Common use of Actions Pending Merger Clause in Contracts

Actions Pending Merger. 3.1 Unless contemplated by this Plan, including, without limitation, actions contemplated by Section 6.1.E, without the prior written consent or approval of CTI, in the case of actions to be taken by SC, or SC, in the case of actions to be taken by CTI, no party shall permit SC, CTI or any subsidiary thereof to: A. make, declare or pay any dividend, or declare or make any distribution on, or directly or indirectly combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock or authorize the creation or issuance of or issue or sell any additional shares of its capital stock, or any options, calls or commitments relating to its capital stock or any securities or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire shares of its capital stock or its assets, or issue any long-term debt securities except pursuant to plans or agreements as existing on the date hereof; B. enter into or substantially modify (except as may be required by applicable law) any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement related thereto, in respect to any of its directors, officers or other employees; C. substantially modify the manner in which it has heretofore conducted its business, enter into any new line of business or amend its certificate of incorporation, by-laws or other organizational documents; D. dispose of or acquire any assets valued in excess of $25,000 except in the ordinary course of business; E. agree to take any action which would reasonably be expected to jeopardize or delay the consummation of the transactions contemplated hereby; F. take any other action not in the ordinary course of business; or G. agree to take any of the foregoing actions.