not incurred any material liability or obligation, indirect, direct or contingent, including without limitation any losses or interference with its business only from fire, explosion, flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute or court or governmental action, order or decree, that are material, individually or in the aggregate, to the Company and its Subsidiaries, considered as one entity, or has entered into any transactions not in the ordinary course of such business consistent with past practices, and business; (iii) there has not been any material disruption, material delay or other material adverse change in (iA) the development of any Material Adverse Effect suffered of the Company’s product candidates, (B) the anticipated timeline of pre-clinical or clinical trials to support the development of any of the Company’s product candidates, or (C) the recruitment of candidates for clinical trials to support the development of any of the Company’s product candidates, in each case as a result of the recent outbreak of COVID-19, or as a result of any measures intended to contain the outbreak of COVID-19 imposed by any federal, state, local or foreign government or government agency in any country or region in which the Company Company, or any of its Subsidiaries; (ii) agents, consultants, advisors or vendors, has assets or properties or conducts business, including, without limitation, any declarationlimitations, setting aside curtailments, suspensions or payment closures of any dividend (businesses, business offices or establishments, schools, properties and other than regular quarterly cash dividends public areas due to quarantines, curfews, travel restrictions, workplace controls, “stay at a rate not in excess of $.46 per share of Common Stock) home” orders, social distancing requirements or guidelines or other distribution with respect to public gathering restrictions or limitations; and (iv) there has not been any material decrease in the capital stock or any material increase in any short-term or long-term indebtedness of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) and there has been no dividend or distribution of any repurchasekind declared, redemption paid or any other acquisition made by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities ofor, or other ownership interests in, except for dividends paid to the Company or its other Subsidiaries; (iii) , by any material change in accounting principles, practices or methods; (iv) of the Company’s Subsidiaries on any entry into or amendment class of any employment agreement withcapital stock, or any increase in the rate repurchase or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation redemption by the Company or any of its Subsidiaries of any class of their respective assetscapital stock. The Company has not taken any steps, includingand does not currently expect to take any steps, without limitation, write-downs to seek protection pursuant to any Bankruptcy Law nor does the Company or any of inventory its Subsidiaries have any knowledge or write-offs of accounts receivablereason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as they become due.

Absence of Certain Changes. Except as set forth in the Company Disclosure LetterSchedule, since December 31September 27, 19962009, except as otherwise expressly contemplated by this Agreement, the Company and each Company Subsidiary has conducted its Significant Subsidiaries have conducted their business only in the ordinary course consistent with past practice and there has not been: (a) any damage, destruction or loss (whether or not covered by insurance) affecting the business, properties or assets of the Company or any Company Subsidiary that has had, or would be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect; (b) any change by the Company in its accounting methods, principles or practice (other than changes required by GAAP); (c) other than in the ordinary course of such business consistent with past practicespractice, any sale of a material amount of assets of the Company and there has not been the Company Subsidiaries; (id) any material Tax election, any material change in method of accounting with respect to Taxes or any compromise or settlement of any proceeding with respect to any material Tax liability; (e) any change in the financial condition, results of operations or business of the Company and any of the Company Subsidiaries that has had, or would be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect suffered Effect; (f) any revaluation by the Company or of any of its Subsidiariesassets in any material respect; (iig) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not or distributions in excess respect of $.46 per share shares of Company Common Stock) Stock or any redemption, purchase or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other its securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course securities of business in accordance with the past practice of the Companyany Company Subsidiary; (vh) any increase in the rate wages, salaries, compensation, pension, or terms other fringe benefits or perquisites payable to any executive officer, employee, or director from the amount thereof in effect as of January 1, 2009 (includingwhich amounts have been previously disclosed to Parent), without limitationgranted any severance or termination pay, entered into any acceleration of the right contract to receive payment) of make or grant any severance or termination pay, or paid any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vii) any material revaluation by action, event, occurrence, development or state of circumstances or facts that has had, or would be reasonably likely to have, individually or in the aggregate, a Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableMaterial Adverse Effect.

Absence of Certain Changes. Except as set forth disclosed in the Disclosure LetterSchedule 4.9 -------------------------- ------------ attached hereto, since December 31the date of the Balance Sheet, 1996, the Company and its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been been: (ia) any Material Adverse Effect suffered by the Company or any of its SubsidiariesChange; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iiib) any material change in accounting principlesdamage, practices destruction or methodsloss (whether or not covered by insurance) adversely affecting the properties, Assets, liabilities, financial condition or results of operations of the Division; (ivc) any entry into or amendment of any employment agreement with, or any increase in the rate compensation, commissions or terms (including, without limitation, any acceleration of the right to receive payment) of compensation perquisites payable or to become payable by the Company Division to any employee of the Division, or any payment of its Subsidiaries toany bonus, their respective directorsprofit sharing or other extraordinary compensation to any employee of the Division (other than any such increase or payment paid or to become payable not exceeding 4% over amounts paid during the year ended December 31, officers 1998); (d) any cancellation of any material debts owed to or employeesclaims held by the Division or waiver of any material rights held by the Division; (e) any sale, except increases lease, abandonment or other disposition by the Division of any real property, or, other than in the ordinary course of business and not exceeding $50,000 in accordance with the past practice aggregate based on the book value thereof, of any machinery, equipment or other operating properties, or of any intangible assets; (f) any change in the amount, aging or collectibility of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension Accounts Receivable or other employee benefit plan debts due to Seller with respect to the Division or arrangement covering any such directors, officers the allowances with respect thereto or employees, except increases in accounts payable from that reflected on the ordinary course of business in accordance with the past practice of the CompanyFinancial Statements which could reasonably be expected to have a Material Adverse Effect; or (vig) any material revaluation action taken by Seller which, if taken subsequent to the Company execution of this Agreement and on or any prior to the Closing Date, would constitute a breach of its Subsidiaries Seller's agreements set forth in Section 6.1(a), (b), (e), (f), (g) or (h) of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethis Agreement.

Absence of Certain Changes. Except as set forth in Section 3.12 of the Parent Disclosure LetterSchedule, since December 31, 19962004 (the “Parent Balance Sheet Date”), Parent has conducted its business in the Company ordinary course consistent with past practice and there has not occurred: (a) any change, event or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Parent Material Adverse Effect; (b) any acquisition, sale or transfer of any material asset of Parent or any of its Significant Subsidiaries have conducted their business only other than in the ordinary course of such business and consistent with past practices, and there has not been practice; (ic) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Parent or any revaluation by Parent of any of its or any of its Subsidiaries’ assets; (iid) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Parent, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries Parent of any outstanding of its shares of capital stock other than the purchase of unvested shares upon employment or other securities of, or other ownership interests in, the Company or its Subsidiariesservice termination; (iiie) any material change in accounting principles, practices or methods; (iv) any entry entering into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company Parent or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of their respective assetsbusiness, includingor default by Parent or any of its Subsidiaries under, without limitationany material contract or agreement to which Parent or any of its Subsidiaries is a party or by which it is bound (or, write-downs to the Knowledge of inventory Parent, by any other party thereto); (f) any amendment or write-offs change to the Certificate of accounts receivableIncorporation or Bylaws; or (g) any increase in or modification of the compensation or benefits payable, or to become payable, by Parent to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with Parent’s past practices. Except as set forth in Section 3.12 of the Parent Disclosure Schedule, Parent has not agreed since December 31, 2004 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (a) through (g) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (a) through (g) (other than negotiations with the Company and its representatives regarding the Contemplated Transactions).

Absence of Certain Changes. Except as set forth Since June 30, 2014 (the “Target Balance Sheet Date”), other than any actions taken with Acquiror’s prior written consent in relation to the Spin-Off Transaction and accurately described in Section 3.6 of the Target Disclosure LetterSchedule, since December 31, 1996, the Company Target and its Significant Subsidiaries have conducted their business only the Target Business in the ordinary course consistent with past practice and there has not occurred (a) any change, event or condition (whether or not covered by insurance) that has resulted in, or would reasonably be expected to result in, a Target Material Adverse Effect; (b) any acquisition, sale or transfer of any material asset of Target other than in the ordinary course of such business and consistent with past practices, and there has not been practice; (ic) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Target or any revaluation by Target of any of its Subsidiariesassets; (iid) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries Target (other than wholly-owned Subsidiariesa distribution of shares of Target that occurs due to the exercise of a Target Option) or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries Target of any outstanding of its shares of capital stock stock; (e) any Material Contract entered into by Target, other than in the ordinary course of business and as provided to Acquiror, or any material amendment (other securities than in the ordinary course of business and as provided to Acquiror) or termination of, or other ownership interests indefault under, the Company any Material Contract to which Target is a party or its Subsidiariesby which it is bound; (iiif) any material amendment or change in accounting principles, practices to the Restated Certificate or methodsBylaws of Target; (ivg) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration modification of the right to receive payment) of compensation or benefits payable or to become payable by the Company or Target to any of its Subsidiaries to, their respective directors, officers directors or employees, except other than increases to the compensation or benefits of non-officer employees made in the ordinary course of business in accordance consistent with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Companypractice; or (vih) any material revaluation agreement by the Company or Target to do any of its Subsidiaries the things described in the preceding clauses (a) through (g). At the Effective Time, there will be no accrued or unpaid dividends on shares of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableTarget’s Capital Stock.

Absence of Certain Changes. Except as set forth in Since the Disclosure Letter, since December 31, 1996Audit Date, the Company and its Significant Subsidiaries taken as a whole have conducted their business only in the ordinary and usual course of such business consistent with past practices, and there has not been (i) any change in the financial condition, business, assets, liabilities, or results of operations of the Company and its Subsidiaries that has had or would be reasonably likely to have a Company Material Adverse Effect suffered Effect; (ii) any material damage, destruction or other casualty loss with respect to any material asset or material property owned, leased or otherwise used by the Company or any of its Subsidiaries, not covered by insurance; (iiiii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with in respect to of the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries any Subsidiary of any outstanding shares securities of capital stock or other securities of, or other ownership interests in, the Company other than (A) regular quarterly dividends on Shares in the ordinary course (including any periodic increase thereon consistent with past practice) not to exceed $.225 per Share and (B) as expressly contemplated by this Agreement; or its Subsidiaries; (iiiiv) any material change by the Company in accounting principles, practices or methods; (iv) methods which is not required by a change in GAAP. Since the Audit Date and through the date hereof, except as provided for herein or as disclosed in the Company Reports, there has not been any entry into or amendment of any employment agreement with, or any material increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to that could become payable by the Company or any of its Subsidiaries to, their respective directors, to officers or employees, except key employees or any material amendment of any of the Compensation and Benefit Plans (as defined in Section 5.1(h)(i)) other than increases or amendments in the ordinary course of business in accordance consistent with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablepractice.

Absence of Certain Changes. Except as set forth in the Disclosure Letteron Schedule 2.5, since December 31March 29, 19961998 (the "Target Balance Sheet Date"), the Company Target and its Significant Subsidiaries have conducted their business only businesses in the ordinary course consistent with past practice and there has not occurred: (i) any change, event or condition (whether or not covered by insurance) that, individually or in the aggregate, has resulted in a Material Adverse Effect on Target; (ii) any acquisition, sale or transfer of any material asset by Target or any of its Subsidiaries other than (A) for consideration of less than $250,000 in any one transaction in the ordinary course of such business and consistent with past practices, and there has not been practice or (iB) sales of inventory in the ordinary course of business; (iii) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Target or its Subsidiaries or any revaluation by Target of any of its or any of its Subsidiaries' assets; (iiiv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the shares of Target, or any direct or indirect redemption, purchase or other acquisition by Target of any of its shares of capital stock of the Company stock; (v) any entrance by Target or its Subsidiaries (other than wholly-owned Subsidiaries) into any material Contract not made in the ordinary course of business, or any repurchase, redemption material amendment or any other acquisition by termination (not made in the Company or its Subsidiaries ordinary course of any outstanding shares of capital stock or other securities business) of, or other ownership interests indefault under, any material Contract to which Target or any of its Subsidiaries is a party or by which it is bound; (vi) any amendment or change to the Company Articles of Incorporation or Bylaws of Target or organizational documents of any of its Subsidiaries; or (iiivii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration modification of the right to receive payment) of base compensation payable or to become payable by the Company Target or any of its Subsidiaries to, to any of their respective directors, directors or officers (or equivalent positions) or employees, except increases for such increase or modification as would not result in an increase in excess of ten percent (10%) in the ordinary course base compensation annualized over the next twelve (12) months payable or to be payable to any employee who had an annual rate of business in accordance with the past practice base compensation of over $50,000 as of the Company; (v) later of the date of hire or March 29, 1998. Except as set forth in Schedule 2.5, Target and its Subsidiaries have not agreed since March 29, 1998 to do any increase of the things described in the rate or terms preceding clauses (including, without limitation, i) through (vii) and is not currently involved in any acceleration negotiations to do any of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases things described in the ordinary course of business in accordance preceding clauses (i) through (vii) (other than negotiations with Acquiror and its representatives regarding the past practice of the Company; or (vi) any material revaluation transactions contemplated by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethis Agreement).

Absence of Certain Changes. Except as set forth disclosed in its Reports filed prior to the Disclosure Letterdate hereof, since December 31, 1996, the Company 2001 it and its Significant Subsidiaries have conducted their business respective businesses in all material respects only in, and have not engaged in any material transaction other than according to, the ordinary and usual course of such business consistent with past practices, businesses and there has not been (i) any change in the condition (financial or otherwise), properties, assets (including intangible assets), business or results of operations of it and its Subsidiaries, except those changes that, individually or in the aggregate, have not had, and are not reasonably likely to have, a Material Adverse Effect suffered on it; (ii) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company it or any of its Subsidiaries, whether or not covered by insurance; (iiiii) any declaration, setting aside or payment of any dividend (or other than distribution in respect of its capital stock, except for dividends or other distributions on its capital stock publicly announced prior to the date hereof and, in the case of the Company, the issuance of the Company Rights pursuant to the Company Rights Agreement and in the case of Parent regular quarterly cash dividends payable by Parent in respect of the shares of Parent Common Stock at a the rate not in excess of $.46 .02 per share of Common Stock) share; or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iiiiv) any material change in its accounting principles, practices or methods; (iv. Since December 31, 2001, except as provided for herein, as disclosed in Section 5.1(f) any entry into of its respective Disclosure Letter or amendment of any employment agreement withas disclosed in its Reports filed prior to the date hereof, or there has not been any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to that could become payable by the Company it or any of its Subsidiaries to, their respective directors, to (x) its officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (vy) any increase in the rate key employees of it or terms (includingits Subsidiaries, without limitationor any officers of its Subsidiaries, whose annual cash compensation is $250,000 or more, or any acceleration amendment of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableCompensation and Benefit Plans.

Absence of Certain Changes. Except as set forth Since the date of the Latest Balance Sheet, neither the Company nor any of its Subsidiaries has: (a) suffered any adverse change with respect to its business or financial condition results of operations, assets, liabilities (absolute, accrued or contingent), reserves, operations or prospects that, individually or in the Disclosure Letteraggregate, since December 31constitutes a Company Material Adverse Effect; (b) suffered any material loss, 1996damage or destruction to any of its material assets; (c) incurred any indebtedness for borrowed money or guaranteed any such indebtedness; (d) changed, the Company and in any material respect, its Significant Subsidiaries have conducted their business only accounting methods, principles or practices except as required by changes in GAAP; (e) sold or otherwise transferred any material assets, except in the ordinary course of such business consistent with past practices, and there has not been (i) any Material Adverse Effect suffered by the Company or any of its Subsidiariesbusiness; (iif) any declarationdeclared, setting set aside or payment of paid any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities ofequity interests, or repurchased or redeemed or otherwise acquired any outstanding capital stock or other ownership interests in, the Company or its Subsidiariesequity interests; (iiig) made or changed any material change tax election or settled any material tax claims, in accounting principleseach case, practices or methodsother than in the ordinary course of business; (ivh) any entry into or amendment of any employment agreement with, or granted any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or to any of its Subsidiaries toofficers, their respective directors, officers or key employees, except increases or agents or consultants other than in the ordinary course of business in accordance with the past practice business; or (i) entered into any agreement to take any of the Company; actions referred to in clauses (vc) any increase in the rate or terms through (including, without limitation, any acceleration h) of this sentence. Since date of the right to receive payment) Latest Balance Sheet the Company and each of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases its Subsidiaries have conducted its respective business in the ordinary course of business in accordance consistent with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablepractices.

Absence of Certain Changes. Except Since December 31, 2002 (the "Measurement Date"), except as set forth on Schedule 3.6, Seller has conducted its business in the Disclosure Letterordinary course and there has not occurred: (i) any change, since December 31event or condition (whether or not covered by insurance) that has resulted in, 1996or might reasonably be expected to result in, the Company and its Significant Subsidiaries a Material Adverse Effect to Seller; (ii) any acquisition, sale or transfer of any asset of Seller that would have conducted their business only a Material Adverse Effect other than in the ordinary course of such business and consistent with past practices, and there has not been practice; (iiii) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Seller or any revaluation by Seller of any of its Subsidiariesassets; (iiiv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Seller or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries Seller of any outstanding of its shares of capital stock stock; (v) any Material Contract (as such term is defined in Section 3.11) entered into by Seller, other than in the ordinary course of business and as provided to Kintera or other securities Purchaser, or any amendment that would have a Material Adverse Effect or termination of, or other ownership interests indefault under, the Company any Material Contract to which Seller is a party or its Subsidiariesby which it is bound; (iiivi) any material amendment or change in accounting principles, practices or methodsto the charter documents of Seller; (ivvii) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration modification of the right to receive payment) of compensation or benefits paid, payable or to become payable by the Company or Seller to any of its Subsidiaries to, their respective directors, officers or employees, except increases ; (viii) any reduction in the ordinary course sales of business Seller to or significant detrimental change in accordance terms with any customer year-to-date through June 30, 2003 as compared to the past practice same time period last year or (ix) any negotiation or agreement by Seller to do any of the Company; (v) any increase things described in the rate or terms preceding clauses (includingi) through (viii) (other than negotiations with Purchaser, without limitationKintera and their representatives regarding the transactions contemplated by this Agreement). As of Closing, any acceleration there will be no accrued but unpaid dividends on member interests of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableSeller's capital stock.

Absence of Certain Changes. Except as set forth in the Disclosure LetterSchedule 4.8, since December 31, 1996the date of the Latest Balance Sheet, the Company and its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been (i) any Material Adverse Effect suffered by the Company or any of its Subsidiaries; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases has been conducted in the ordinary course of business consistent in all material respects with past practice and there has not been: (i) any event, occurrence or development which, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect on the Company; (ii) any incurrence, assumption or guarantee by the Company of any indebtedness for borrowed money (other than interest accrued under the terms of the Bank Credit Facility) or any obligation to pay the deferred purchase price of property of a type that should be reflected as indebtedness on a balance sheet in accordance with GAAP (other than trade payables incurred in the ordinary course of business consistent with past practice practice); (iii) any making of any loan, advance or capital contribution to or investment in any Person; (iv) any damage, destruction, loss or casualty (whether or not covered by insurance) affecting the business, properties or assets of the Company which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company; (v) any increase material change in the rate method of accounting or terms accounting practice by the Company, except for any such change required by reason of a concurrent change in GAAP; (includingvi) any transaction or commitment made, without limitationor any contract or agreement entered into, any acceleration by the Company that is material to the business or operations of the right to receive paymentCompany (including the acquisition or disposition of assets) or any relinquishment by the Company of any bonus, insurance, pension material contract or other employee benefit plan or arrangement covering any such directorsright, officers or employeesin either case, except increases other than transactions and commitments in the ordinary course of business consistent in accordance all material respects with past practices and those contemplated by this Agreement; (vii) any material increase in compensation payable or benefits to directors, executive officers or key employees of the past practice Company or any grant of any severance, termination or retention payment to any director, officer or key employee of the Company; (viii) any labor dispute, other than routine grievances, or any lock out, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of the Company; (ix) any capital expenditure, or commitment for capital expenditure, for additions or improvements to property, plant and equipment in excess of $200,000, that was not part of the Company's capital budget included in Schedule 4.8 hereto (other than as required to effect a cure as permitted under paragraph (c) of the definition of the term "Material Adverse Effect"); or (vix) any material revaluation by the Company commitment or agreement to do any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethe foregoing.

Absence of Certain Changes. Except as set forth in the Disclosure Letter, since From December 31, 19962011 through the date of this Agreement, (a) except for the execution, delivery and performance of this Agreement and the discussions, negotiations and transactions related thereto, the business of the Company and its Significant Subsidiaries have has been carried on and conducted their business only in all material respects in the ordinary course of such business consistent with past practicesbusiness, and (b) there has not been any (i) any Material Adverse Effect suffered by the Company or any of its Subsidiaries; (ii) any declaration, setting aside for payment or payment of any dividend or other distribution in respect of any shares of the Company’s capital stock or other equity or voting interests (other than regular quarterly cash dividends at a rate not in excess distributions of $.46 0.04 per share of Common StockCompany Share), (ii) redemption, purchase or other distribution with respect to the capital stock acquisition of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any Company’s outstanding shares of capital stock or other securities of, equity or voting interests (other ownership interests in, than (x) pursuant to the Company Plans or its Subsidiaries; the Share Units or (y) in connection with the satisfaction of Tax withholding obligations with respect to Share Units) or (iii) split, combination, subdivision or reclassification of any shares of the Company’s capital stock or other equity or voting interests, (c) there has not been any change in any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase respect in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company Company’s or any of its Subsidiaries toSubsidiaries’ financial accounting or actuarial methods, their respective directors, officers principles or employeespractices, except increases insofar as may have been required (1) by GAAP (or any interpretation thereof), including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, (2) by Applicable SAP or (3) by applicable Law, including Regulation S-X under the Securities Act, (d) there has not been any effect, change, event or occurrence that, individually or in the ordinary course of business in accordance with the past practice of the Company; aggregate, has had or would reasonably be expected to have a Material Adverse Effect and (ve) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by neither the Company or nor any of its Subsidiaries has taken any action or failed to take any action that would have resulted in a breach of any of their respective assetsSections 5.01(a)(vi) or 5.01(a)(xii) had the restrictions thereunder been in effect since December 31, including, without limitation, write-downs of inventory or write-offs of accounts receivable2011.

Absence of Certain Changes. Except as set forth Since November 30, 2006 (the "Target Balance Sheet Date"), Target has conducted its business in the Disclosure Letterordinary course consistent with past practice and there has not occurred (a) any change, since December 31event or condition (whether or not covered by insurance) that has resulted in, 1996or would reasonably be expected to result in, the Company and its Significant Subsidiaries have conducted their business only a Material Adverse Effect on Target; (b) any acquisition, sale or transfer of any material asset of Target other than in the ordinary course of such business and consistent with past practices, and there has not been practice; (ic) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Target or any revaluation by Target of any of its Subsidiariesassets; (iid) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Target or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries Target of any outstanding of its shares of capital stock stock; (e) any Material Contract entered into by Target, other than in the ordinary course of business and as provided to Acquiror, or other securities any material amendment or termination of, or other ownership interests indefault under, the Company any Material Contract (as defined in Section 3.13) to which Target is a party or its Subsidiariesby which it is bound; (iiif) any material amendment or change in accounting principles, practices to the Certificate of Incorporation or methodsBylaws of Target; (ivg) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration modification of the right to receive payment) of compensation or benefits payable or to become payable by the Company or Target to any of its Subsidiaries to, their respective directors, officers or employeesexecutive officers, except increases or, other than in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (includingbusiness, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vih) any material revaluation negotiation or agreement by the Company or Target to do any of the things described in the preceding clauses (a) through (g) (other than negotiations with Acquiror and its Subsidiaries representatives regarding the transactions contemplated by this Agreement). At the Effective Time, there will be no accrued but unpaid dividends on shares of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableTarget's capital stock.

Absence of Certain Changes. Except as set forth With respect to the First Closing, since the date of the most recent financial statements of the Company included in the Disclosure LetterCompany’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed with the Commission on August 6, 2021, and with respect to the Second Closing, since December 31, 1996, the date of the most recent financial statements of the Company and its Significant Subsidiaries have conducted their business only included in the ordinary course of such business consistent with past practicesCompany’s most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K, and as applicable, for the quarter or year, as applicable, immediately preceding the Second Tranche Exercise Notice: (i) there has not been any change in the capital stock (i) any Material Adverse Effect suffered by other than the issuance of shares of Common Stock or Class B common stock upon exercise of stock options and warrants or the settlement of restricted stock units described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the Company SEC Filings, the short-term debt or long-term debt of the Company or any of its Subsidiariessubsidiaries, or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, management, financial position, stockholders’ equity or results of operations of the Company and its Subsidiaries taken as a whole; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock of neither the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or nor any of its Subsidiaries to, their respective directors, officers subsidiaries has entered into any transaction or employees, except increases agreement (whether or not in the ordinary course of business in accordance with the past practice of the Company; (vbusiness) any increase in the rate or terms (including, without limitation, any acceleration of the right that is material to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company and its Subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its Subsidiaries taken as a whole; and (iii) neither the Company nor any of its subsidiaries has sustained any loss or interference with its business that is material to the Company and its Subsidiaries taken as a whole and that is either from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or dispute or any action, order or decree of any of their respective assetscourt or arbitrator or governmental or regulatory authority, including, without limitation, write-downs of inventory or write-offs of accounts receivableexcept in each case as otherwise disclosed in the Company SEC Filings.

Absence of Certain Changes. Except as set forth in Since September 30, 2003 (the Disclosure Letter“Company Balance Sheet Date”) through the Effective Time, since December 31, 1996, the Company and its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been occurred: (i) any change, event or condition (whether or not covered by insurance or similar indemnification agreement) that has resulted in, or would reasonably be expected to result in, a Company Material Adverse Effect suffered by the Effect, (ii) any acquisition, sale or transfer of any material asset of Company or any of its Subsidiaries; subsidiaries, (iiiii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Company or any revaluation by Company of any of its or any of its subsidiaries’ assets, (iv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Company, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries of any outstanding of its shares of capital stock stock, (v) any material contract entered into by Company or other securities any of its subsidiaries, or any material amendment or (except by way of lapse of the term thereof) termination of, or other ownership interests indefault under, the any material contract to which Company or any of its Subsidiaries; subsidiaries is a party or by which it is bound, (iiivi) any action to amend or change the Certificate of Incorporation or Bylaws of Company, (vii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate compensation or terms (including, without limitation, any acceleration of the right to receive payment) of compensation benefits payable or to become payable by the Company or to any of its Subsidiaries to, their respective directors, officers directors or employees, except increases other than in the ordinary course of business in accordance and as contemplated by this Agreement or increases associated with the past practice of the Company; (v) any increase in the rate merit or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension annual pay increases or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases promotions in the ordinary course of business in accordance business, (viii) any transaction with the past practice any affiliate of the Company which is not a Subsidiary of Company; , or (viix) any material revaluation negotiation or agreement by the Company or any of its Subsidiaries of subsidiaries to do any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethe things described in the preceding clauses (i) through (viii) (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement and the agreements disclosed herein).

Absence of Certain Changes. Except Since December 31, 1997 and except as set forth in the Company SEC Reports and Section 4.18 of the Company Disclosure Letter, since December 31, 1996Schedule, the Company and its Significant Subsidiaries subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, practice and there has not been been: (ia) any event, occurrence or development of a state of circumstances or facts which has had or is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect suffered by on the Company or any of its SubsidiariesCompany; (iib) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock any shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Common Stock, or any repurchase, redemption or any other acquisition by the Company or -19- 24 any of its Subsidiaries subsidiaries of any amount of outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or any of its Subsidiariessubsidiaries; (iiic) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, material term of any outstanding security of the Company or any increase in the rate of its subsidiaries; (d) any incurrence, assumption or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable guarantee by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases subsidiaries of any indebtedness from any third party for borrowed money other than guarantees by the Company for the benefit of any of its subsidiaries and other than in the ordinary course of business and in accordance amounts and on terms consistent with the past practice of the Companypractices; (ve) any increase in the rate creation or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation assumption by the Company or any of its Subsidiaries subsidiaries of any Lien on any material asset other than in the ordinary course of their respective assetsbusiness consistent with past practices; (f) any making of any loan, advance or capital contribution to or investment in any person other than loans, advances or capital contributions to or investments in wholly-owned subsidiaries or to employees of the Company made in the ordinary course of business consistent with past practices; (g) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of the Company or any of its subsidiaries which, individually or in the aggregate, has had or is reasonably likely to have a Material Adverse Effect on the Company; (h) any transaction or commitment made, or any contract or agreement entered into, by the Company or any of its subsidiaries relating to its assets or business (including, without limitation, writethe acquisition or disposition of any assets) (other than transactions and commitments contemplated by this Agreement) inconsistent with the Company's 1998 Strategic and Annual Operating Plan dated February 18, 1998 (the "1998 Plan"), which was disclosed to Parent and Purchaser prior to the date of this Agreement, or any relinquishment by the Company or any of its subsidiaries of any material contract, license or right; (i) any change in any method of accounting or accounting principle or practice by the Company or any of its subsidiaries, except for any such change required by GAAP or Regulation S-downs X promulgated under the Exchange Act ("Regulation S-X"); or (j) any (i) grant by the Company or any of its subsidiaries of any severance or termination pay to, or entry into any employment, termination or severance arrangement with, any director, officer or employee of the Company or any subsidiaries other than any such grant or arrangement to or with any employee of any subsidiary of the Company in the ordinary course in an amount not exceeding an amount equal to the annual compensation plus expenses relating to "COBRA" and out-placement benefits of such employee; (ii) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer or employee of the Company or any of its subsidiaries, (iii) increase in benefits payable under any existing severance or termination pay policies or employment agreements or (iv) increase in compensation, bonus or other benefits payable to directors, officers or employees of the Company or any of its subsidiaries, other than in the ordinary course of business. SECTION 4.19. MILLENNIUM (a) The Company is in the process of conducting an inventory and assessment of all software, computers, network equipment, technical infrastructure, production equipment and other equipment and systems that are material to the operation of its business and the businesses of its subsidiaries and that rely on, utilize or writeperform date or time processing ("Systems"). (b) Any failure of any of the Company's Systems to be Year 2000 Complaint has not had and is not reasonably expected to have a Material Adverse Effect on the Company. (c) "Year 2000 Compliant" means a System will at all times: (i) consistently and accurately handle and process date and time information and data values before, during and after January 1, 2000, including but not limited to accepting date input, providing date output, and performing calculations on or utilizing dates or -20- 25 portions of dates; (ii) function accurately and in accordance with its specifications without interruption, abnormal endings, degradation, change in operation or other impact, or disruption of other Systems, resulting from processing date or time data with values, before, during and after January 1, 2000; (iii) respond to and process two-offs digit date input in a way that resolves any ambiguity as to century; and (iv) store and provide output of accounts receivabledate information in ways that are unambiguous as to century. SECTION 4.20. FULL DISCLOSURE None of the representations or warranties of the Company contained in this Article 4 nor any of the disclosures contained in the Company Disclosure Schedule contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements contained herein or therein, in light of the circumstances under which they are to be made, not misleading, subject to such exceptions which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The documents furnished by the Company pursuant to this Agreement are in all material respects true and correct copies of such documents. SECTION 4.21. REAL PROPERTY (a) Section 4.21(a) of the Company Disclosure Schedule lists all material real property owned by the Company or any of its subsidiaries (the "Owned Real Property"). The Company has good and marketable title in fee simple to the Owned Real Property and, except as indicated in Section 4.21(a) of the Company Disclosure Schedule, the Owned Real Property and all mineral reserves located thereon are owned free and clear of any charge, claim, community property interest, equitable interest, lien, option, pledge, security interest, mortgage, lease, license, easement, right of first refusal or other encumbrance ("Liens") other than for Permitted Liens. (b) Section 4.21(b) of the Company Disclosure Schedule contains a list of all leases and subleases (the "Leases"), with respect to all material real property leased by the Company or any of its subsidiaries (the "Leased Property"). (c) The Company and its Subsidiaries have the mineral reserves disclosed in pages 1-7 of the 1997 Form 10-K. There are no material zoning or land use restrictions or covenants which would materially inhibit the surface or subsurface mining or quarrying process where such mineral reserves are located. (d) The Liens affecting the Owned Real Property or Leased Property do not and will not, with respect to each Owned Real Property or Leased Property, individually or in the aggregate, materially impair the Company's or its subsidiary's ability to use the Owned Real Property or Leased Property in the operation of the Company's or its subsidiary's business as presently conducted. To the Knowledge of the Company, the Company or its subsidiary has access to public roads, streets or the like or valid easements over private streets, roads or other private property for such ingress to and egress from the Owned Real Property and the Leased Property, except as would not materially impair the Company's or its subsidiary's ability to use any such Owned Real Property or Leased Property in the operation of the Company's or its subsidiary's business as presently conducted or for the purposes for which such Owned Real Property or Leased Property is held by the Company or its subsidiary. (e) Neither the Company nor any of its subsidiaries has received any notice of any violation of any applicable building, zoning, land use or other similar statutes, laws, ordinances, regulations, permits or other requirements in respect of the Owned Real Property and the Leased Property, and to the Knowledge of the Company, there does not exist any such violations which adversely affect the ability of the Company and its subsidiaries to use the Owned Real Property or Leased Property in the manner and scope in which it is now being used except for violations which have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor any of its subsidiaries has received any notice that any, and to the Knowledge of the Company, no operations on or uses of the Owned Real Property and the Leased Property constitute non-conforming uses under any applicable building, zoning, land use or other similar statutes, laws, ordinances, regulations, permits or other requirements other than (i) non-conforming uses that are legal non- conforming uses, (ii) non-conforming uses that have been conducted with sufficient continuity so as to preserve the right to continue the existing operations and uses and any similar operations and uses for such property in the future, and (iii) non-conforming uses which, individually and in the aggregate, have not had and would not -21- 26 reasonably be expected to have, a Material Adverse Effect on the Company. Neither the Company nor any of its subsidiaries has Knowledge of or has received notice of any pending or contemplated condemnation, eminent domain or rezoning proceeding affecting the Owned Real Property or the Leased Property. (f) Neither the Company nor any of its subsidiaries has received any notice from any insurance carrier regarding defects or inadequacies in the Owned Real Property or Leased Property which, if not corrected, would result in termination of the Company's or its subsidiaries' insurance coverage or any material increase in the cost thereof, and the Company has no Knowledge of any such defects or inadequacies. (g) "Permitted Liens" means, with respect to any asset, (i) covenants, conditions, restrictions, encroachments, encumbrances, easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other imperfections of title (other than a Lien securing any indebtedness) with respect to such asset which, individually or in the aggregate, do not materially detract from the value of, or materially interfere with the present occupancy or use of, such asset and the continuation of the present occupancy or use of such asset or the use or occupancy for which such asset is held by a person; (ii) unfiled mechanic's, materialmen's and similar Liens with respect to amounts not yet due and payable or which are being contested in good faith through appropriate proceedings; (iii) Liens for taxes not yet delinquent or which are being contested in good faith through appropriate proceedings; and (iv) Liens securing rental payments under capital lease arrangements. SECTION 4.22. CONTRACTS Section 4.22 of the Company Disclosure Schedule sets forth a list of all material sales contracts and agreements to which the Company or any subsidiary is a party (the "Material Contracts"). All such contracts and agreements are in full force and effect and are binding on the parties thereto. No default by the Company or any of its subsidiaries has occurred thereunder, and to the Knowledge of the Company, no default by the other contracting parties has occurred thereunder, other than defaults which, individually and in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT Parent represents and warrants to the Company as follows: SECTION 5.1. ORGANIZATION AND QUALIFICATION Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power to carry on its business as it is now being conducted or currently proposed to be conducted. SECTION 5.2.

Absence of Certain Changes. Except as set forth disclosed in Schedule 3.8 of the Disclosure Schedule, since January 1, 2013, the Seller has conducted the Business in the Disclosure Letterusual ordinary course, and, without limiting the generality of the foregoing, since December 31such date, 1996there has not been: (a) any change or condition of any character in the Assets including, without limitation, the Company and its Significant Subsidiaries financial condition, results of operations or prospects of the Business which, individually or in the aggregate, had or could reasonably be expected to have conducted their business only a material adverse effect on the revenues, financial condition, results of operations, properties, assets or prospects of the Seller (a "Material Adverse Effect"); (b) any capital expenditure or commitment thereof in excess of $25,000 individually or $50,000 in the aggregate, or the making or any loans or advances; (c) any sale, lease, license, Encumbrance or other transfer or disposition of any assets or properties of the Seller, except in the ordinary course of such business consistent with past practices, and there has not been the Business; (id) any Material Adverse Effect suffered by the Company forgiveness or cancellation of any of its Subsidiariesdebts or claims; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (ive) any entry into or commitment to enter into any material contract by the Seller or any change or amendment of to any employment agreement withmaterial contract, or any increase entry into any or commitment to enter into any contract with an affiliate of the Seller; (f) any damage, destruction or loss to the properties or assets owned, leased or used by the Seller, whether or not covered by insurance, which adversely affected the operations of the Business; (g) any change by the Seller in its financial or tax accounting principles or methods, or any failure to maintain the books, accounts and records of the Seller in the rate or terms (includingusual, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the regular and ordinary course of business manner on a basis consistent with prior practice and in accordance with the past practice of the CompanyGAAP; (vh) any increase acquisition (by merger, consolidation or acquisition of stock or assets) by the Seller of any business entity or division or significant assets thereof; (i) any change made or authorized in the rate Seller's certificate of incorporation or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Companyby-laws; or (vij) any material revaluation failure by the Company or any of Seller to use its Subsidiaries of any of their respective assetscustomary best efforts to preserve the Seller's goodwill with suppliers, includingcustomers and others with which it has business relationships and to maintain its business, without limitationemployees, write-downs of inventory or write-offs of accounts receivablelicenses and operations consistent with past practices.

Absence of Certain Changes. Except as set forth on Schedule 4.6 of the Company Disclosure Letter or in the Disclosure LetterCompleted Commission Filings or as required or permitted by the Transaction Documents, since December 31, 19962000 to the date of this Agreement, (i) there has been no Material Adverse Effect on the Company or, to the knowledge of the Company, any event, change, occurrence, effect, fact, violation or circumstances that could reasonably be expected to have a Material Adverse Effect on the Company, (ii) the businesses of the Company and each of its Significant Subsidiaries have been conducted only in the ordinary course, (iii) neither the Company nor any of its Subsidiaries has incurred any material liabilities (direct, contingent or otherwise) or engaged in any material transaction or entered into any material agreement outside the ordinary course of business, (iv) neither the Company nor any of its Subsidiaries have increased the compensation of any officer or granted any general salary or benefits increase to their business only respective employees, other than in the ordinary course of such business consistent with past practicesbusiness, and there has not been (iv) any Material Adverse Effect suffered by neither the Company or nor any of its Subsidiaries; Subsidiaries has taken any action referred to in Section 6.3 hereof, (iivi) any there has been no declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock any class of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Shares or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any Shares or other securities of their respective assetsthe Company or any of its Subsidiaries and (vii) there has been no change by the Company in accounting principles, including, without limitation, write-downs of inventory practices or write-offs of accounts receivablemethods.

Absence of Certain Changes. Except as set forth Since June 30, 1999 (the "Company Balance Sheet Date"), Company has conducted its business in the Disclosure Letterordinary course consistent with past practice and there has not occurred: (i) any change, since December 31event or condition (whether or not covered by insurance) that has resulted in, 1996or might reasonably be expected to result in, the a Material Adverse Effect to Company; (ii) any acquisition, sale or transfer of any material asset of Company and or any of its Significant Subsidiaries have conducted their business only subsidiaries other than in the ordinary course of such business and consistent with past practices, and there has not been practice; (iiii) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by Company of any of its or any of its Subsidiariessubsidiaries' assets; (iiiv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Company, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries of any outstanding of its shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiariesstock; (iiiv) any material change in accounting principles, practices or methods; (iv) any entry contract entered into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries tosubsidiaries, their respective directors, officers or employees, except increases other than in the ordinary course of business in accordance with and as provided to Parent, or any material amendment or termination of, or default under, any material contract to which Company or any of its subsidiaries is a party or by which it is bound; (vi) any amendment or change to the past practice Certificate of the Incorporation or Bylaws or, except as contemplated by Section 2.32 hereof, Rights Agreement of Company; or (vvii) any increase in the rate or terms (including, without limitation, any acceleration modification of the right compensation or benefits payable, or to receive payment) become payable, by Company to any of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers its directors or employees, except increases other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business in accordance and consistent with the Company's past practice practices. Company has not agreed since June 30, 1999 to do any of the Company; or things described in the preceding clauses (vii) through (vii) and is not currently involved in any material revaluation by the Company or negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Parent and its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablerepresentatives regarding the transactions contemplated by this Agreement).

Absence of Certain Changes. Except as set forth in Since the Disclosure LetterBalance Sheet Date through the date hereof, since December 31except for actions expressly contemplated by this Agreement, 1996, the business of the Company and its Significant Subsidiaries have conducted their business only has been conducted, in all material respects, in the ordinary course of such business consistent with past practicesbusiness, and with respect to the Company and its Subsidiaries there has not been (ia) any change or event that has had or would reasonably be expected to have a Company Material Adverse Effect suffered by the Company or any of its Subsidiaries; Effect, (iib) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other equity interest or any redemption, purchase or other acquisition of any of its capital stock or other equity interest, other than in connection with (i) Company Stock-Based Awards, (ii) an intra-company transaction between the Company and one of its Subsidiaries or between two Subsidiaries of the Company, or (iii) dissolution of a wholly owned Subsidiary of the Company, in each case, in the ordinary course of business, (c) any split, combination or reclassification of any of its capital stock or other equity interest or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or other ownership interests inequity interest, other than in connection with (i) Company Stock-Based Awards, (ii) an intra-company transaction between the Company or and one of its Subsidiaries; , or (iii) dissolution of a wholly owned Subsidiary of the Company, in each case, in the ordinary course of business, (d) any material change in accounting principlesmethods, principles or practices used by the Company affecting its assets, liabilities or methods; business, except insofar as may have been required by a change in GAAP, (ive) any entry into amendments or amendment of any employment agreement with, or any increase changes in the rate charter documents or terms (including, without limitation, any acceleration other organizational documents of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries toSubsidiaries, their respective directors(f) any change in any material method of Tax accounting or material Tax compliance practices, officers (g) any change or employeesrescission of any material Tax election, except increases (h) any closing agreement, settlement or compromise of any claim or assessment, in each case in respect of material Taxes, or consent to any extension or waiver of any limitation period with respect to any claim or assessment for material Taxes, (i) any material acquisitions or dispositions (of assets or equity) other than in the ordinary course of business in accordance with the past practice of the Company; business, (vj) any increase in the rate or terms (including, without limitation, any acceleration material capital expenditures outside of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice business, (k) entry into any arrangements regarding material Indebtedness of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries Subsidiaries, (l) the settlement, waiver or compromise of any material Legal Proceeding that was not fully reserved against on the Company Balance Sheet, and (m) the entry into any agreement or contract (whether oral or written) to do any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethe foregoing.

Absence of Certain Changes. Except as set forth in Section 2.5 of the Company Disclosure LetterSchedule or as described in the Company SEC Documents, since December 31September 30, 19962004 (the “Company Balance Sheet Date”), the Company and has conducted its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, practice and there has not been occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Company Material Adverse Effect suffered by Effect; (ii) any acquisition, sale or transfer of any material asset of the Company or any of its SubsidiariesSubsidiaries other than in the ordinary course of business and consistent with past practice; (iiiii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its or any of its Subsidiaries’ assets; (iv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Company, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries of any outstanding of its shares of capital stock other than the purchase of unvested shares upon employment or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Companyservice termination; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation entering into by the Company or any of its Subsidiaries of any material contract or agreement, or any material amendment or termination of, other than in the ordinary course of their respective assetsbusiness, includingor default by the Company or any of its Subsidiaries under, without limitationany material contract or agreement to which the Company or any of its Subsidiaries is a party or by which it is bound (or, write-downs to the Knowledge of inventory the Company, by any other party thereto); (vi) any amendment or write-offs change to the Certificate of accounts receivableIncorporation or Bylaws; or (vii) any increase in or modification of the compensation or benefits payable, or to become payable, by the Company to any of its directors, consultants or employees, other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with the Company’s past practices. Except as set forth in Section 2.5 of the Company Disclosure Schedule or as described in the Filed Company SEC Documents, the Company has not agreed since September 30, 2004 to effect any changes, events, or conditions or take any of the actions described in the preceding clauses (i) through (vii) and is not currently involved in any negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Parent and its representatives regarding the Contemplated Transactions).

Absence of Certain Changes. Except as set forth Since January 31, 2002 (the "Measurement Date"), Involve has conducted its business in the Disclosure Letterordinary course and there has not occurred: (i) any change, since December 31event or condition (whether or not covered by insurance) that has resulted in, 1996or might reasonably be expected to result in, the Company and its Significant Subsidiaries a Material Adverse Effect to Involve; (ii) any acquisition, sale or transfer of any asset of Involve that would have conducted their business only a Material Adverse Effect other than in the ordinary course of such business and consistent with past practices, and there has not been practice; (iiii) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Involve or any revaluation by Involve of any of its Subsidiariesassets; (iiiv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Involve or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries Involve of any outstanding of its shares of capital stock stock; (v) any Material Contract (as such term is defined in Section 3.11) entered into by Involve, other than in the ordinary course of business and as provided to Merger Sub, or other securities any amendment that would have a Material Adverse Effect or termination of, or other ownership interests indefault under, the Company any Material Contract to which Involve is a party or its Subsidiariesby which it is bound; (iiivi) any material amendment or change in accounting principles, practices or methodsto the charter documents of Involve; (ivvii) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration modification of the right to receive payment) of compensation or benefits paid, payable or to become payable by the Company or Involve to any of its Subsidiaries to, their respective directors, officers or employees, except increases ; (viii) any reduction in the ordinary course sales of business Involve to or significant detrimental change in accordance terms with any customer year-to-date through October 31, 2002 as compared to the past practice same time period last year or (ix) any negotiation or agreement by Involve to do any of the Company; (v) any increase things described in the rate or terms preceding clauses (includingi) through (viii) (other than negotiations with Merger Sub, without limitationKintera and their representatives regarding the transactions contemplated by this Agreement). As of Closing, any acceleration there will be no accrued but unpaid dividends on shares of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableInvolve's capital stock.

Absence of Certain Changes. Except as set forth Since January 31, 1999 (the "Online Balance Sheet Date"), Online has conducted its business in the Disclosure Letterordinary course consistent with past practice and there has not occurred except as otherwise disclosed in the Online SEC Documents: (i) any change, since December 31event or condition (whether or not covered by insurance) that has resulted in, 1996or would reasonably be expected to result in, the Company and a Material Adverse Effect on Online; (ii) any acquisition, sale or transfer of any material asset of Online or any of its Significant Subsidiaries have conducted their business only subsidiaries other than in the ordinary course of such business and consistent with past practices, and there has not been practice; (iiii) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Online or any revaluation by Online of any of its or any of its Subsidiariessubsidiaries' assets; (iiiv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Online, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries Online of any outstanding of its shares of capital stock stock; (v) any material contract entered into by Online or any of its subsidiaries, other securities than in the ordinary course of business and as provided to Omega, or any material amendment or termination of, or other ownership interests inmaterial default under, the Company any material contract to which Online or any of its Subsidiariessubsidiaries is a party or by which it is bound; (iiivi) any amendment or change to the Articles of Incorporation or Bylaws of Online; (vii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration material modification of the right to receive payment) of compensation or benefits payable or to become payable by the Company or Online to any of its Subsidiaries to, their respective directors, officers or employees, employees except in the case of employees (other than officers) increases in the ordinary course of business in accordance consistent with the past practice of the Companypractices; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (viviii) any material revaluation by change in the Company interest rate risk management and hedging policies, procedures or practices of Online or any of its Subsidiaries of subsidiaries, or any failure to comply with such policies, procedures and practices; or (ix) any negotiation or agreement by Online or any of their respective assets, including, without limitation, write-downs its subsidiaries to do any of inventory or write-offs of accounts receivablethe things described in the preceding clauses (i) through (viii) (other than negotiations with Omega and its representatives regarding the transactions contemplated by this Agreement).

Absence of Certain Changes. Except Since March 31, 2000, except as set forth contemplated by the Disclosure Schedule, Acquiror has conducted its business in the Disclosure Letterordinary course consistent with past practice and there has not occurred: (i) any change, since December 31event or condition in the business or condition of Acquiror (whether or not covered by insurance) that has resulted in, 1996or might reasonably be expected to result in, the Company and its Significant Subsidiaries have conducted their business only a Material Adverse Effect to Acquiror; (ii) any acquisition, sale or transfer of any material asset of Acquiror other than in the ordinary course of such business and consistent with past practices, and there has not been practice; (iiii) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Acquiror or any revaluation by Acquiror of any of its Subsidiariesassets; (iiiv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Acquiror or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries Acquiror of any outstanding of its shares of capital stock stock; (v) any material contract entered into by Acquiror or other securities any of its subsidiaries, or any material amendment or termination of, or other ownership interests indefault under, the Company any material contract to which Acquiror or any of its Subsidiariessubsidiaries is a party or by which it is bound; (iiivi) any material amendment or change in accounting principles, practices to the Certificate of Incorporation or methodsBylaws of Acquiror; (ivvii) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration modification of the right to receive payment) of compensation or benefits payable or to become payable by the Company Acquiror to any of its directors or employees; or (viii) any negotiation or agreement by Acquiror or any of its Subsidiaries to, their respective directors, officers or employees, except increases subsidiaries to do any of the things described in the ordinary course preceding clauses (i) through (vii) (other than negotiations with Target and its representatives regarding the transactions contemplated by this Agreement). At the Effective Time, there will be no accrued but unpaid dividends on shares of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableAcquiror's capital stock.

Absence of Certain Changes. Except as set forth in From June 30, 2003 through the Disclosure Letter, since December 31, 1996date hereof, the Company and its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, except as contemplated by this Agreement in connection with the Merger and the transactions contemplated thereby. From June 30, 2003 through the date hereof, neither the Company nor any of its Subsidiaries has engaged in any transaction or series of transactions material to the Company and its Subsidiaries in the aggregate, other than in the ordinary course of business consistent with past practice, and there has have not been (ia) any events, changes, effects, developments or states of fact that would reasonably be expected to have or constitute a Company Material Adverse Effect suffered by the Company or any of its SubsidiariesEffect; (iib) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with in respect to of the capital stock of the Company; (c) any issuance by the Company, or agreement or commitment of the Company to issue, any shares of Common Stock or its Subsidiaries securities convertible into or exchangeable for shares of Common Stock; (other than wholly-owned Subsidiariesd) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iiie) any material change in accounting principles, practices or methods; (ivf) any entry into or amendment of any employment agreement with, or any material increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers directors or employeesofficers, except for increases occurring in the ordinary course of business in accordance with their customary practices and employment agreements entered into in the past practice ordinary course of the Companybusiness; (vg) any material increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases occurring in the ordinary course of business in accordance with the past practice of the Company’s customary practices; or (vih) any material revaluation by the Company or any of its Subsidiaries of any material amount of their respective assets, taken as a whole, including, without limitation, write-downs of inventory or write-offs of accounts receivablereceivable other than in the ordinary course of business consistent with past practices; and (i) any action of the type described in Section 7.1(a) or Section 7.1(b) that had such action been taken after the date of this Agreement would be in violation of such Section.

Absence of Certain Changes. Except as set forth in the Disclosure LetterSchedule 3.7, since December 31, 1996the Balance Sheet Date, the business of the Company and its Significant Subsidiaries have has been conducted their business only in the ordinary course Ordinary Course of such business consistent with past practices, Business and there has not been any event, occurrence, change, development, condition or state of circumstances which has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Schedule 3.7, since the Balance Sheet Date, there has not occurred: (i) any Material Adverse Effect suffered damage, destruction or loss, whether or not adequately covered by insurance, involving any Asset in excess of $50,000; (ii) any adoption or modification of any Benefit Plan made to, for or with any employees of the Company; (iii) any change in compensation payable (including, without limitation, commission, bonus or other direct or other remuneration) or to become payable by the Company to its employees, directors, officers or agents or change in benefits under any Benefit Plan, in each case other than changes made in the Ordinary Course of Business; (iv) any sale or other disposition of any Assets of the Company, other than sales or dispositions made in the Ordinary Course of Business; (v) any creation or other incurrence of a Lien of any kind upon any Assets of the Company except Permitted Liens; (vi) any change in the method of allocation of expenses, liabilities or income between the Company and any other subsidiaries, divisions or business units of the Company or the Parent or any other change in the method of its Subsidiariesaccounting or accounting practices of the Company; (iivii) any amendment, termination, waiver, cancellation or release of any rights or claims of material value, including rights or claims under any Material Contract, or any waiver or release of any right or claim relating to the Company's business against any affiliate (as defined in Rule 405 under the Securities Act, "affiliate") of any of the Parent or the Company; (viii) any discharge or payment of any material obligation or liability of the Company other than in the Ordinary Course of Business; (ix) any incurrence of Indebtedness by the Company; (x) any capital expenditures or commitments by the Company for any addition to property, plant or equipment exceeding $20,000 individually or $100,000 in the aggregate; (xi) any material cancellation or waiver of any debts to or any claims of the Company except in the Ordinary Course of Business; (xii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Stock, or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities ofof the Company, or other ownership interests in, payments to any of the Company or its SubsidiariesCompany's stockholders in their capacity as such; (iiixiii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or material term of any increase in the rate or terms (including, without limitation, any acceleration outstanding security of the right to receive payment) of compensation payable or to become payable by the Company or any recapitalization or reclassification of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice capital stock of the Company; (vxiv) (A) any increase in employment agreement with or for the rate or terms (including, without limitation, benefit of any acceleration of the right to receive paymentCompany's directors, officers, employees or agents; (B) any payment of any bonuspension, insurance, pension retirement allowance or other employee benefit plan not required to be paid by any existing Benefit Plan; or arrangement covering (C) any such directors, officers or employees, except increases in commitment made by the ordinary course of business in accordance with the past practice Company to any of the Company's directors, officers, employees or agents with respect to any additional pension, profit sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation, group insurance, severance pay, retirement or other Benefit Plan; or (vixv) any material revaluation amendment or termination (other than by the Company or any of its Subsidiaries completion thereof) of any Material Contract; (xvi) any change or modification in any material respect to the Company's credit, collection or payment policies, procedures or practices, including acceleration of their respective assetscollections or receivables (whether or not past due), including, without limitation, write-downs acceleration of inventory payment of payables or write-offs of accounts receivable.other liabilities or failure to

Absence of Certain Changes. Except as set forth disclosed in the Disclosure LetterCompany Reports filed with the SEC prior to the date of this Agreement or as contemplated by this Agreement, since December 31, 1996, the Company Balance Sheet Date (as defined below) the Company and its Significant Subsidiaries have conducted their business respective businesses only in, and have not engaged in any material transaction other than according to, the ordinary course of such business businesses consistent with past practices, practice and there has not been (i) any change in the financial condition, properties, business or results of operations of the Company and its Subsidiaries or any development or combination of developments of which management of the Company has Knowledge that, individually or in the aggregate, has had or is reasonably likely to have a Company Material Adverse Effect suffered or prevent or materially impair the ability of the Company to consummate the transactions contemplated by this Agreement; (ii) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance; (iiiii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with in cash, stock or property in respect to of the capital stock of the Company Company, except for dividends or other distributions on its Subsidiaries capital stock publicly announced prior to the date of this Agreement and except as expressly permitted hereby; (other than wholly-owned Subsidiariesiv) or any repurchase, redemption or any other acquisition change by the Company in accounting principles or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (ivv) any entry into or amendment of any employment agreement withexcept as provided for herein, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to that could become payable by the Company or any of its Subsidiaries to, their respective directors, to officers or employees, except key employees or any amendment of any of the Company Compensation and Benefit Plans (as defined in Section 5.1(i)) other than increases or amendments in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Companycourse; or (vi) any material revaluation by action that, if it would have occurred immediately after the date of this Agreement, would have violated or been inconsistent with, the provisions of Section 6.1(a) (provided, that solely for purposes of this Section 5.1(f)(vi), Section 6.1(a)(i)(N)(II) shall only apply to employment, severance or deferred compensation agreements with (A) any officer or director of the Company or (B) any other employee of the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivable.with an annual base salary in

Absence of Certain Changes. Except as disclosed in the Company Reports filed prior to the date hereof or in Company press releases or other public announcements prior to the date hereof (the "Public Announcements") or as set forth in Section 4.7 or Section 4.8 of the Company Disclosure LetterSchedule and except as otherwise provided in or contemplated by this Agreement, since December 31, 19961998 (the "Company Audit Date"), the Company and its Significant Subsidiaries have conducted their business respective businesses only in, and have not engaged in any material transaction other than according to, the ordinary and usual course of such business consistent with past practices, businesses and there has not been been: (ia) any change in the financial condition, properties, business or results of operations of the Company and its Subsidiaries, or any transaction, commitment, dispute or other event, or any other development or combination of developments that, individually or in the aggregate, has had or is reasonably likely to result in a Company Material Adverse Effect suffered Effect; (b) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance; (iic) any authorization, declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with in respect to of the capital stock of the Company or its Subsidiaries Company, except as permitted by Section 6.1 hereof; (other than wholly-owned Subsidiariesd) or any repurchase, redemption or any other acquisition change by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methodsmethods other than as required by changes in applicable GAAP or statutory accounting principles; (ive) any entry into material addition to the Company's consolidated reserves for unpaid losses and loss adjustment expenses prior to the date of this Agreement; (f) any material change in the accounting, actuarial, investment, reserving, underwriting or amendment claims administration policies, practices, procedures, methods, assumptions or principles of any employment agreement withCompany Insurance Subsidiary; or (g) any repurchase or redemption of any Shares. Since the Company Audit Date, except as provided for herein or as disclosed in the Company Reports or Public Announcements filed or made prior to the date hereof or as set forth in Section 4.7 of the Company Disclosure Schedule, there has not been any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to that could become payable by the Company or any of its Subsidiaries to, their respective directors, to officers at the senior vice president level or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate above or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company key employees or any of its Subsidiaries amendment of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethe Company Compensation and Benefit Plans (as defined in Section 4.9(a)).

Absence of Certain Changes. Except as set forth disclosed in the 1999 10-KSB, the September 1999 10-QSB, in Section 3.10 of the Seller Disclosure LetterSchedule, or incurred hereinafter in the ordinary course of business consistent with past practice and with Section 5.01 hereof, since December March 31, 19961999, (i) the Company business of each of Seller and its Significant Subsidiaries have has been conducted their business only in the ordinary course of such business consistent with past practices, and (ii) there has not been any change in the business, assets, financial condition or results of operations of Seller and its Subsidiaries, (iiii) there has not been any change in any policy or practice followed by Seller nor its Subsidiaries in the ordinary course of business except for changes which have not had and are not likely to have a Material Adverse Effect suffered by Effect, (iv) there has not been any material agreement, contract or commitment entered into, or agreed to be entered into, except for those in the Company ordinary course of business; (v) there has not been any increase in or establishment of any bonus, insurance, severance (including severance after a change in control), deferred compensation, pension, retirement, profit sharing, life insurance or split dollar life insurance, retiree medical or life insurance, or other employee benefit plan, or any other increase in the compensation payable or to become payable to any officers or key employees of Seller or its Subsidiaries, except with respect to cash compensation, in the ordinary course of business consistent with past practice; (iivi) there has not been any declarationchange in any of the accounting methods or practices of Seller and its Subsidiaries other than changes required by applicable law or applicable accounting policies; and (viii) neither Seller nor its Subsidiaries has declared, setting paid or set aside or for payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with in respect to the of its capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) redeemed, purchased or otherwise acquired, directly or indirectly, any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, Seller or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableSubsidiary.

Absence of Certain Changes. Except as set forth on Schedule 5.6, since November 30, 2006 (the "Acquiror Balance Sheet Date"), Acquiror has conducted its business in the Disclosure Letterordinary course consistent with past practice and there has not occurred (a) any change, since December 31event or condition (whether or not covered by insurance) that has resulted in, 1996or would reasonably be expected to result in, the Company and its Significant Subsidiaries have conducted their business only a Material Adverse Effect on Acquiror; (b) any acquisition, sale or transfer of any material asset of Acquiror other than in the ordinary course of such business and consistent with past practices, and there has not been practice; (ic) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Acquiror or any revaluation by Acquiror of any of its Subsidiariesassets; (iid) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Acquiror or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries Acquiror of any outstanding of its shares of capital stock stock; (e) any Material Contract entered into by Acquiror, other than in the ordinary course of business and as provided to Acquiror, or other securities any material amendment or termination of, or other ownership interests indefault under, the Company any Material Contract (as defined in Section 5.14) to which Acquiror is a party or its Subsidiariesby which it is bound; (iiif) any material amendment or change in accounting principles, practices to the Certificate of Incorporation or methodsBylaws of Acquiror; (ivg) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration modification of the right to receive payment) of compensation or benefits payable or to become payable by the Company or Acquiror to any of its Subsidiaries to, their respective directors, officers or employeesexecutive officers, except increases or, other than in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (includingbusiness, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vih) any material revaluation negotiation or agreement by the Company or Acquiror to do any of the things described in the preceding clauses (a) through (g) (other than negotiations with Acquiror and its Subsidiaries representatives regarding the transactions contemplated by this Agreement). At the Effective Time, there will be no accrued but unpaid dividends on shares of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableAcquiror's capital stock.

Absence of Certain Changes. Except as set forth in the Disclosure Letter, since December Since May 31, 19962005 (the “Parent Balance Sheet Date”) through the Effective Time, the Company and its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been occurred: (i) any change, event or condition (whether or not covered by insurance or similar indemnification agreement) that has resulted in, or would reasonably be expected to result in, a Parent Material Adverse Effect suffered by the Company Effect, (ii) any acquisition, sale or transfer of any material asset of Parent or any of its Subsidiaries; subsidiaries, (iiiii) any change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by Parent or any revaluation by Parent of any of its or any of its subsidiaries’ assets, (iv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Parent, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries Parent of any outstanding of its shares of capital stock stock, (v) any material contract entered into by Parent or other securities any of its subsidiaries, or any material amendment or (except by way of lapse of the term thereof) termination of, or other ownership interests indefault under, any material contract to which Parent or any of its subsidiaries is a party or by which it is bound, (vi) any action to amend or change the Company Certificate of Incorporation or its Subsidiaries; Bylaws or equivalent organizational documents of Parent, Merger Sub 1 or Merger Sub 2, (iiivii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate compensation or terms (including, without limitation, any acceleration of the right to receive payment) of compensation benefits payable or to become payable by the Company or Parent to any of its Subsidiaries to, their respective directors, officers directors or employees, except increases other than in the ordinary course of business in accordance or increases associated with the past practice of the Company; (v) any increase in the rate merit or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension annual pay increases or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases promotions in the ordinary course of business in accordance business, (viii) any transaction with the past practice any affiliate of the Company; Parent which is not a Subsidiary of Parent, or (viix) any material revaluation negotiation or agreement by the Company Parent or any of its Subsidiaries of subsidiaries to do any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethe things described in the preceding clauses (i) through (viii) (other than negotiations with Company and its representatives regarding the transactions contemplated by this Agreement and the agreements disclosed herein).

Absence of Certain Changes. Except as set forth disclosed in the Company Reports -------------------------- filed with the SEC prior to the date of this Agreement or as disclosed in Schedule 4.8 of the Pacific Disclosure Letter, since December 31, 19961998, the ------------ Company and each Subsidiary has conducted its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, practice and there has not been (i) any event or events which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect suffered by on the Company or any of its Subsidiaries; Company, (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock Capital Stock of the Company or any of its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries repurchase of any outstanding shares of capital stock or other securities ofsuch Capital Stock, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in the accounting principles, practices or methods; methods of the Company or any of its Subsidiaries, (iv) any entry into or amendment of any employment agreement with, or any increase in the rate salaries or terms (including, without limitation, any acceleration of the right to receive payment) of other compensation payable to any officer, director or to become payable by employee of the Company or any of its Subsidiaries to, their respective directors, officers or employees, (except for normal increases in the ordinary course of business consistent with past practice) or any increase in, or addition to, other benefits to which such officer, director or employee may be entitled (except as required by the terms of plans as in accordance with effect on the past practice date of this Agreement and which are listed on Schedule 4.8 of the Company; Pacific Disclosure Letter or as required by law), (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation ------------ incurrence by the Company or any of its Subsidiaries of indebtedness for borrowed money (except in the ordinary course of business consistent with past practice), (vi) any material adverse change or threat of a material adverse change in the Company's or any of their respective its Subsidiaries' relations with, or any loss or threat of loss of, any of the Company's or its Subsidiaries' important suppliers or customers, (vii) any termination, cancellation or waiver of any contract or other right material to the operation of the business of the Company and its Subsidiaries taken as a whole or (viii) any material damage, destruction or loss, whether or not covered by insurance, adversely affecting the properties, assets, includingbusiness or prospects of the Company and its Subsidiaries taken as a whole, without limitationor any deterioration in the operating condition of the assets of the Company and its Subsidiaries which would, write-downs of inventory individually or write-offs of accounts receivablein the aggregate, be material to the Company or its Subsidiaries taken as a whole.

Absence of Certain Changes. Except From September 30, 2001 (the "Company Balance Sheet Date") through the date of this Agreement, the Company has conducted its business in the ordinary course consistent with past practice and there has not occurred, except as set forth in the Disclosure Letter, since December 31, 1996, Section 3.6 of the Company and its Significant Subsidiaries have conducted their business only Disclosure Schedule or as specifically contemplated by this Agreement: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect with respect to the Company; (ii) any acquisition, sale or transfer of any material asset of the Company other than in the ordinary course of such business and consistent with past practices, and there has not been practice; (iiii) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its Subsidiariesassets, in each case, other than as required by changes in generally accepted accounting principles or other applicable principles of accounting or auditing; (iiiv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) any direct or any repurchaseindirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries of any outstanding of its shares of capital stock stock; (v) any Material Contract entered into by the Company, other than in the ordinary course of business and as provided to NetRatings, or other securities any material amendment or termination of, or other ownership interests indefault under, the Company or its Subsidiariesany Material Contract; (iiivi) any material amendment or change in accounting principles, practices to the certificate of incorporation or methodsbylaws of the Company; (ivvii) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration modification of the right to receive payment) of compensation or benefits payable or to become payable by the Company or to any of its Subsidiaries to, their respective directors, officers directors or employees, except increases other than in the ordinary course of business consistent with past practice; or (viii) any negotiation or agreement by the Company to do any of the things described in accordance the preceding clauses (i) through (vii) (other than negotiations with NetRatings and its representatives regarding the past practice transactions contemplated by this Agreement). At the Effective Time, there will be no accrued but unpaid dividends on shares of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivable's capital stock.

Absence of Certain Changes. Except Since December 31, 1998 (the "Company -------------------------- Balance Sheet Date"), except as set forth in any Company SEC Document (but only to the Disclosure Letterextent set forth therein), since December 31Company has conducted its business in the ordinary course consistent with past practice and there has not occurred: (i) any change, 1996event or condition (whether or not covered by insurance) that has resulted in, the or might reasonably be expected to result in, a Material Adverse Effect on Company; (ii) any acquisition, sale or transfer of any material asset of Company and or any of its Significant Subsidiaries have conducted their business only other than in the ordinary course of such business and consistent with past practices, and there has not been (i) any Material Adverse Effect suffered by the Company or any of its Subsidiaries; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiariespractice; (iii) any material change in accounting principlesmethods or practices (including any change in depreciation or amortization policies or rates) by Company or any revaluation by Company of any of its or any of its Subsidiaries' assets, practices or methodsexcept as set forth in any Company SEC Document (but only to the extent set forth therein); (iv) any entry into declaration, setting aside, or amendment payment of any employment agreement witha dividend or other distribution with respect to the shares of Company, or any direct or indirect redemption, purchase or other acquisition by Company of any of its shares of capital stock; (v) any material contract entered into by Company or any of its Subsidiaries, other than in the ordinary course of business and as made available to Parent, or any material amendment or termination of, or default under, any material contract to which Company or any of its Subsidiaries is a party or by which it is bound; (vi) any amendment or change to the Certificate of Incorporation or Bylaws of Company; (vii) any material increase in the rate or terms (including, without limitation, any acceleration modification of the right to receive payment) of compensation or benefits payable or to become payable by the Company or any of its Subsidiaries to, to any of their respective directors, officers or employees, except increases other than (in the case of non-executive officer employees) in the ordinary course of business in accordance consistent with the past practice of the Companypractice; (vviii) any increase material change in the interest rate risk management and hedging policies, procedures or terms (includingpractices of Company or any of its Subsidiaries, without limitationor any failure to comply with such policies, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Companyprocedures and practices; or (viix) any material revaluation negotiation or agreement by the Company or any of its Subsidiaries of to do any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethe things described in the preceding clauses (i) through (vii) (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement).

Absence of Certain Changes. Except as set forth in the Disclosure Letteron SCHEDULE 5.6, since December 31, 19961995 the Seller, VWS and VSI have carried on the Company VECTRA Waste Business only in the ordinary course, and its Significant Subsidiaries have conducted there has not been, insofar as it relates to the VECTRA Waste Business or the Acquired Waste Business Assets: (a) any change in the assets, liabilities, sales, income or business of any of the Seller, VWS or VSI or in their business only relationships with suppliers, customers or lessors, other than changes which were both in the ordinary course of such business consistent with past practicesand have not resulted in, and there has not been either in any case or in the aggregate, a Material Adverse Effect; (ib) any Material Adverse Effect suffered acquisition or disposition by the Company or any of its Subsidiariesthe Seller, VWS or VSI of any asset or property other than in the ordinary course of business; (iic) any declarationdamage, setting aside destruction or payment of loss, whether or not covered by insurance, materially and adversely affecting, either in any dividend (other than regular quarterly cash dividends at a rate not case or in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests inaggregate, the Company Acquired Waste Business Assets or its Subsidiariesthe VECTRA Waste Business; (iiid) except for any material change increases or payments reflected in accounting principlesthe year to date gross wages reflected on SCHEDULE 5.14, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate compensation, pension or other benefits payable or to become payable by any of the Seller, VWS or VSI to any of the employees listed on SCHEDULE 5.14, or any bonus payments or arrangements made to or with any of them (other than pursuant to the terms of any existing written agreement or plan of which the Buyer has been supplied complete and correct copies of); (e) any entry by any of the Seller, VWS or VSI into any transaction other than in the ordinary course of business; or (f) any incurrence by any of the Seller, VWS or VSI of any obligations or liabilities, whether absolute, accrued, contingent or otherwise (including, without limitation, any acceleration liabilities as guarantor or otherwise with respect to obligations of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries toothers), their respective directors, officers or employees, except increases other than obligations and liabilities incurred in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablebusiness.

Absence of Certain Changes. Except as set forth in To the Disclosure Letterbest of PVAXX's knowledge, since December the year end period of March 31, 19962000, the Company and its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been been: (i) any Material Adverse Effect suffered by material adverse change in the Company financial condition, assets, liabilities (contingent or any otherwise), income or business of its SubsidiariesPVAXX; (ii) any declarationdamage, setting aside destruction or loss (whether or not covered by insurance) materially and adversely affecting the properties or business of PVAXX; (iii) any declaration or payment of any dividend (other than regular quarterly cash dividends at a rate not or distribution in excess respect of $.46 per share of Common Stock) the capital stock or any direct or indirect redemption, purchase or other distribution with respect to acquisition of any of the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methodsPVAXX; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate compensation, bonus, sales commissions or terms (including, without limitation, any acceleration of the right to receive payment) of compensation fee arrangement payable or to become payable by the Company or PVAXX to any of its Subsidiaries toofficers, their respective directors, officers or employees, except consultants or agents other than raises or increases in compensation consistent with prior policy that are not in excess of five percent of the individual's annual compensation or hourly rate; (v) the creation of any material Encumbrance on any of the assets of PVAXX, or the amendment, modification or extension of any existing material Encumbrance on any such asset other than any such creation, amendment, modification or extension effected (A) in the ordinary course of business business, (B) as required in accordance connection with the past practice PVAXX Share Exchange, or (C) for current taxes or assessments which are not yet due, or being contemplated in good faith by appropriate proceedings; (vi) any sale, assignment, transfer, conveyance, lease, hypothecation, abandonment or other disposition of or agreement to sell, assign, transfer, convey, lease, hypothecate, abandon or otherwise dispose of, any of the Company; material assets of PVAXX, other that (vA) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases assets sold in the ordinary course of business in accordance with the past practice of the Companybusiness, or; or (viB) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableassets which are scrapped as obsolete in conformance with customary procedure.

Absence of Certain Changes. Except as set forth in Since the Disclosure LetterCompany Balance Sheet Date, since December 31, 1996, the business of the Company and its Significant Subsidiaries have has been conducted their business only in the ordinary course of such business consistent with past practices, practices and there has not been (i) any event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect suffered by on the Company. Without limiting the generality of the foregoing, since the Company or any of its Subsidiaries; Balance Sheet Date, there has not been: (iii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution (whether in cash, stock or property) with respect to the any capital stock of the Company or any of its Subsidiaries Subsidiaries, (other than wholly-owned Subsidiariesii) or any repurchasepurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any shares of capital stock or any other securities of the Company or any of its Subsidiaries or any options, warrants, calls or rights to acquire such shares or other securities, (iii) any split, combination or reclassification of any capital stock of the Company or any of its Subsidiaries or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of their respective capital stock, (iv) (A) any granting by the Company or any of its Subsidiaries to any current or former (1) director of the Company or (2) employee of the Company or any of its Subsidiaries who is a party to a change of control or severance arrangement (all individuals described in the foregoing clauses (1) and (2), collectively, the “Key Personnel”) of any increase in compensation, bonus or fringe or other benefits, except in the ordinary course of business consistent with past practice or as was required under any Benefit Agreement or Benefit Plan, (B) any granting by the Company or any of its Subsidiaries to any Key Personnel of (1) any increase in severance or termination pay or (2) any right to receive any severance or termination pay except for severance or termination pay received in the ordinary course of business consistent with past practice or as was required under any Benefit Agreement or Benefit Plan, (C) any entry by the Company or any of its Subsidiaries into, or any amendments of, (1) any employment, deferred compensation, consulting, severance, change of control, termination or indemnification contract with any Key Personnel or any other director, officer or employee of the Company or any of its Subsidiaries or (2) any Contract with any Key Personnel or any other director, officer or employee of the Company or any of its Subsidiaries the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of the Merger (all such Contracts under this clause (C), collectively, “Benefit Agreements”), (D) the removal or modification of any restrictions in any Benefit Agreement or Benefit Plan or awards made thereunder, except as required to comply with Applicable Law or the terms or provisions of any Benefit Agreement or Benefit Plan in effect as of the date hereof and except as may be effected in the ordinary course of business consistent with past practice or (E) the adoption, amendment or termination of any Benefit Plan, other than, in the case of sections 4.10(iv)(A)-(D), such increases, amendments, new agreements, removals, modifications or terminations that (1) do not provide for any increase in compensation or benefits for any individual Key Personnel that is material in relation to such person’s compensation or benefits prior to such increase and (2) in the aggregate do not result in any material increase in compensation, benefits or other similar expenses of the Company and its Subsidiaries, and (v) any change in financial accounting methods, principles or practices by the Company materially affecting its assets, includingliabilities or businesses, without limitation, write-downs of inventory or write-offs of accounts receivableexcept insofar as may have been required by a change in GAAP.

Absence of Certain Changes. Except as contemplated by this Agreement or as set forth on Section 3.8 of the Seller Disclosure Letter, since March 31, 2018 to the date of this Agreement, (a) the Business has been conducted in all material respects in the ordinary course and consistent with past practice and (b) no “Event of Default” under the Debt Facilities has occurred and is continuing, and (c) there has not been any event, development or state of circumstances which would require the consent of Purchaser pursuant to Section 5.2(a)(ii), (iii), (vi), (vii) (but replacing $250,000 in Section 5.2(a)(vii), with $1,000,000), (viii) (but replacing $100,000 in Section 5.2(a)(viii), with $1,000,000 and $1,000,000 in Section 5.2(a)(viii), with $10,000,000), (ix), (x), (xv) or (xvi) were it to be taken between the date hereof and the Closing Date. No Litigation. Except as set forth in on Section 3.9 of the Seller Disclosure Letter, since December 31, 1996, the Company and its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices(a) there is, and since June 30, 2015 there has not been (i) been, no Action or Order outstanding, pending or, to the Knowledge of Seller, threatened in writing against any Material Adverse Effect suffered by the Company of Seller, any Selling Subsidiary or any Transferred Subsidiary relating to the Purchased Assets or the Assumed Liabilities or the Business or the Business Employees or against the Miraclon Entities or the Transferred Subsidiaries by or before any Governmental Authority or arbitrator and (b) there is, and since June 30, 2015 there has been, no material Action, outstanding, or to the Knowledge of its Seller, threatened in writing against Seller, any Selling Subsidiary or any Transferred Subsidiary, in each case, relating to the Purchased Assets or the Assumed Liabilities or the Business or the Business Employees or against the Miraclon Entities or the Transferred Subsidiaries; (ii) . None of Seller, any declaration, setting aside Selling Subsidiary or payment any Transferred Subsidiary is subject to any Order of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect Governmental Authority relating to the capital stock Business or by which any of the Company Purchased Assets is bound. To the Knowledge of Seller, no Business Employee is subject to any Order that prohibits such Business Employee from engaging in or its Subsidiaries (other than wholly-owned Subsidiaries) continuing any conduct, activity or any repurchase, redemption or any other acquisition by practice relating to the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableBusiness.

Absence of Certain Changes. Except as set forth disclosed in the Disclosure LetterCompany Reports filed prior to the date hereof, since December October 31, 1996, 1999 the Company and each of its Significant Subsidiaries have conducted their business respective businesses only in, and have not engaged in any material transaction other than according to, the ordinary and usual course of such business consistent with past practicesbusinesses, and there has not been (i) any change in the financial condition, properties, business or results of operations of the Company and its Subsidiaries, or any development or combination of developments of which the executive officers of the Company have knowledge, that, individually or in the aggregate, has had or is reasonably likely to have a Company Material Adverse Effect suffered Effect; (ii) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiaries, whether or not covered by insurance; (iiiii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with in respect to of the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methodsCompany; (iv) any entry into change by the Company in accounting policies, practices, procedures, methods, assumptions or amendment principles of the Company or any employment agreement with, of its Subsidiaries; or (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to that could become payable by the Company or any of its Subsidiaries toto executive officers, their respective directors, officers or employees, except other than increases in the ordinary course course, or, other than as required by Law, any amendment of business any of the Compensation and Benefit Plans (as defined in accordance with Section 5.1(h)) or the past practice adoption of any new Compensation and Benefit Plan. For purposes of this Agreement, "KNOWLEDGE OF THE EXECUTIVE OFFICERS" or any variation thereof means, in the case of the Company; , knowledge of the executive officers of the Company (vor its Subsidiaries) any increase and, in the rate or terms (includingcase of Parent, without limitation, any acceleration knowledge of the right to receive payment) executive officers of any bonusParent (or its Subsidiaries), insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableeach case after due inquiry.

Absence of Certain Changes. Except as set forth disclosed in the Disclosure LetterVeeco SEC Documents, since December 31September 30, 19961999 (the "VEECO BALANCE SHEET DATE"), the Company Veeco and its Significant Subsidiaries have conducted their business only in the ordinary course consistent with past practice and there has not occurred: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or might reasonably be expected to result in, a Material Adverse Effect to Veeco; (ii) any acquisition, sale or transfer of any material asset of Veeco or any of its subsidiaries other than in the ordinary course of such business and consistent with past practices, and there has not been practice; (iiii) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Veeco or any revaluation by Veeco of any of its Subsidiariesassets; (iiiv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Veeco, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries Veeco of any outstanding of its shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiariesstock; (iiiv) any material change in accounting principles, practices or methods; (iv) any entry contract entered into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company Veeco or any of its Subsidiaries tosubsidiaries, their respective directors, officers or employees, except increases other than in the ordinary course of business in accordance with the past practice of the Company; (v) business, or any increase in the rate material amendment or terms (includingtermination of, without limitationor default under, any acceleration material contract to which Veeco or any of the right to receive payment) its subsidiaries is a party or by which it or any of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Companythem is bound; or (vi) any material revaluation action or failure to act that could reasonably be expected to cause the Merger to fail to qualify as a reorganization as described in Section 368(a) of the Code with respect to which no gain or loss will be recognized by a stockholder of the Company on the conversion of Company Common Stock into Veeco Shares pursuant to the Merger (except with respect to any cash received in lieu of a fractional share); or (vii) any agreement by Veeco or any of its Subsidiaries of subsidiaries to do any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethe things described in the preceding clauses (i) through (vi) (other than negotiations with the Company and its representatives regarding the transactions contemplated by this Merger Agreement).

Absence of Certain Changes. Except as set forth in the Disclosure Letteron Schedule 5.6, since December 31, 1996, 1996 the Company and its Significant Subsidiaries have conducted their business Seller has carried on the NAC Business only in the ordinary course of such business consistent with past practicescourse, and there has not been with relation to the NAC Business, (ia) any Material Adverse Effect suffered change in the assets, liabilities, sales, income or business of the Seller or in its relationships with suppliers, customers or lessors, other than changes which were both in the ordinary course of business and have not been, either in any case or in the aggregate, materially adverse; (b) any acquisition or disposition by the Company Seller of any asset or any property other than in the ordinary course of its Subsidiariesbusiness; (iic) any declarationdamage, setting aside destruction or payment of loss, whether or not covered by insurance, materially and adversely affecting, either in any dividend (other than regular quarterly cash dividends at a rate not case or in excess of $.46 per share of Common Stock) the aggregate, the property or other distribution with respect to the capital stock business of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its SubsidiariesSeller; (iiid) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate compensation, pension or terms (including, without limitation, any acceleration of the right to receive payment) of compensation other benefits payable or to become payable by the Company or Seller to any of its Subsidiaries to, their respective directors, officers or employees, except increases or any bonus payments or arrangements made to or with any of them (other than pursuant to the terms of any existing written agreement or plan of which the Buyer has been supplied complete and correct copies of); (e) any forgiveness or cancellation of any debt or claim by the Seller or any waiver of any right of material value other than compromises of accounts receivable in the ordinary course of business in accordance with the past practice of the Companybusiness; (vf) any increase entry by the Seller into any transaction other than in the rate ordinary course of business; (g) any incurrence by the Seller of any obligations or terms liabilities, whether absolute, accrued, contingent or otherwise (including, without limitation, any acceleration liabilities as guarantor or otherwise with respect to obligations of the right to receive payment) of any bonusothers), insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases than obligations and liabilities incurred in the ordinary course of business in accordance with the past practice of the Companybusiness; or (vih) any material revaluation by the Company mortgage, pledge, lien, lease, security interest or other charge or encumbrance on any of its Subsidiaries of any of their respective the assets, includingtangible or intangible, without limitation, write-downs of inventory or write-offs of accounts receivable.the Seller;

Absence of Certain Changes. Except Since the date of the Balance Sheet, the Business has been conducted only in the ordinary course, consistent with past practice. Without limiting the foregoing, since the date of the Balance Sheet, except as set forth in Schedule 3.6, there has not been (a) any actual or to the Disclosure Letterbest knowledge of Sellers, since December 31threatened change in the condition (financial or otherwise), 1996properties, assets or results of operations of the Company and its Significant Subsidiaries Business or any Seller which, individually or in the aggregate, could have conducted their business only a material adverse effect, (b) any material damage, destruction or other casualty loss to, or actual or, to Sellers' knowledge, threatened forfeiture or taking of, any Assets or any property used in the Business (whether or not covered by insurance), (c) any waiver or modification by any Seller of any right or rights of substantial value, or any payment (direct or indirect) in satisfaction of any liability, which individually or in the aggregate, could have a material adverse effect on the Business, (d) any change in the accounting principles, methods, practices or procedures followed by any Seller in connection with the Business or any change in the depreciation or amortization policies or rates theretofore adopted by any Seller in connection with the Business, (e) any sale, transfer, conveyance of any Asset, or grant to any party of any license, sublicense, franchise or option or other right of any nature to sell or distribute the Assets, other than inventory in the ordinary course of such business consistent with past practicesthe Business, and there has not been (if) any Material Adverse Effect suffered by material change to any business policy of the Company Business, including, without limitation, advertising, marketing, pricing, purchasing, personnel, return or any of its Subsidiariesproduct acquisition policies; (iig) any increase in the rate of compensation or in the benefits payable or to become payable by Balfour to any employee or officer of the Business inconsistent with their past practices or, except as set forth on Schedule 3.6(g) hereto, any institution of a bonus or incentive plan for employees for fiscal 1997 or subsequent years, (h) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) dividends, or other distribution with distributions in respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock of Balfour, (i) any strikes, work stoppages, slowdowns, lockouts, arbitrations or any grievances or other securities oflabor disputes pending or, to Sellers' best knowledge, threatened against or involving Balfour, (j) any unfair labor practice charges, grievances or complaints pending or, to any Seller's best knowledge, threatened by or on behalf of any employee or group of employees of the Business, (k) any organizing activity involving any Seller or, to any Seller's best knowledge, threatened by any labor organization or group of employees of the Business, (l) any payment or commitment to pay severance or termination pay to any of Sellers' officers, directors, employees, consultants, agents or other ownership interests in, representatives of the Company Business or its Subsidiaries; (iiim) any pending or, to any Seller's best knowledge, threatened or anticipated dispute with any customer or supplier or any occurrence or situation or other event which is reasonably likely to result in any material reduction in amount of products purchased or sold or material change in accounting principles, practices terms or methods; (iv) conditions of doing business with any entry into substantial customer or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration supplier of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableBusiness.

Absence of Certain Changes. Except as set forth disclosed in Section 3.13 of the Company Disclosure LetterSchedule, since December 31, 1996, the Balance Sheet Date the business of the Company and its Significant Subsidiaries have Subsidiary has been conducted their business only in the ordinary course Ordinary Course of such business consistent with past practicesBusiness, and there has have not been (ia) any events or changes that have resulted in or would reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect suffered by the Company or any of its Subsidiaries(as defined below); (iib) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution (whether in cash, stock or property) with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership equity interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vic) any material revaluation change by the Company or its Subsidiary in accounting principles, practices, policies or methods (including with respect to reserves), (d) any amendment to the Organizational Documents of the Company or its Subsidiary; (e) any transaction with, or for the benefit of, any Shareholder, Member of the Immediate Family of any Shareholder (if applicable) or any Affiliate of any of the foregoing Persons (other than payments of wages and salaries made to officers, directors and employees in the Ordinary Course of Business); (f) any material loss, destruction or damage (in each case, whether or not insured) affecting the Company or any material asset of the Company or its Subsidiary; (g) any increase in the compensation payable or paid, whether conditionally or otherwise, to any employee, consultant or agent other than in the Ordinary Course of Business, any director or officer or any Shareholder or any Affiliate of any Shareholder; (h) any agreement by the Company or its Subsidiary to do any of the things referred to elsewhere in this Section 3.13, (i) neither the Company nor its Subsidiary has become liable in respect of any guarantee or has incurred, assumed or otherwise become liable in respect of any Debt, except for borrowings in the Ordinary Course of Business under credit facilities in existence as of the Balance Sheet Date; or (j) neither the Company nor its Subsidiary has permitted any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableassets to become subject to a Lien other than a Permitted Lien.

Absence of Certain Changes. Except as set forth in Since the Disclosure Letterdate of the Unaudited Interim Balance Sheet, since December 31, 1996, the Company and its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been (i) any Material Adverse Effect suffered by no material adverse change to, and no material adverse development in, the Company assets, liabilities, business, properties, operations, condition (financial or any otherwise), results of its Subsidiaries; (ii) any declaration, setting aside operations or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock prospects of the Company or its Subsidiaries Subsidiaries, (other than wholly-owned Subsidiariesii) or any repurchaseno Material Adverse Effect, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) no satisfaction or discharge of any material change in accounting principleslien, practices claim or methods; (iv) any entry into encumbrance or amendment payment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable obligation by the Company or any of its Subsidiaries to, their respective directors, officers or employeesCompany, except increases in the ordinary course of business in accordance and with the past practice of respect to payments under the Company; ’s outstanding contingent value rights (v“CVRs”) any increase in the rate or terms and (includingiv) no waiver, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases not in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation business, by the Company or any Subsidiary of a material right or of a material debt owed to it. Since the date of the Unaudited Interim Balance Sheet, neither the Company nor any of its Subsidiaries has (i) purchased any of its outstanding Common Stock (other than from its employees or other service providers in connection with the termination of their service pursuant to the terms of its equity compensation plans or agreements) or declared or paid any dividends or distributions, other than payments under the CVRs, (ii) sold any material assets, individually or in the aggregate, outside of the ordinary course of business, (iii) made any material change or material amendment to, or waiver of any material right, or termination of, any Material Contract, (iv) entered into any material transaction or made any material capital expenditures, individually or in the aggregate, outside of their respective assetsthe ordinary course of business or (v) experienced any loss of services of any executive officer (as defined in Rule 405 under the Securities Act), includingother than as disclosed in the SEC Reports prior to the date hereof. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law, without limitation, write-downs of inventory or write-offs of accounts receivable.nor does

Absence of Certain Changes. Except as set forth Since September 30, 2006 (the “Parent Balance Sheet Date”), Parent has conducted its business in the Disclosure Letterordinary course consistent with past practice and there has not occurred: (i) any change, since December 31event or condition (whether or not covered by insurance) that has resulted in, 1996or is reasonably likely to result in, or to the Company and best of Parent’s knowledge any event beyond Parent’s control that is reasonably likely to result in, a Material Adverse Effect to Parent; (ii) any acquisition, sale or transfer of any material asset of Parent or any of its Significant Subsidiaries have conducted their business only subsidiaries other than in the ordinary course of such business and consistent with past practices, and there has not been practice; (iiii) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Parent or any revaluation by Parent of any of its or any of its Subsidiariessubsidiaries’ assets; (iiiv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Parent, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries Parent of any outstanding of its shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiariesstock; (iiiv) any material change in accounting principles, practices or methods; (iv) any entry contract entered into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company Parent or any of its Subsidiaries tosubsidiaries, their respective directors, officers or employees, except increases other than in the ordinary course of business in accordance with the past practice and as provided to Company, or any amendment or termination of, or default under, any material contract to which Parent or any of the Companyits subsidiaries is a party or by which it is bound; (vvi) any amendment or change to Parent’s Certificate of Incorporation or Bylaws; or (vii) any increase in the rate or terms (including, without limitation, any acceleration modification of the right compensation or benefits payable, or to receive payment) become payable, by Parent to any of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers its directors or employees, except increases other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business and consistent with Parent’s past practices. Parent has not agreed since September 30, 2006 to do any of the things described in accordance the preceding clauses (i) through (vii) and is not currently involved in any negotiations to take any of the actions described in the preceding clauses (i) through (vii) (other than negotiations with the past practice of Company and its representatives regarding the Company; or (vi) any material revaluation transactions contemplated by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethis Agreement).

Absence of Certain Changes. Except as set forth Since September 30, 2006 (the “Company Balance Sheet Date”), Company has conducted its business in the Disclosure Letterordinary course consistent with past practice and there has not occurred: (i) any change, since December 31event or condition (whether or not covered by insurance) that has resulted in, 1996or is reasonably likely to result in, or to the best of Company’s knowledge any event beyond Company’s control that is reasonably likely to result in, a Material Adverse Effect to Company; (ii) any acquisition, sale or transfer of any material asset of Company and or any of its Significant Subsidiaries have conducted their business only subsidiaries other than in the ordinary course of such business and consistent with past practices, and there has not been practice; (iiii) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by Company of any of its or any of its Subsidiariessubsidiaries’ assets; (iiiv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Company, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries of any outstanding of its shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiariesstock; (iiiv) any material change in accounting principles, practices or methods; (iv) any entry contract entered into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries tosubsidiaries, their respective directors, officers or employees, except increases other than in the ordinary course of business in accordance with the past practice and as provided to Parent, or any amendment or termination of, or default under, any material contract to which Company or any of the Companyits subsidiaries is a party or by which it is bound; (vvi) any amendment or change to the Certificate of Incorporation or Bylaws; or (vii) any increase in the rate or terms (including, without limitation, any acceleration modification of the right compensation or benefits payable, or to receive payment) become payable, by Company to any of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers its directors or employees, except increases other than pursuant to scheduled annual performance reviews, provided that any resulting modifications are in the ordinary course of business in accordance and consistent with the Company’s past practice practices. Company has not agreed since September 30, 2006 to take any of the Company; or actions described in the preceding clauses (vii) through (vii) and is not currently involved in any material revaluation by the Company or negotiations to do any of the things described in the preceding clauses (i) through (vii) (other than negotiations with Parent and its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablerepresentatives regarding the transactions contemplated by this Agreement).

Absence of Certain Changes. Except as set forth in to the Disclosure Letterextent arising out of or relating to the Transactions, since December 31, 19962016, (a) the Company and its Significant Subsidiaries have conducted their business only of the SALIC Group has been operated in all material respects in the ordinary course Ordinary Course of such business consistent with past practicesBusiness, and (b) there has not been (i) occurred any event or events that, individually or in the aggregate, have had, or would reasonably be expected to have, a SALIC Material Adverse Effect suffered by Effect, (c) other than as set forth in Section 3.8(c) of the Company or any of its Subsidiaries; (ii) SALIC Disclosure Schedule, there has not occurred any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect to any of SALIC’s outstanding capital stock or the outstanding capital stock of the SALIC Group Companies other than regular quarterly cash dividends at dividend payments and (d) there has not occurred any change in accounting methods, principles or practices by any SALIC Group Company materially affecting its assets or liabilities, except insofar as may have been required by Applicable Law or required or permitted by a rate not change in excess applicable GAAP or SAP. Except with regard to Material Contracts (which are addressed in Section 3.16) and Reinsurance Contracts and Reserve Financing Contracts (which are addressed in Section 3.21), other than as set forth in Section 3.8(e) of $.46 per share the SALIC Disclosure Schedule, since December 31, 2016 to the date hereof, no SALIC Group Company has taken any action or omitted to take any action, which action or omission, if occurring after the date hereof without the consent of Common StockPurchaser, had Section 5.2 been in effect from December 31, 2016 to the date hereof, would constitute (x) a breach of clause (i) through (iv), (vii), (viii), (ix), (x), (xi), (xiii), (xv), (xvi), (xviii), (xix), (xx) or other distribution (xxi) (or clause (xxii) with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive paymentforegoing clauses) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the CompanySection 5.2; or (viy) a breach in any material revaluation by the Company respect of clause (v), (xii), (xiv), or any (xvii) (or clause (xxii) thereof with respect to such other clauses) of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableSection 5.2.

Absence of Certain Changes. Except as set forth in the Disclosure LetterSchedule 6.6 attached hereto, since December 31January 1, 19961995, the Company and its Significant Subsidiaries have has conducted their business only the Business in the ordinary course of such business consistent with past practicescourse, and there has not been or occurred with respect to the Company: (i) any change in or amendment to its Articles of Incorporation or Bylaws or any recapitalization or reclassification of its authorized or outstanding capital stock; (ii) any damage, destruction or loss, whether or not covered by insurance, which has had or may have a Material Adverse Effect suffered by on the Company or its ability to operate the Business in the ordinary course and consistent with past practices; (iii) any amendment, modification or termination of any Material Contract or the termination, cessation or loss of or any material change in the pricing or other material terms of any product supply or other business arrangement or relationship which would or could reasonably be expected to have a Material Adverse Effect; (iv) other than immaterial increases in regular salaries or wages made in the ordinary course of business and consistent with past practices, any increase in, or commitment to increase, the direct or indirect compensation or benefits payable or to become payable to any of its Subsidiariesthe Company's officers, directors, employees, agents, or independent contractors, or the payment or awarding, or the making of any commitment to pay, any severance, bonus, incentive or special or deferred compensation to or similar arrangements with any of such officers, directors, employees, agents or independent contractors or the adoption of any new, or any material amendment or modification of any existing, Employee Plan (as hereinafter defined); (iiv) any sale or issuance of, or grant of options, warrants or other rights to acquire, any shares of capital stock or other securities (whether currently outstanding or authorized or available for issuance); (vi) any declaration, setting aside or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with in respect to the of its capital stock, or any direct or indirect redemption, repurchase or other acquisition of any shares of its capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) securities, or any repurchase, redemption issuance or any other acquisition by the Company or its Subsidiaries creation of any outstanding commitment or obligation to issue any shares of capital stock or other any rights or securities ofconvertible, exchangeable or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry exercisable into or amendment shares of any employment agreement withcapital stock, or any increase in the rate transfer, sale, pledge, assignment or terms (including, without limitationother disposition of, any acceleration of the Shares, or any interest in or right to receive payment) of compensation payable or to become payable by the Company or acquire any of its Subsidiaries tothe Shares; (vii) any waiver or release of any material right or claim of the Company; (viii) except for sales of inventory made, their respective directors, officers or employees, except increases and Permitted Liens (as defined in Subsection 6.7(d) below) incurred in the ordinary course of business and consistent with past practices, any sale, transfer, mortgage, pledge or subjection to Lien of or affecting any of its properties or assets other than sales of assets that are not material to and are no longer needed in accordance with the past practice Business; (ix) the incurrence of any indebtedness for borrowed money or capitalized lease obligations or any guaranty of indebtedness of any other person or entity; (x) any capital expenditures or any commitment involving more than [$25,000] individually or [$50,000] in the aggregate; (xi) any material alteration in the manner of keeping the books, accounts or records of the Company or in the manner of preparing financial statements, or any change in the accounting principles, practices, policies or procedures of the Company (except as may have been required by any modification or change in GAAP); (xii) any material alteration in the operating or employment policies and procedures of the Company; (vxiii) any increase in the rate other event or terms (including, without limitation, any acceleration of the right to receive payment) condition of any bonus, insurance, pension character that has had or other employee benefit plan could reasonably be expected to result in a Material Adverse Effect on the Company or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the CompanyBusiness; or (vixiv) any material revaluation agreement or commitment by the Company or any of its Subsidiaries of Shareholder to do any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablethe things described in the preceding clauses (i) through (xiii).

Absence of Certain Changes. Except as set forth on -------------------------- Schedule 4.11 or disclosed in any SEC Filings or the Disclosure LetterJune 10-Q, since December ------------- 31, 1996: (i) there has not been any event or occurrences, or series of events or occurrences, which have had, or may have, a Material Adverse Effect on the Company, (ii) neither the Company nor any of its Subsidiaries has incurred any liability or engaged in any transaction that is material to the Company and its Significant Subsidiaries have conducted their business only taken as a whole, or entered into any Material Agreement, except in the ordinary course of such business consistent with past practicespractice, or as contemplated by this Agreement, (iii) neither the Company nor any of its Subsidiaries is in default under (and no event has occurred which with the lapse of time or action by a third party could result in a default under) any Material Agreement, (iv) there has not been (i) any Material Adverse Effect suffered by the Company or any of its Subsidiaries; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the Preferred Stock or the Existing Preferred Stock, (v) there has not been any commitment, contractual obligation, borrowing, capital stock of the Company expenditure or its Subsidiaries transaction (other than wholly-owned Subsidiarieseach, a "Commitment") or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry ---------- entered into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries toSubsidiaries, their respective directorsother than Commitments which would not, officers individually or employees, except increases in the ordinary course of business aggregate, reasonably be expected to result in accordance with the past practice of a Material Adverse Effect on the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) there has not been any material revaluation by change in the Company Company's accounting principles, practices or any of its Subsidiaries of any of their respective assetsmethods which would, includingindividually or in the aggregate, without limitation, write-downs of inventory or write-offs of accounts receivablereasonably be expected to result in a Material Adverse Effect on the Company.

Absence of Certain Changes. Except as set forth in the Disclosure Letter, since Since December 31, 19961998 (the "Omega Balance Sheet Date"), Omega has conducted its business in the Company ordinary course consistent with past practice and there has not occurred except as otherwise disclosed in the Omega SEC Documents: (i) any change, event or condition (whether or not covered by insurance) that has resulted in, or would reasonably be expected to result in, a Material Adverse Effect on Omega; (ii) any acquisition, sale or transfer of any material asset of Omega or any of its Significant Subsidiaries have conducted their business only subsidiaries other than in the ordinary course of such business and consistent with past practices, and there has not been practice; (iiii) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Omega or any revaluation by Omega of any of its or any of its Subsidiariessubsidiaries' assets; (iiiv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Omega, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries Omega of any outstanding of its shares of capital stock stock; (v) any material contract entered into by Omega or any of its subsidiaries, other securities than in the ordinary course of business and as provided to Online, or any material amendment or termination of, or other ownership interests inmaterial default under, the Company any material contract to which Omega or any of its Subsidiariessubsidiaries is a party or by which it is bound; (iiivi) any amendment or change to the Articles of Incorporation or Bylaws of Omega; (vii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration material modification of the right to receive payment) of compensation or benefits payable or to become payable by the Company or Omega to any of its Subsidiaries to, their respective directors, officers or employees, employees (except in the case of employees (other than officers) increases in the ordinary course of business in accordance consistent with the past practice of the Companypractices; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (viviii) any material revaluation by change in the Company interest rate risk management and hedging policies, procedures or practices of Omega or any of its Subsidiaries of subsidiaries, or any failure to comply with such policies, procedures and practices; or (ix) any negotiation or agreement by Omega or any of their respective assets, including, without limitation, write-downs its subsidiaries to do any of inventory or write-offs of accounts receivablethe things described in the preceding clauses (i) through (viii) (other than negotiations with Online and its representatives regarding the transactions contemplated by this Agreement).

Absence of Certain Changes. Except as set forth on Schedule 2.6 of the Disclosure Schedule, since the Target Balance Sheet Date, Target and Predecessor have each conducted its business in the Disclosure Letterordinary course and there has not occurred: (i) any change, since December 31event or condition (whether or not covered by insurance) that has resulted in, 1996or might reasonably be expected to result in, the Company and its Significant Subsidiaries have conducted their business only a Material Adverse Effect to Target or Predecessor; (ii) any acquisition, sale or transfer of any asset of Target or Predecessor other than in the ordinary course of such business and consistent with past practices, and there has not been practice or that would have a Material Adverse Effect; (iiii) any Material Adverse Effect suffered change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company Target or Predecessor or any revaluation by Target or Predecessor of its Subsidiariesany of Target’s or Predecessor’s assets; (iiiv) any declaration, setting aside aside, or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock shares of the Company Target or its Subsidiaries (other than wholly-owned Subsidiaries) membership interests of Predecessor or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries Target of any outstanding shares of capital stock its Target Shares or by Predecessor of its membership interests; (v) any Material Contract entered into by Target or Predecessor, other securities than in the ordinary course of business and as provided to Acquiror, or any amendment or termination of, or other ownership interests indefault under, the Company any Material Contract to which Target or its SubsidiariesPredecessor is a party or by which either of them is bound; (iiivi) any material amendment or change in accounting principles, practices to the charter documents of Target or methodsthe charter documents of Predecessor; (ivvii) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration modification of the right to receive payment) of compensation or benefits paid, payable or to become payable by the Company Target or Predecessor to any of its Subsidiaries to, their respective directorsmanagers, officers or employees, except increases ; (viii) any reduction in the ordinary course sales of business Target or Predecessor to, or significant detrimental change in accordance with terms with, any customer for the past practice twelve month period beginning on the Closing and ending on the one-year anniversary of the Company; Closing as compared to the same time period during the previous year or (vix) any increase negotiation or agreement by Target or Predecessor to do any of the things described in the rate or terms preceding clauses (includingi) through (viii) (other than in connection with (A) the Reorganization, without limitationand (B) negotiations with Merger Sub, any acceleration Acquiror and their representatives regarding the transactions contemplated by this Agreement). As of Closing, there will be no accrued but unpaid dividends on the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableTarget Shares.

Absence of Certain Changes. (a) Except as set forth in the Disclosure LetterCompany SEC Documents, or as otherwise required by this Agreement, since December March 31, 19962008 (the “Company Balance Sheet Date”), through the date of this Agreement, (i) the Company and each of its Significant Subsidiaries have conducted their business only respective businesses in the ordinary course of such business consistent with past practice and (ii) there has not occurred: (A) any acquisition, sale, or transfer of any material asset of the Company or its Subsidiaries, except for sales of assets and licenses of Company Intellectual Property in the ordinary course of business consistent with past practices, and there has not been (iB) except as required by applicable Laws or GAAP, any Material Adverse Effect suffered material change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or any revaluation by the Company of any of its Subsidiaries; material assets, (iiC) any declaration, setting aside or payment of any a dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) Shares, or any repurchasedirect or indirect redemption, redemption purchase or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change in accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of its shares of capital stock, respectively (except for any Shares withheld in connection with the vesting of any Restricted Shares), (D) any amendment or change to the Company Certificate or the respective organizational documents of any of its Subsidiaries, (E) any Material Contract entered into by the Company or any of its Subsidiaries, other than as provided to Parent, or any material amendment or termination of, or default under, any Material Contract (or contract that, but for such termination, would be a Material Contract), (F) any increase in or modification of the compensation or benefits payable or to become payable by Company or any of its Subsidiaries to any of their respective assetsdirectors, includingemployees or consultants other than any increase or modification in the ordinary course of business consistent with past practice, without limitation, write-downs or (G) any agreement by the Company or any of inventory or write-offs its Subsidiaries to do any of accounts receivablethe things described in the preceding clauses (A) through (F).

Absence of Certain Changes. Except as set forth in the Disclosure Letter, since December 31, 1996, the Company and its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been (i) any events or states of fact which individually or in the aggregate would have a Material Adverse Effect suffered by the Company or any of its SubsidiariesEffect; (ii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the its capital stock of the Company or its Subsidiaries stock; (other than wholly-owned Subsidiariesiii) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iiiiv) any material change in accounting principles, practices or methods; (ivv) any entry into or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except for increases occurring in the ordinary course of business in accordance with their customary practices which do not exceed $500,000, in the past practice aggregate, annually and employment agreements entered into in the ordinary course of business which do not provide for annual compensation which exceeds $100,000, in the Companyaggregate; (vvi) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases occurring in the ordinary course of business in accordance with its customary practices which do not exceed $1,000,000 in the past practice of the Companyaggregate; or (vivii) any entry into any Contract or transaction by the Company or any Subsidiary or modification of any existing Contract which is material to the Company and its Subsidiaries taken as a whole whether or not in the ordinary course of business; (viii) any revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivable.receivable other than in the ordinary course of business consistent with past practices; or (ix) any action by the

Absence of Certain Changes. Except as set forth (a) disclosed on the Reference Balance Sheet; (b) disclosed in Section 4.16 of the Disclosure LetterSchedule; or (c) expressly contemplated by this Agreement, since December 31the date of the Reference Balance Sheet, 1996, neither the Company and its Significant Companies nor their Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been have: (i) suffered any change constituting a Seller Material Adverse Effect suffered by the Company or any of its SubsidiariesEffect; (ii) any declarationsplit, setting aside combined or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the reclassified their capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiariesstock; (iii) any material change in materially changed their accounting principles, practices or methods, except as required by GAAP or applicable Law; (iv) declared or paid any entry into dividend or amendment other distribution of cash or other assets or made any payments to Seller or its affiliates (in each case, on a net basis), or released any claims against Seller or its affiliates, except for (A) participation in Seller's cash management program pursuant to which cash collected by the Companies and their Subsidiaries is swept by Seller to reduce amounts outstanding under the Intercompany Notes and expenditures made by the Companies and the Subsidiaries are paid with funds provided by Seller increasing the balances of the Intercompany Notes, consistent with past practice, and (B) the payment of any employment agreement with, accounts payable to Seller or any increase in its affiliates arising from the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases sale in the ordinary course of business in accordance of food or other products or services to the Companies and the Subsidiaries by Seller or such affiliates consistent with the past practice of the Companypractice; (v) materially increased any increase in the rate compensation or terms expanded any perquisites of employees; (including, without limitation, vi) paid any acceleration of the right to receive payment) of liabilities or collected any bonus, insurance, pension or receivables other employee benefit plan or arrangement covering any such directors, officers or employees, except increases than in the ordinary course of business in accordance based on the normal terms thereof and consistent with the past practice practice; (vii) sold or otherwise transferred any material asset of the CompanyCompanies or the Subsidiaries; or (viviii) any material revaluation by otherwise operated the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivablebusiness other than in the ordinary course consistent with past practices.

Absence of Certain Changes. Except as set forth in Section 3.4 of the Company Disclosure LetterSchedule, since December 31, 19962002, the Company and its Significant Subsidiaries subsidiaries have conducted their business only in the ordinary course of such business consistent with past practicescourse, and during such period there has not been any event, change, effect or development that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company, and the Company and its subsidiaries are not aware of any event, change, effect or development which may reasonably be expected to occur or exist that, individually or in the aggregate, would have a Material Adverse Effect on the Company. Except as specifically disclosed in the Company’s filings and reports (including proxy statements) under the Exchange Act filed since December 31, 2002 and publicly available prior to the date of this Agreement (the “Filed Company SEC Documents”) or as set forth in Section 3.4 of the Company Disclosure Schedule, since December 31, 2002 there has not been (i) any Material Adverse Effect suffered by the Company or any of its Subsidiaries; (iia) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with in respect to of the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, of the Company or its SubsidiariesCompany; (iii) any material change in accounting principles, practices or methods; (ivb) any entry into any agreement, commitment or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable transaction by the Company or any of its Subsidiaries to, their respective directors, officers or employeessubsidiaries which is material to the Company and its subsidiaries taken as a whole, except increases agreements, commitments or transactions in the ordinary course of business business, consistent with prior practice; (c) any split, combination or reclassification of the Company’s capital stock or of any other equity interests in accordance with the past practice Company, or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or of any other equity interests in the Company; (vd)(i) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation granting by the Company or any of its Subsidiaries subsidiaries to any officer, director or key employee of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of their respective business consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents, (ii) any granting by the Company or any of its subsidiaries to any such officer, director or key employee of any increase in severance or termination pay, except as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the Filed Company SEC Documents or (iii) any entry by the Company or any of its subsidiaries into any employment, severance or termination agreement with any such officer, director or key employee; (e) any damage, destruction or loss, whether or not covered by insurance, that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect on the Company; (f) any change in accounting methods, principles or practices by the Company or any subsidiary materially affecting the consolidated assets, includingliabilities, without limitationresults of operations or business of the Company or its subsidiaries, write-downs except insofar as may have been required by a change in generally accepted accounting principles; or (g) any making or revocation of inventory any material Tax election (except in a manner consistent with past practice), any change of a method of accounting for Tax purposes, or write-offs any settlement or compromise of accounts receivableany material Tax liability with any Governmental Entity or any agreement to an extension of a statute of limitations.

Absence of Certain Changes. Except as disclosed in the SEC Documents (as --- -------------------------- defined in Section 2.6 below) or as contemplated by this Agreement or as set forth in the Disclosure LetterSchedule 2.5, since December March 31, 19961998, the Company no event has occurred, and its Significant Subsidiaries have conducted their business only no ------------ circumstances exist, that could reasonably be expected to result in a Material Adverse Effect. Except as disclosed in the ordinary course of such business consistent with past practicesCompany's filings and reports under the Exchange Act or as set forth in Schedule 2.5, and since March 31, 1998, there ------------ has not been (i) any Material Adverse Effect suffered by the Company or any of its Subsidiaries; (iia) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with in respect to of the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchase, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock Common Stock or other equity securities of, or other ownership interests in, of the Company or its SubsidiariesCompany; (iii) any material change in accounting principles, practices or methods; (ivb) any entry into any agreement, commitment or amendment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable transaction by the Company or any of its Subsidiaries to, their respective directors, officers or employeessubsidiaries which is material to the Company and its subsidiaries taken as a whole, except increases agreements, commitments or transactions in the ordinary course of business in accordance business, consistent with the past practice prior practice; (c) any split, combination or reclassification of the Company's capital stock or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock; (vd)(i) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation granting by the Company or any of its Subsidiaries subsidiaries to any officer or key employee of the Company or any of its subsidiaries of any increase in compensation, except in the ordinary course of their respective business consistent with prior practice or as was required under employment agreements in effect as of the date of the most recent audited financial statements included in the SEC Documents, (ii) any granting by the Company or any of its subsidiaries to any such officer or key employee of any increase in severance or termination pay, except as was required under employment, severance or termination agreements in effect as of the date of the most recent audited financial statements included in the SEC Documents, or (iii) any entry by the Company or any of its subsidiaries into any employment, severance or termination agreement with any such officer or key employee; (e) any damage, destruction or loss, whether or not covered by insurance, that could reasonably be expected to have a Material Adverse Effect; or (f) any change in accounting methods, principles or practices by the Company materially affecting its assets, includingliabilities or business, without limitation, write-downs of inventory or write-offs of accounts receivableexcept insofar as may have been required by a change in generally accepted accounting principles.

Absence of Certain Changes. Except as set forth in Since the Disclosure Letterdate of the Unaudited Interim Balance Sheet, since December 31, 1996, the Company and its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been (i) any Material Adverse Effect suffered by no material adverse change to, and no material adverse development in, the Company assets, liabilities, business, properties, operations, condition (financial or any otherwise), results of its Subsidiaries; (ii) any declaration, setting aside operations or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock prospects of the Company or its Subsidiaries Subsidiaries, (other than wholly-owned Subsidiariesii) or any repurchaseno Material Adverse Effect, redemption or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) no satisfaction or discharge of any material change in accounting principleslien, practices claim or methods; (iv) any entry into encumbrance or amendment payment of any employment agreement with, or any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable obligation by the Company or any of its Subsidiaries to, their respective directors, officers or employeesCompany, except increases in the ordinary course of business in accordance with the past practice of the Company; and (viv) any increase in the rate or terms (includingno waiver, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases not in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation business, by the Company or any Subsidiary of a material right or of a material debt owed to it. Since the date of the Unaudited Interim Balance Sheet, neither the Company nor any of its Subsidiaries has (i) purchased any of its outstanding Common Stock (other than from its employees or other service providers in connection with the termination of their service pursuant to the terms of its equity compensation plans or agreements) or declared or paid any dividends or distributions, other than the CVRs, (ii) sold any material assets, individually or in the aggregate, outside of the ordinary course of business, (iii) made any material change or material amendment to, or waiver of any material right, or termination of, any material Contract, (iv) had material transaction entered into or material capital expenditures, individually or in the aggregate, outside of their respective assetsthe ordinary course of business or (v) experienced any loss of services of any executive officer (as defined in Rule 405 under the Securities Act), includingother than as disclosed in the SEC Reports prior to the date hereof. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any bankruptcy law, without limitationnor does the Company have any knowledge or reason to believe that its creditors (if any) intend to initiate involuntary bankruptcy proceedings or any actual knowledge of any fact that would reasonably lead any such creditor to do so. The Company and its Subsidiaries, write-downs individually and on a consolidated basis, are not as of inventory the date hereof, and after giving effect to the transactions contemplated hereby to occur at the Closing, will not be Insolvent (as defined below). For purposes of this Section 3.1(k), “Insolvent” means, with respect to any Person, (i) the present fair saleable value of such Person’s assets is less than the amount required to pay such Person’s total indebtedness, (ii) such Person is unable to pay its debts and liabilities, subordinated, contingent or write-offs of accounts receivableotherwise, as such debts and liabilities become absolute and matured, (iii) such Person intends to incur or believes that it will incur debts that would be beyond its ability to pay as such debts mature or (iv) such Person has unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes. Except as set forth disclosed in the Disclosure LetterCompany Reports filed prior to the date hereof, since December 31, 1996from the Audit Date through the date hereof, the Company and its Significant Subsidiaries subsidiaries and joint ventures have conducted their business respective businesses only in, and have not engaged in any material transaction other than according to, the ordinary and usual course of such business consistent with past practices, businesses and there has not been (i) any change in the condition (financial or otherwise), properties, business, operations or results of operations of the Company and its subsidiaries, taken as a whole, or any development or combination of developments of which the Company has knowledge that, individually or in the aggregate, has had or would have a Company Material Adverse Effect suffered Effect; (ii) any material damage, destruction or other casualty loss with respect to any material asset or property owned, leased or otherwise used by the Company or any of its Subsidiariessubsidiaries, whether or not covered by insurance; (iiiii) any declaration, setting aside or payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) dividend, or other distribution with in cash, stock or property in respect to of the capital stock of the Company Company, except for dividends or other distributions on its Subsidiaries capital stock publicly announced prior to the date hereof and except as expressly permitted hereby; (other than wholly-owned Subsidiariesiv) any split in the Company's capital stock, combination, subdivision or reclassification of any repurchase, redemption of the Company's capital stock or issuance or authorization of any issuance of any other acquisition securities in respect of, in lieu of or in substitution for shares of its capital stock, except as expressly contemplated hereby; or (v) any change by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, the Company or its Subsidiaries; (iii) any material change subsidiaries in accounting principles, practices or methods; (iv) any entry into . Since the Audit Date, except as provided for herein or amendment of any employment agreement withas disclosed in the Company Reports filed prior to the date hereof, or there has not been any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of compensation payable or to become payable by the Company or any of its Subsidiaries to, their respective directors, subsidiaries to officers or employees, key employees or any amendment of any of the Compensation and Benefit Plans (as defined in Section 5.1(h)(i)) except for increases or amendments in the ordinary course of business in accordance with the past practice of the Company; (v) any increase in the rate or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableand usual course.

Absence of Certain Changes. Except as set forth in specifically contemplated by this Agreement or the Disclosure LetterSEC Documents, since December 31, 19962008, the Company and its Significant Subsidiaries have conducted their business only in the ordinary course of such business consistent with past practices, and there has not been with respect to the Company (i) to the Company’s knowledge, any event, occurrence, fact, condition, change, development or effect (“Event”) that would reasonably be expected to have a Material Adverse Effect suffered by the Company or any of its SubsidiariesEffect; (ii) any declaration, payment or setting aside or for payment of any dividend (other than regular quarterly cash dividends at a rate not in excess of $.46 per share of Common Stock) or other distribution with respect to the capital stock of the Company or its Subsidiaries (other than wholly-owned Subsidiaries) or any repurchaseredemption, redemption purchase or any other acquisition by the Company or its Subsidiaries of any outstanding shares of capital stock or other securities of, or other ownership interests in, of the Company or its SubsidiariesCompany; (iii) any return of any capital or other distribution of assets to stockholders of the Company; (iv) any acquisition (by merger, consolidation, acquisition of stock or assets or otherwise) of any person or business; (v) incurrence of any indebtedness for money borrowed or incurred any other liabilities individually in excess of $25,000 or in excess of $100,000 in the aggregate (other than indebtedness or liabilities incurred in the ordinary course of business, consistent with past practices and reasonable business operations of the Company (the “Ordinary Course of Business”)); (vi) any loans or advances to any person, other than ordinary advances for travel and other expenses in the Ordinary Course of Business; (vii) sale, exchange or other disposition of any material assets or rights other than the sale of inventory in the Ordinary Course of Business; (viii) any transactions, other than in the Ordinary Course of Business, with any of its officers, directors, principal shareholders or employees or any person affiliated with any of such persons; (ix) any other action or agreement or undertaking by the Company that, if taken or done on or after the date hereof would reasonably be expected to have a Material Adverse Effect; or (x) any material change in its accounting principles, practices or methods; (iv) any entry into or amendment of any employment agreement with. Without limiting the foregoing, or any increase in since the rate or terms (including, without limitation, any acceleration date of the right to receive payment) of compensation payable or to become payable by Balance Sheet, there has been no Material Adverse Effect affecting the Company or any of its Subsidiaries to, their respective directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice Company’s financial condition as of the Company; (v) any increase date of this Agreement or results of operations through the date of this Agreement, which would be reflected in the rate its audited financial statements to be prepared for and through September 30, 2009 or terms (including, without limitation, any acceleration of the right to receive payment) of any bonus, insurance, pension or other employee benefit plan or arrangement covering any such directors, officers or employees, except increases in the ordinary course of business in accordance with the past practice of the Company; or (vi) any material revaluation by the Company or any of its Subsidiaries of any of their respective assets, including, without limitation, write-downs of inventory or write-offs of accounts receivableas a subsequent event.