Common use of Absence of Certain Developments Clause in Contracts

Absence of Certain Developments. Except as disclosed on Schedule 3.11 or in the Company Financial Statements or as otherwise contemplated by this Agreement, since the date of the Company Latest Balance Sheet, the Company has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on the Company, (ii) any event that could reasonably be expected to prevent or materially delay the performance of the Company’s obligations pursuant to this Agreement, (iii) any material change by the Company in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common stock of the Company or any redemption, purchase or other acquisition of any of the Company’s securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (a) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan of the Company, (vi) other than issuances of Options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options), any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (vii) any amendment to the certificate of incorporation or bylaws of the Company, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by the Company, (x) purchase, sale, assignment or transfer of any material assets by the Company, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of the Company, except for liens for Taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving Company, or (z) cancellation, compromise, release or waiver by the Company of any rights of material value or any material debts or claims, (ix) any incurrence by the Company of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company, (xi) entry into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xii) any termination, material modification or cancellation of any agreement, contract, lease or license to which the Company is a party or by which it is bound, (xiii) entry by the Company into any loan in excess of $10,000 with any officers or directors of the Company, (xiv) any charitable or other capital contribution by the Company or pledge therefore, (xv) entry by the Company into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvi) any negotiation or agreement by the Company to do any of the things described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except as disclosed on Schedule 3.11 or in the Company FGH Financial Statements or as otherwise contemplated by this Agreement, since the date of the Company FGH Latest Balance Sheet, the Company FGH has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on FGH or the Surviving Company, (ii) any event that could reasonably be expected to prevent or materially delay the performance of the CompanyFGH’s obligations pursuant to this Agreement, (iii) any material change by the Company FGH in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common capital stock of the Company FGH or any redemption, purchase or other acquisition of any of the CompanyFGH’s securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (a) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock optionoption (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of FGH, or any other increase in the Companycompensation payable or to become payable to any employees, officers, consultants or directors of FGH, (vi) other than issuances of Options options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options)duly adopted option plans, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the CompanyFGH, (vii) any amendment to the certificate Certificate of incorporation Formation or bylaws Bylaws of the CompanyFGH, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by the CompanyFGH, (x) purchase, sale, assignment or transfer of any material assets by the CompanyFGH, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of the CompanyFGH, except for liens for Taxes taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company FGH or the Surviving Company, or (z) cancellation, compromise, release or waiver by the Company FGH of any rights of material value or any material debts or claims, (ix) any incurrence by the Company FGH of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the CompanyFGH, (xi) entry into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xii) any acceleration, termination, material modification or cancellation of any agreement, contract, lease or license to which the Company FGH is a party or by which it is bound, (xiii) entry by the Company FGH into any loan in excess of $10,000 or other transaction with any officers officers, directors or directors employees of the CompanyFGH, (xiv) any charitable or other capital contribution by the Company FGH or pledge therefore, (xv) entry by the Company FGH into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvi) any negotiation or agreement by the Company FGH to do any of the things described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except as disclosed on Schedule 3.11 or in the Company Financial Statements or as otherwise contemplated by this AgreementSince June 30, since 2011 through the date hereof, (i) none of the Company Latest Balance SheetEntities or, to the Company extent related to the SMS Business and solely with respect to clause (B), SunGard Data or any of its Subsidiaries (A) has conducted its business only incurred any Indebtedness, (B) (1) has granted, or is committed to grant, salary or wage increases or any increase in or addition to any other compensation or benefits to SMS Employees (except in the ordinary course consistent with past practice case of employees that are not officers, increases in salary, wages or incentive compensation in the Ordinary Course of Business), (2) has made any loan or advance of money or other property to any of the SMS Employees (other than routine advances to employees for business expenses in the Ordinary Course of Business in an amount not exceeding $25,000 at any time to any individual employee), or (3) has granted or promised to grant any equity or equity-based awards to any SMS Employees except in the Ordinary Course of Business, (C) has changed its methods of keeping of its books of account or accounting practices, except as required by GAAP, (D) except in the Ordinary Course of Business, has materially changed or modified its existing credit, collection and there payment policies, procedures and practices (including any material acceleration in the collection of receivables or material delay in the payment of payables) or (E) has not occurred agreed or been entered intocommitted to do any of the foregoing, as the case may be: (i) any event having a Material Adverse Effect on the Company, and (ii) any event that could reasonably be expected to prevent or materially delay the performance of extent related to the Company’s obligations pursuant to this AgreementSMS Business, (iii) any material change by the Company in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common stock none of the Company Entities or SunGard Data or any redemption, purchase of its other Subsidiaries has waived or other acquisition of released any of the Company’s securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (a) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan of the Company, (vi) other than issuances of Options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options), any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement its rights with respect thereto by the Companyto its business, assets (vii) any amendment to the certificate of incorporation or bylaws of the Company, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by the Company, (x) purchase, sale, assignment or transfer of any material assets by the Company, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible intangible) or Permits or permitted any of the Companysuch rights to lapse, except for liens for Taxes not yet due and where such other lienswaiver, encumbrances release or charges which do notpermission, individually or in the aggregate, have not had and would not reasonably be expected to have a Business Material Adverse Effect on the Company or the Surviving Company, or (z) cancellation, compromise, release or waiver by the Company of any rights of material value or any material debts or claims, (ix) any incurrence by the Company of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company, (xi) entry into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xii) any termination, material modification or cancellation of any agreement, contract, lease or license to which the Company is a party or by which it is bound, (xiii) entry by the Company into any loan in excess of $10,000 with any officers or directors of the Company, (xiv) any charitable or other capital contribution by the Company or pledge therefore, (xv) entry by the Company into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvi) any negotiation or agreement by the Company to do any of the things described in the preceding clauses (i) through (xv)Effect.

Absence of Certain Developments. Except as set forth in Schedule 2.16 or as disclosed on Schedule 3.11 or in the Company Financial Statements or as otherwise contemplated by this Agreement, since the date of the Company Latest Balance SheetJune 30, 2005, the Company has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (ia) any event having a Material Adverse Effect on the Company or likely to have a Material Adverse Effect on the Surviving Company, (iib) any event that could would reasonably be expected to prevent or materially delay the performance of the Company’s 's obligations pursuant to this Agreement, (iiic) any material change by the Company in its accounting methods, principles or practices, (ivd) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common capital stock of the Company or any redemption, purchase or other acquisition of any of the Company’s 's securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (ae) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock optionoption (including without limitation the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of the Company, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of the Company, (vif) other than issuances of Options options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options)duly adopted option plans, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (viig) any amendment to the Company's certificate of incorporation or bylaws of the Companybylaws, (viiih) other than in the ordinary course of business consistent with past practice, any (wi) capital expenditures by the Company, (xii) purchase, sale, assignment or transfer of any material assets by the Company, (yiii) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible intangible, of the Company, except for liens for Taxes taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving Company, or (ziv) cancellation, compromise, release or waiver by the Company of any rights of material value or any material debts or claims, (ixi) any incurrence by the Company of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (xj) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company, (xik) entry into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xiil) any acceleration, termination, material modification or cancellation of any agreement, contract, lease or license to which the Company is a party or by which it is bound, (xiiim) entry by the Company into any loan in excess of $10,000 or other transaction with any officers officers, directors or directors employees of the Company, (xivn) any charitable or other capital contribution by the Company or pledge therefore, (xvo) entry by the Company into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvip) any negotiation or agreement by the Company to do any of the things described in the preceding clauses (ia) through (xvp).

Absence of Certain Developments. Except as disclosed on Schedule 3.11 or in Since December 31, 2013, (a) the Company Financial Statements or as otherwise contemplated by this Agreementand the Medical JV have conducted, since the date of the Company Latest Balance Sheetin all material respects, the Company has conducted its business only their businesses in the ordinary course course, consistent with past practice and practice, (b) there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on the CompanyEffect, and (iic) any event that could reasonably be expected to prevent or materially delay the performance of the Company’s obligations pursuant to this Agreement, there has not been (iii) any material change by the Company in its accounting methods, principles or practices, (ivi) any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property) with respect of the shares of common stock of the Company or any redemption, purchase or other acquisition of to any of the Company’s outstanding securities or any repurchase or redemption by the Company or the Medical JV of any such securities, (ii) any change in accounting methods, principles or practices by the Company or the Medical JV materially affecting its assets or liabilities, except insofar as may have been required by law or by a change in applicable GAAP, (iii) any sales, pledges, dispositions, transfers, leases, exclusive licenses, guarantees or encumbrances of any material property or assets of the Company or the Medical JV outside the ordinary course of business, (iv) any material acquisition (including, without limitation, by merger, consolidation, or acquisition of stock or assets or any other business combination) by the Company or the Medical JV of any corporation, partnership, other business organization or any division thereof, (v) to the knowledge of the Company, any unauthorized disclosure of any material trade secrets of the Company or the Medical JV, (vi) any incurrence by the Company or the Medical JV of indebtedness for borrowed money which, individually or together with all such other indebtedness, exceeds $500,000, (vii) grants of any material security interest in any material assets of the Company or the Medical JV, (viii) any capital expenditure or purchase of fixed assets by the Company or the Medical JV other than in the establishment ordinary course of business consistent with past practice or in accordance with the Stock Option Plan Company’s capital expenditure budget as approved by the Board, (ix) any change by the Company or the Medical JV of any material election in respect of taxes, any adoption or change by the Company or the Medical JV of any material accounting method in respect of taxes or settlement or compromise by the Company or any of its Subsidiaries of any material claim, notice, audit report or assessment in respect of taxes, (x) any pre-payment of any long-term debt or payment, discharge or satisfaction of any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) by the Company or the Medical JV, except for such payments, discharges or satisfaction of claims as were made or effected in the ordinary course of business consistent with past practice, (axi) any increase in write-up, write-down or write-off of the compensation book value of any material assets, or benefits payable or to become payable to a material amount of any officers or directors other assets, of the Company or (b) the establishment of any bonusMedical JV, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan of the Company, (vi) other than issuances of Options pursuant to the Stock Option Plan (as required by GAAP or shares of Company Common Stock in connection with the exercise of any Options), any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (vii) any amendment to the certificate of incorporation or bylaws of the Company, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by the Company, (x) purchase, sale, assignment or transfer of any material assets by the Company, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of the Company, except for liens for Taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving Company, or (z) cancellation, compromise, release or waiver by the Company of any rights of material value or any material debts or claims, (ix) any incurrence by the Company of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company, (xi) entry into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xii) any termination, material modification change in the Board or cancellation of any agreement, contract, lease or license to which the Company is a party or by which it is bound, (xiii) entry by the Company into any loan in excess of $10,000 with any officers or directors of the Company, (xiv) any charitable or other capital contribution by the Company or pledge therefore, (xv) entry by the Company into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvi) any negotiation or agreement by the Company to do any of the things described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except as disclosed on Schedule 3.11 or in the Company Financial Statements or as otherwise contemplated by this Agreement, since the date of the Latest Company Latest Balance Sheet, the Company has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (ia) any event having a Material Adverse Effect on the Company or likely to have a Material Adverse Effect on the Surviving Company, (iib) any event that could would reasonably be expected to prevent or materially delay the performance of the Company’s obligations pursuant to this Agreement, (iiic) any material change by the Company in its accounting methods, principles or practices, (ivd) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common capital stock of the Company or any redemption, purchase or other acquisition of any of the Company’s securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (ae) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock optionoption (including without limitation the granting of options, stock appreciation rights, performance awards or restricted membership interest awards), membership-interest purchase or other employee benefit plan of the Company, or any other increase in the compensation payable or to become payable to any employees, managers, officers, consultants, directors or governors of the Company, (vif) other than issuances of Options options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options)duly adopted option plans, any issuance, grants grant or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (viig) any amendment to the certificate Company’s articles of incorporation organization, member control agreement or bylaws of the Companybylaws, (viiih) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by the Company, (x1) purchase, sale, assignment or transfer of any material assets by the Company, (y2) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible intangible, of the Company, except for liens for Taxes taxes not yet due and such other liens, encumbrances or charges which do notwhich, individually or in the aggregate, do not have a Material Adverse Effect on the Company or and would not have a Material Adverse Effect on the Surviving Company, or (z3) cancellation, compromise, release or waiver by the Company of any rights of material value or any material debts or claims, (ixi) any incurrence by the Company of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (xj) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company, (xik) entry into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xiil) any acceleration, termination, material modification or cancellation of any agreement, contract, lease or license to which the Company is a party or by which it is bound, (xiiim) entry by the Company into any loan in excess of $10,000 or other transaction with any officers officers, managers, directors, governors or directors employees of the Company, (xiv) any charitable or other capital contribution by the Company or pledge therefore, (xvn) entry by the Company into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvio) any negotiation or agreement by the Company to do any of the things described in the preceding clauses (ia) through (xvo).

Absence of Certain Developments. Except as set forth in Schedule 2.14 or as disclosed on Schedule 3.11 or in the Company Financial Statements or as otherwise contemplated by this Agreement, since the date of the Company Latest Balance Sheet, the Company has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (ia) any event having a Material Adverse Effect on the Company or likely to have a Material Adverse Effect on the Surviving Company, (iib) any event that could would reasonably be expected to prevent or materially delay the performance of the Company’s 's obligations pursuant to this Agreement, (iiic) any material change by the Company in its accounting methods, principles or practices, (ivd) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common capital stock of the Company or any redemption, purchase or other acquisition of any of the Company’s 's securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (ae) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock optionoption (including without limitation the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of the Company, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of the Company, (vif) other than issuances of Options options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options)duly adopted option plans, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (viig) any amendment to the Company's certificate of incorporation or bylaws of the Companybylaws, (viiih) other than in the ordinary course of business consistent with past practice, any (wi) capital expenditures by the Company, (xii) purchase, sale, assignment or transfer of any material assets by the Company, (yiii) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible intangible, of the Company, except for liens for Taxes taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving Company, or (ziv) cancellation, compromise, release or waiver by the Company of any rights of material value or any material debts or claims, (ixi) any incurrence by the Company of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (xj) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company, (xik) entry into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xiil) any acceleration, termination, material modification or cancellation of any agreement, contract, lease or license to which the Company is a party or by which it is bound, (xiiim) entry by the Company into any loan in excess of $10,000 or other transaction with any officers officers, directors or directors employees of the Company, (xivn) any charitable or other capital contribution by the Company or pledge therefore, (xvo) entry by the Company into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvip) any negotiation or agreement by the Company to do any of the things described in the preceding clauses (ia) through (xvp).

Absence of Certain Developments. Except as disclosed on set forth in Schedule 3.11 or in the Company Financial Statements 3.10 or as otherwise contemplated by this Agreement, since the date of the Company Latest Balance SheetSeptember 28, the Company has conducted its business only in the ordinary course consistent with past practice and 2007, there has not occurred or been entered into, as the case may be: with respect to Select Video (ia) any event having a Material Adverse Effect on the CompanySelect Video, (iib) any event that could would reasonably be expected to prevent or materially delay the performance of the CompanySelect Video’s obligations pursuant to this Agreement, (iiic) any material change by the Company Select Video in its accounting methods, principles or practices, (ivd) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common capital stock of the Company Select Video or any redemption, purchase or other acquisition of any of the CompanySelect Video’s securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (ae) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock optionoption (including without limitation the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of Select Video, or any other increase in the Companycompensation payable or to become payable to any employees, officers, consultants or directors of Select Video, (vif) other than issuances of Options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options), any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the CompanySelect Video, (viig) except with respect to the Reverse Stock Split to be effected prior to Closing, any amendment to the certificate articles of incorporation or bylaws of the CompanySelect Video, (viiih) other than in the ordinary course of business consistent with past practice, any (w1) capital expenditures by the CompanySelect Video, (x2) purchase, sale, assignment or transfer of any material assets by the CompanySelect Video, (y3) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of the CompanySelect Video, except for liens for Taxes taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving CompanySelect Video, or (z4) cancellation, compromise, release or waiver by the Company Select Video of any rights of material value or any material debts or claims, (ixi) any incurrence by the Company Select Video of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (xj) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the CompanySelect Video, (xik) entry by Select Video into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xiil) any acceleration, termination, material modification or cancellation of any agreement, contract, lease or license to which the Company Select Video is a party or by which it any of them is bound, (xiiim) entry by the Company Select Video into any loan in excess of $10,000 or other transaction with any officers officers, directors or directors employees of the CompanySelect Video, (xiv) any charitable or other capital contribution by the Company or pledge therefore, (xvn) entry by the Company Select Video into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvio) any negotiation or agreement by the Company Select Video to do any of the things described in the preceding clauses (ia) through (xvo).

Absence of Certain Developments. Except as set forth in Schedule 4.5 or as disclosed on Schedule 3.11 or in the Company Financial Statements ante4 SEC Filings or as otherwise contemplated by this Agreement, since the date of the Company Latest Balance SheetJanuary 3, the Company 2010, ante4 has conducted its business only in all material respects in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having that would have a Material Adverse Effect on the Companyante4, (ii) any event that could would reasonably be expected to prevent or materially delay the performance of the Companyante4’s obligations pursuant to this Agreement, (iii) any material change by the Company ante4 in its accounting methods, principles or practices, (iv) other than the Spin-Off, any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common capital stock of the Company ante4, or any redemption, purchase or other acquisition of any of the Companyante4’s securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (a) any material increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock optionoption (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of ante4, or any other material increase in the Companycompensation payable or to become payable to any employees, officers, consultants or directors of ante4, (vi) other than issuances of Options options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options)duly adopted option plans, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Companyante4, (vii) any amendment to the certificate of incorporation or bylaws of the Companyante4, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by the Companyante4, (x) purchase, sale, assignment or transfer of any material assets by the Companyante4, (y) mortgage, pledge or existence of any lien, encumbrance or charge Lien on any material assets or properties, tangible or intangible intangible, of the Companyante4, except for liens Liens for Taxes taxes not yet due and such other liens, encumbrances or charges Liens which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving Companyante4, or (z) cancellation, compromise, release or waiver by the Company ante4 of any rights of material value or any material debts or claims, (ix) any incurrence by the Company ante4 of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Companyante4, (xi) entry by ante4 into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xii) any acceleration, termination, material modification or cancellation of any agreement, contract, lease or license to which the Company ante4 is a party or by which it is bound, (xiii) entry by the Company ante4 into any loan in excess of $10,000 or other transaction with any officers officers, directors or directors employees of the Companyante4, (xiv) any charitable or other capital contribution by the Company ante4 or pledge therefore, (xv) other than the Spin-Off, entry by the Company ante4 into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvi) any negotiation or agreement by the Company ante4 to do any of the things described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except Since December 31, 2009, except as has been disclosed on Schedule 3.11 or in the Company Financial Statements or as otherwise contemplated by this AgreementApplicable SEDAR Reports, since the date of the Company Latest Balance Sheet, (a) the Company has conducted its business only in the ordinary course course, consistent with past practice and practice, (b) there has not occurred or been entered intoa Material Adverse Effect, as the case may be: and (c) there has not been (i) any event having a Material Adverse Effect on the Companydirectly or indirectly, (ii) any event that could reasonably be expected to prevent or materially delay the performance of the Company’s obligations pursuant to this Agreement, (iii) any material change by the Company in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or other distribution (whether in respect of the cash, shares of common stock of the Company or any redemptioncapital stock, purchase equity interests, or other acquisition of property) with respect to any of the Company’s capital stock or equity interests or any repurchase or redemption by the Company of any such securities, (ii) any change in accounting methods, principles or practices by the Company materially affecting its assets or liabilities, (iii) any sales, pledges, dispositions, Transfers, leases, exclusive licenses, guarantees or encumbrances of any property or assets of the Company, (iv) any material acquisition (including, without limitation, by merger, consolidation, or acquisition of shares or assets or any other business combination) by the Company of any corporation, partnership, other business organization or any division thereof, (v) any disclosure of any trade secrets of the Company except where the receiving party has entered into an agreement with the Company to keep such trade secrets confidential, (vi) any incurrence by the Company of Indebtedness which, individually or together with all such other Indebtedness, exceeds $1,000,000, (vii) grants of any material security interest in any material assets of the Company, (viii) any acquisition, leasing, capital expenditure, disposal or purchase of capital or fixed assets by the Company other than in the establishment ordinary course of business consistent with past practice or in accordance with the Stock Option Plan Company’s capital expenditure budget as approved by the Board, (ix) any change by the Company of any material election in respect of taxes, any adoption or change by the Company of any material accounting method in respect of taxes or settlement or compromise by the Company of any material claim, notice, audit report or assessment in respect of taxes, (x) any pre-payment of any long-term debt or payment, discharge or satisfaction of any claims, liabilities or obligations (absolute, accrued, contingent or otherwise) by the Company, except for such payments, discharges or satisfaction of claims as were made or effected in the ordinary course of business consistent with past practice, (axi) any increase in write-up, write-down or write-off of the compensation book value of any material assets, or benefits payable or to become payable to a material amount of any officers or directors other assets, of the Company or (bxii) any change in the establishment of any bonus, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase Board or other employee benefit plan the officers of the Company, (vi) other than issuances of Options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options), any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (vii) any amendment to the certificate of incorporation or bylaws of the Company, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by the Company, (x) purchase, sale, assignment or transfer of any material assets by the Company, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of the Company, except for liens for Taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving Company, or (z) cancellation, compromise, release or waiver by the Company of any rights of material value or any material debts or claims, (ix) any incurrence by the Company of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company, (xi) entry into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xii) any termination, material modification or cancellation of any agreement, contract, lease or license to which the Company is a party or by which it is bound, (xiii) entry by the Company into any loan in excess of $10,000 with any officers or directors of the Company, (xiv) any charitable or other capital contribution by the Company or pledge therefore, (xv) entry by the Company into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvi) any negotiation or agreement by the Company to do any of the things described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except as set forth in Schedule 4.17 or as disclosed on Schedule 3.11 or in the Company Financial Statements FGCO SEC Filings or as otherwise contemplated by this Agreement, since the date of the Company Latest Balance SheetSeptember 30, the Company 2018, FGCO has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on the CompanyFGCO, (ii) any event that could would reasonably be expected to prevent or materially delay the performance of the CompanyFGCO’s obligations pursuant to this Agreement, (iii) any material change by the Company FGCO in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common capital stock of the Company FGCO or any redemption, purchase or other acquisition of any of the CompanyFGCO’s securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (a) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock optionoption (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of FGCO, or any other increase in the Companycompensation payable or to become payable to any employees, officers, consultants or directors of FGCO, (vi) other than issuances of Options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options), any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (vii) any amendment to the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the CompanyFGCO, (viiiix) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by the CompanyFGCO, (x) purchase, sale, assignment or transfer of any material assets by the CompanyFGCO, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of the CompanyFGCO, except for liens for Taxes taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving CompanyFGCO, or (z) cancellation, compromise, release or waiver by the Company FGCO of any rights of material value or any material debts or claims, (ixx) any incurrence by the Company FGCO of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (xxi) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the CompanyFGCO, (xixii) entry by FGCO into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xiixiii) any acceleration, termination, material modification or cancellation of any agreement, contract, lease or license to which the Company FGCO is a party or by which it any of them is bound, (xiiixiv) entry by the Company FGCO into any loan in excess of $10,000 or other transaction with any officers officers, directors or directors employees of the CompanyFGCO, (xivxv) any charitable or other capital contribution by the Company FGCO or any FGCO Subsidiary or pledge therefore, (xvxvi) entry by the Company FGCO into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvixvii) any negotiation or agreement by the Company FGCO to do any of the things described in the preceding clauses (i) through (xvxvii).

Absence of Certain Developments. Except as set forth in Schedule 4.17 or as disclosed on Schedule 3.11 or in the Company Financial Statements VSTR SEC Filings or as otherwise contemplated by this AgreementAgreement , since the date of the Company Latest Balance SheetSeptember 30, the Company 2018, VSTR has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on the CompanyVSTR, (ii) any event that could would reasonably be expected to prevent or materially delay the performance of the CompanyVSTR’s obligations pursuant to this Agreement, (iii) any material change by the Company VSTR in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common capital stock of the Company VSTR or any redemption, purchase or other acquisition of any of the CompanyVSTR’s securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (a) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock optionoption (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of VSTR, or any other increase in the Companycompensation payable or to become payable to any employees, officers, consultants or directors of VSTR, (vi) other than issuances of Options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options), any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (vii) any amendment to the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the CompanyVSTR, (viiiix) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by the CompanyVSTR, (x) purchase, sale, assignment or transfer of any material assets by the CompanyVSTR, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of the CompanyVSTR, except for liens for Taxes taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving CompanyVSTR, or (z) cancellation, compromise, release or waiver by the Company VSTR of any rights of material value or any material debts or claims, (ixx) any incurrence by the Company VSTR of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (xxi) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the CompanyVSTR, (xixii) entry by VSTR into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xiixiii) any acceleration, termination, material modification or cancellation of any agreement, contract, lease or license to which the Company VSTR is a party or by which it any of them is bound, (xiiixiv) entry by the Company VSTR into any loan in excess of $10,000 or other transaction with any officers officers, directors or directors employees of the CompanyVSTR, (xivxv) any charitable or other capital contribution by the Company VSTR or any VSTR Subsidiary or pledge therefore, (xvxvi) entry by the Company VSTR into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvixvii) any negotiation or agreement by the Company VSTR to do any of the things described in the preceding clauses (i) through (xvxvii).

Absence of Certain Developments. Except as set forth in Schedule 4.17 or as disclosed on Schedule 3.11 or in the Company Financial Statements FGCO SEC Filings or as otherwise contemplated by this Agreement, since the date of the Company Latest Balance SheetJanuary 12, the Company 2021, FGCO has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on the CompanyFGCO, (ii) any event that could would reasonably be expected to prevent or materially delay the performance of the CompanyFGCO’s obligations pursuant to this Agreement, (iii) any material change by the Company FGCO in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common capital stock of the Company FGCO or any redemption, purchase or other acquisition of any of the CompanyFGCO’s securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (a) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock optionoption (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of FGCO, or any other increase in the Companycompensation payable or to become payable to any employees, officers, consultants or directors of FGCO, (vi) other than issuances of Options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options), any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (vii) any amendment to the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the CompanyFGCO, (viiiix) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by the CompanyFGCO, (x) purchase, sale, assignment or transfer of any material assets by the CompanyFGCO, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of the CompanyFGCO, except for liens for Taxes taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving CompanyFGCO, or (z) cancellation, compromise, release or waiver by the Company FGCO of any rights of material value or any material debts or claims, (ixx) any incurrence by the Company FGCO of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (xxi) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the CompanyFGCO, (xixii) entry by FGCO into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xiixiii) any acceleration, termination, material modification or cancellation of any agreement, contract, lease or license to which the Company FGCO is a party or by which it any of them is bound, (xiiixiv) entry by the Company FGCO into any loan in excess of $10,000 or other transaction with any officers officers, directors or directors employees of the CompanyFGCO, (xivxv) any charitable or other capital contribution by the Company FGCO or any FGCO Subsidiary or pledge therefore, (xvxvi) entry by the Company FGCO into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvixvii) any negotiation or agreement by the Company FGCO to do any of the things described in the preceding clauses (i) through (xvxvii).

Absence of Certain Developments. Except as set forth in Schedule 3.16 or as disclosed on Schedule 3.11 or in the Company Financial Statements or as otherwise contemplated by this Agreement, since the date of the Company Latest Balance Sheet, the Company has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on the Company or the Surviving Company, (ii) any event that could would reasonably be expected to prevent or materially delay the performance of the Company’s 's obligations pursuant to this Agreement, (iii) any material change by the Company in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common capital stock of the Company or any redemption, purchase or other acquisition of any of the Company’s 's securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (a) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock optionoption (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of the Company, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of the Company, (vi) other than issuances of Options options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options)duly adopted option plans, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (vii) any amendment to the certificate Articles of incorporation Incorporation or bylaws Bylaws of the Company, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by the Company, (x) purchase, sale, assignment or transfer of any material assets by the Company, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible intangible, of the Company, except for liens for Taxes taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving Company, or (z) cancellation, compromise, release or waiver by the Company of any rights of material value or any material debts or claims, (ix) any incurrence by the Company of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company, (xi) entry into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xii) any acceleration, termination, material modification or cancellation of any agreement, contract, lease or license to which the Company is a party or by which it is bound, (xiii) entry by the Company into any loan in excess of $10,000 or other transaction with any officers officers, directors or directors employees of the Company, (xiv) any charitable or other capital contribution by the Company or pledge therefore, (xv) entry by the Company into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvi) any negotiation or agreement by the Company to do any of the things described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except as disclosed on Schedule 3.11 or in the Company Financial Statements or Statements, as otherwise contemplated by this AgreementAgreement or as set forth in Schedule 3.17, since the date of the Company Latest Balance Sheet, the Company has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on the Company or the Surviving Company, (ii) any event that could reasonably be expected to prevent or materially delay the performance of the Company’s obligations pursuant to this Agreement, (iii) any material change by the Company in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common capital stock of the Company or any redemption, purchase or other acquisition of any of the Company’s securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (a) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock optionoption (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of the Company, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of the Company, (vi) other than issuances of Options options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options)duly adopted option plans, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (vii) any amendment to the certificate Articles of incorporation Incorporation or bylaws Bylaws of the Company, (viii) other than in the ordinary course of business consistent with past practice, any (wA) capital expenditures by the Company, (xB) purchase, sale, assignment or transfer of any material assets by the Company, (yC) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of the Company, except for liens for Taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving Company, or (zD) cancellation, compromise, release or waiver by the Company of any rights of material value or any material debts or claims, (ix) any incurrence by the Company of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company, (xi) entry into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xii) any acceleration, termination, material modification or cancellation of any agreement, contract, lease or license to which the Company is a party or by which it is bound, (xiii) entry by the Company into any loan in excess of $10,000 or other transaction with any officers officers, directors or directors employees of the Company, (xiv) any charitable or other capital contribution by the Company or pledge thereforetherefor, (xv) entry by the Company into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvi) any negotiation or agreement by the Company to do any of the things described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except as disclosed on Schedule 3.11 or 7(n), in the Company Financial Statements or as otherwise contemplated by this Agreement, since the date of the Company Latest Balance SheetSheet Date, the Company has conducted its business only in all material respects in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having that would have a Company Material Adverse Effect on the CompanyEffect, (ii) any event that could would reasonably be expected to prevent or materially delay the performance of the Company’s Sellers’ obligations pursuant to this Agreement, (iii) any material change by the Company in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common stock of the Company Membership Interests or any redemption, purchase or other acquisition of any of the Company’s securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (a) any material increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock optionprofits interest (including, without limitation, the granting of profits interests, stock options, stock appreciation rights, performance awards or restricted stock awards), membership interest purchase or other employee benefit plan of Company, or any other material increase in the compensation payable or to become payable to any employees, officers, consultants or managers of Company, (vi) other than issuances of Options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options), any issuance, grants or sale of any stockCompany Membership Interests, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (vii) any amendment to the certificate of incorporation or bylaws of the CompanyCompany Charter Documents, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by the Company, (x) purchase, sale, assignment or transfer of any material assets by the Company, (y) mortgage, pledge or existence of any lien, encumbrance Encumbrance or charge on any material assets or properties, tangible or intangible intangible, of the Company, except for liens for Taxes taxes not yet due and such other liens, encumbrances Encumbrances or charges which do not, individually or in the aggregate, have a Company Material Adverse Effect on the Company or the Surviving CompanyEffect, or (z) cancellation, compromise, release or waiver by the Company of any rights of material value or any material debts or claims, (ix) any incurrence by the Company of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practicepractice which do not exceed in the aggregate $25,000, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company, (xi) entry into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xii) any acceleration, termination, material modification or cancellation of any material agreement, contract, lease or license to which the Company is a party or by which it is bound, (xiii) entry by the Company into any a loan in excess of $10,000 with any officers Person or directors a loan or other transaction with any officers, managers or employees of the Company, (xiv) any charitable or other capital contribution by the Company or pledge therefore, (xv) entry by the Company into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvi) any negotiation or agreement by the Company to do any of the things described in the preceding clauses (i) through (xvxvi).

Absence of Certain Developments. Except as set forth in Schedule 2.16 or as disclosed on Schedule 3.11 or in the Company Financial Statements or as otherwise contemplated by this Agreement, since the date of the Company Latest Balance SheetJune 30, 2005, the Company has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (ia) any event having a Material Adverse Effect on the Company or likely to have a Material Adverse Effect on the Surviving Company, (iib) any event that could would reasonably be expected to prevent or materially delay the performance of the Company’s obligations pursuant to this Agreement, (iiic) any material change by the Company in its accounting methods, principles or practices, (ivd) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common capital stock of the Company or any redemption, purchase or other acquisition of any of the Company’s securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (ae) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock optionoption (including without limitation the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of the Company, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of the Company, (vif) other than issuances of Options options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options)duly adopted option plans, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (viig) any amendment to the Company’s certificate of incorporation or bylaws of the Companybylaws, (viiih) other than in the ordinary course of business consistent with past practice, any (wi) capital expenditures by the Company, (xii) purchase, sale, assignment or transfer of any material assets by the Company, (yiii) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible intangible, of the Company, except for liens for Taxes taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving Company, or (ziv) cancellation, compromise, release or waiver by the Company of any rights of material value or any material debts or claims, (ixi) any incurrence by the Company of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (xj) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company, (xik) entry into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xiil) any acceleration, termination, material modification or cancellation of any agreement, contract, lease or license to which the Company is a party or by which it is bound, (xiiim) entry by the Company into any loan in excess of $10,000 or other transaction with any officers officers, directors or directors employees of the Company, (xivn) any charitable or other capital contribution by the Company or pledge therefore, (xvo) entry by the Company into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvip) any negotiation or agreement by the Company to do any of the things described in the preceding clauses (ia) through (xvp).

Absence of Certain Developments. Except as disclosed on Schedule 3.11 or in the Company Financial Statements or Statements, as otherwise contemplated by this AgreementAgreement or as set forth in Schedule 3.17, since the date of the Company Latest Balance Sheet, the Company has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on the Company or the Surviving Company, (ii) any event that could reasonably be expected to prevent or materially delay the performance of the Company’s obligations pursuant to this Agreement, (iii) any material change by the Company in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common capital stock of the Company or any redemption, purchase or other acquisition of any of the Company’s securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (a) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock optionoption (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of the Company, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of the Company, (vi) other than issuances of Options options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options)duly adopted option plans, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (vii) any amendment to the certificate Certificate of incorporation Incorporation or bylaws Bylaws of the Company, (viii) other than in the ordinary course of business consistent with past practice, any (wA) capital expenditures by the Company, (xB) purchase, sale, assignment or transfer of any material assets by the Company, (yC) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of the Company, except for liens for Taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving Company, or (zD) cancellation, compromise, release or waiver by the Company of any rights of material value or any material debts or claims, (ix) any incurrence by the Company of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company, (xi) entry into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xii) any acceleration, termination, material modification or cancellation of any agreement, contract, lease or license to which the Company is a party or by which it is bound, (xiii) entry by the Company into any loan in excess of $10,000 or other transaction with any officers officers, directors or directors employees of the Company, (xiv) any charitable or other capital contribution by the Company or pledge therefore, (xv) entry by the Company into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvi) any negotiation or agreement by the Company to do any of the things described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except as set forth in Schedule 3.16 or as disclosed on Schedule 3.11 or in the Company Financial Statements or as otherwise contemplated by this Agreement, since the date of the Company Latest Balance Sheet, the Company has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on the Company or the Surviving Company, (ii) any event that could would reasonably be expected to prevent or materially delay the performance of the Company’s obligations pursuant to this Agreement, (iii) any material change by the Company in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common capital stock of the Company or any redemption, purchase or other acquisition of any of the Company’s securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (a) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock optionoption (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of the Company, or any other increase in the compensation payable or to become payable to any employees, officers, consultants or directors of the Company, (vi) other than issuances of Options options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options)duly adopted option plans, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (vii) any amendment to the certificate Articles of incorporation Incorporation or bylaws Bylaws of the Company, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by the Company, (x) purchase, sale, assignment or transfer of any material assets by the Company, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible intangible, of the Company, except for liens for Taxes taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving Company, or (z) cancellation, compromise, release or waiver by the Company of any rights of material value or any material debts or claims, (ix) any incurrence by the Company of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company, (xi) entry into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xii) any acceleration, termination, material modification or cancellation of any agreement, contract, lease or license to which the Company is a party or by which it is bound, (xiii) entry by the Company into any loan in excess of $10,000 or other transaction with any officers officers, directors or directors employees of the Company, (xiv) any charitable or other capital contribution by the Company or pledge therefore, (xv) entry by the Company into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvi) any negotiation or agreement by the Company to do any of the things described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except as disclosed on Schedule 3.11 or in the Company Plains Energy Financial Statements or as otherwise contemplated by this Agreement, since the date of the Company Latest Balance SheetDecember 31, the Company 2009, Plains Energy has conducted its business only in all material respects in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having that would have a Material Adverse Effect on the CompanyPlains Energy, (ii) any event that could would reasonably be expected to prevent or materially delay the performance of the CompanyPlains Energy’s obligations pursuant to this Agreement, (iii) any material change by the Company Plains Energy in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common capital stock of the Company Plains Energy or any redemption, purchase or other acquisition of any of the CompanyPlains Energy’s securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (a) any material increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, stock optionoption (including, without limitation, the granting of stock options, stock appreciation rights, performance awards or restricted stock awards), stock purchase or other employee benefit plan of Plains Energy, or any other material increase in the Companycompensation payable or to become payable to any employees, officers, consultants or directors of Plains Energy, (vi) other than issuances of Options options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options)duly adopted option plans, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the CompanyPlains Energy, (vii) any amendment to the certificate of incorporation or bylaws of the CompanyPlains Energy, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by the CompanyPlains Energy, (x) purchase, sale, assignment or transfer of any material assets by the CompanyPlains Energy, (y) mortgage, pledge or existence of any lien, encumbrance or charge Lien on any material assets or properties, tangible or intangible intangible, of the CompanyPlains Energy, except for liens Liens for Taxes taxes not yet due and such other liens, encumbrances or charges Liens which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving CompanyPlains Energy, or (z) cancellation, compromise, release or waiver by the Company Plains Energy of any rights of material value or any material debts or claims, (ix) any incurrence by the Company Plains Energy of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the CompanyPlains Energy, (xi) entry into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xii) any acceleration, termination, material modification or cancellation of any agreement, contract, lease or license to which the Company Plains Energy is a party or by which it is bound, (xiii) entry by the Company Plains Energy into any loan in excess of $10,000 or other transaction with any officers officers, directors or directors employees of the CompanyPlains Energy, (xiv) any charitable or other capital contribution by the Company Plains Energy or pledge therefore, (xv) entry by the Company Plains Energy into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvi) any negotiation or agreement by the Company Plains Energy to do any of the things described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except as disclosed on Schedule 3.11 or in the Company Financial Statements or as otherwise contemplated by this Agreement, since the date of the Company Latest Balance Sheet, the Company has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on the Company, (ii) any event that could reasonably be expected to prevent or materially delay the performance of the Company’s obligations pursuant to this Agreement, (iii) any material change by the Company in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common stock of the Company or any redemption, purchase or other acquisition of any of the Company’s securities, (v) other than the establishment of the Stock Option Plan or in the ordinary course of business consistent with past practice, (a) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment of any bonus, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan of the Company, (vi) other than issuances of Options stock options pursuant to the Stock Option 2003 Plan (or shares of Company Common Stock in connection with the exercise of any Options)stock options) and in connection with the Private Placement, any issuance, grants or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (vii) other than as contemplated by Section 3.1 hereof, any amendment to the certificate of incorporation or bylaws of the Company, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by the Company, (x) purchase, sale, assignment or transfer of any material assets by the Company, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible of the Company, except for liens for Taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving Company, or (z) cancellation, compromise, release or waiver by the Company of any rights of material value or any material debts or claims, (ix) any incurrence by the Company of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practice, (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company, (xi) other than in connection with the Private Placement and this Agreement, entry into any agreement, contract, lease or license other than in the ordinary course of business consistent with past practice, (xii) any termination, material modification or cancellation of any agreement, contract, lease or license to which the Company is a party or by which it is bound, (xiii) entry by the Company into any loan in excess of $10,000 with any officers or directors of the Company, (xiv) any charitable or other capital contribution by the Company or pledge therefore, (xv) entry by the Company into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvi) any negotiation or agreement by the Company to do any of the things described in the preceding clauses (i) through (xv).

Absence of Certain Developments. Except as disclosed on Schedule 3.11 or in the Company Financial Statements SEC Filings or as otherwise contemplated by this Agreement, since the date of the Company Latest Balance Sheet, the Company has conducted its business only in the ordinary course consistent with past practice and there has not occurred or been entered into, as the case may be: (i) any event having a Material Adverse Effect on the Company, (ii) any event that could would reasonably be expected to prevent or materially delay the performance of the Company’s obligations pursuant to this Agreement, (iii) any material change by the Company in its accounting methods, principles or practices, (iv) any declaration, setting aside or payment of any dividend or distribution in respect of the shares of common capital stock of the Company or any redemption, purchase or other acquisition of any of the Company’s securities, (v) other than the establishment of the Stock Option Plan or special dividend referred to in the ordinary course of business consistent with past practiceSection 6.2(g), (av) any increase in the compensation or benefits payable or to become payable to any officers or directors of the Company or (b) the establishment or modification of any bonus, severance, deferred compensation, pension, retirement, profit sharing, stock option, stock purchase or other employee benefit plan of the CompanyCompensatory Plan, (vi) other than issuances of Options pursuant to the Stock Option Plan (or shares of Company Common Stock in connection with the exercise of any Options), any issuance, grants grant or sale of any stock, options, warrants, notes, bonds or other securities, or entry into any agreement with respect thereto by the Company, (vii) any amendment to the certificate of incorporation or bylaws of the Company, other than the Company Charter Amendments, (viii) other than in the ordinary course of business consistent with past practice, any (w) capital expenditures by the Company, (x) purchase, sale, assignment or transfer of any material assets by the Company, (y) mortgage, pledge or existence of any lien, encumbrance or charge on any material assets or properties, tangible or intangible intangible, of the Company, except for liens for Taxes not yet due and such other liens, encumbrances or charges which do not, individually or in the aggregate, have a Material Adverse Effect on the Company or the Surviving Companydue, or (z) cancellation, compromise, release or waiver by the Company of any rights of material value or any material debts or claims, (ix) any incurrence by the Company of any material liability (absolute or contingent), except for current liabilities and obligations incurred in the ordinary course of business consistent with past practicepractice (which liabilities are not material, individually or in the aggregate, and will have been paid, discharged and satisfied at or prior to the Closing), (x) damage, destruction or similar loss, whether or not covered by insurance, materially affecting the business or properties of the Company, (xi) entry by the Company into any agreement, contract, lease or license license, other than in the ordinary course of business consistent with past practiceOriginal Term Sheet, Escrow Agreement No. 1, the Amended and Restated Term Sheet and Escrow Agreement No. 2, (xii) any acceleration, termination, material modification or cancellation of any agreement, contract, lease or license to which the Company is a party or by which it any of them is bound, (xiii) entry by the Company into any loan in excess of $10,000 or other transaction with any officers officers, directors or directors employees of the Company, (xiv) any charitable or other capital contribution by the Company or pledge therefore, (xv) entry by the Company into any transaction of a material nature other than in the ordinary course of business consistent with past practice, or (xvi) any negotiation or agreement by the Company to do any of the things described in the preceding clauses (i) through (xv).