Common use of Certain Prohibited Transactions Clause in Contracts

Certain Prohibited Transactions. The Company shall not without the prior written approval of Acquiring Corporation and Stockholder: (a) incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise become responsible for obligations of any other individual, partnership, firm or corporation, or make any loans or advances to any individual, partnership, firm or corporation, except in the ordinary course of business and consistent with past practice; (b) issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities; (c) pay or incur any obligation to pay any dividend on its capital stock or make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to its Certificate of Incorporation or bylaws; (e) mortgage, pledge or otherwise encumber any of its properties or assets or sell, transfer or otherwise dispose of any of its properties or assets or cancel, release or assign any indebtedness owed to it or any claims held by it, except in the ordinary course of business and consistent with past practice; (f) make any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other individual, partnership, firm or corporation, except in the ordinary course of business and consistent with past practice; (g) enter into or terminate any material contract or agreement, or make any material change in any of its leases and Contracts, other than in the ordinary course of business and consistent with past practice; or (h) engage in any business other than the type it currently conducts; or (i) do any other act which would cause any representation or warranty of Acquiring Corporation and the Company in this Agreement to be or become untrue in any material respect.

Certain Prohibited Transactions. The Company shall not without the prior written approval of Acquiring Corporation and StockholderStockholders: (a) incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise become responsible for obligations of any other individual, partnership, firm or corporation, or make any loans or advances to any individual, partnership, firm or corporation, except in the ordinary course of business and consistent with past practice; (b) issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities; (c) pay or incur any obligation to pay any dividend on its capital stock or make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to its Certificate of Incorporation or bylaws; (e) mortgage, pledge or otherwise encumber any of its properties or assets or sell, transfer or otherwise dispose of any of its properties or assets or cancel, release or assign any indebtedness owed to it or any claims claim held by it, except in the ordinary course of business and consistent with past practice; (f) make any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other individual, partnership, firm or corporation, except in the ordinary course of business and consistent with past practice; (g) enter into or terminate any material contract or agreement, or make any material change in any of its leases and Contracts, other than in the ordinary course of business and consistent with past practice; or (h) engage in any business other than the type it currently conducts; or (i) do any other act which would cause any representation or warranty of Acquiring Corporation and the Company in this Agreement to be or become untrue in any material respect.

Certain Prohibited Transactions. The Company During the period from the date hereof through the Closing Date, Sellers shall not permit the Company or its Subsidiary to, without the prior written approval of Acquiring Corporation and StockholderBuyer: (a) incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise become responsible for obligations of any other individual, partnership, firm or corporation, or make any loans or advances to any individual, partnership, firm or corporation, except in the ordinary course of business and consistent with past practice; (b) issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities; (c) pay or incur any obligation to pay any dividend on its capital stock or make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to its Certificate Articles of Incorporation or bylawsBy-laws; (e) mortgage, pledge or otherwise encumber any of its properties or assets or assets, sell, transfer or otherwise dispose of any of its properties or assets or cancel, release or assign any indebtedness owed to it or any claims held by it, except in the ordinary course of business and consistent with past practice; (f) make any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other individual, partnership, firm or corporationcorporation (including entering into any capitalized leases), except in the ordinary course of business and consistent with past practice; (g) except as set forth in the Disclosure Schedule, enter into or terminate any material contract or agreement, or make any material change in any of its leases Leases and Contracts, other than in the ordinary course of business and consistent with past practice; or; (h) engage in any business other than the type it currently conducts; or (i) do any other act which would cause any representation or warranty of Acquiring Corporation and the Company Seller in this Agreement to be or become untrue in any material respect; or (i) enter into any leases or commitments in respect of leases for cars or other vehicles.

Certain Prohibited Transactions. The Except as set forth on Schedule 5.02, the Company shall not not, and the Seller shall not, without the prior written approval consent of Acquiring Corporation and StockholderBuyer, cause or permit the Company to: (a) incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise become responsible for obligations of any other individual, partnership, firm or corporation, or make any loans or advances to any individual, partnership, firm or corporation, except in the ordinary course of business and consistent with past practicepractice , except that in no event shall the Company make any loans or advances to the Seller or any of its affiliates or any officers, directors or employees of the Company or the Seller (other than making advances to the Seller in an amount equal to the normal monthly interest and principal payments due pursuant to the terms of the SBA Loan (as hereinafter defined); (b) issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities; (c) pay or incur any obligation to pay any dividend on its capital stock the Shares or make or incur any obligation to make any distribution or redemption with respect to capital stockthe Shares; (dc) make any change to its Certificate the Articles of Incorporation or bylawsBylaws of the Company or institute any action or proceeding to dissolve the Company; (ed) mortgage, pledge or otherwise encumber any of its the properties or assets of the Company or sell, transfer or otherwise dispose of any of its the properties or assets of the Company (other than in the ordinary course of business) or cancel, release or assign any indebtedness owed to it the Company or any claims held by it, except in the ordinary course of business and consistent with past practiceCompany; (fe) make any investment of a capital nature either by purchase of stock or securities, contributions contribution to capital, loan, property transfer or otherwise, or by the purchase of any property or assets of any other individual, partnership, firm or corporation, except in the ordinary course of business and consistent with past practice; (gf) enter into or terminate any material contract or agreement, or make any material change in any of its leases and material Contracts, except for customer Contracts entered into in the ordinary course of business, consistent with prior practice; (g) (i) increase the compensation payable or to become payable to the officers, directors or employees of the Company; (ii) change the employment conditions of any employee of the Company; (iii) grant any severance or termination pay to, or enter into any employment or severance agreement with, any of the directors, officers or employees of the Company; or (iv) establish, adopt, enter into or amend any bonus, profit sharing, trust, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees of the Company or take any action to accelerate any rights or benefits thereunder; (h) (i) change any accounting policies or procedures of the Company or make any change in any accounting methods or systems of internal accounting controls, except as may be appropriate to conform to changes in GAAP; or (ii) make any Tax election; (i) increase or decrease prices charged to the Clients of the Company, other than in the ordinary course of business and consistent with past practice, or fail to use all commercially reasonable efforts to enforce any Contract or other agreement with any customer or supplier, collect its accounts receivable, or pay its accounts payable, in each case in the ordinary course of business consistent with past practice; (j) enter into any Contract or transaction with any directors, officers or employees of the Company or any entity in which any such director, officer, or employees has a direct or indirect interest, whether or not in the ordinary course of business; or (hk) engage agree, in writing or otherwise, to take or authorize any business other than of the type it currently conducts; or (i) do foregoing actions or any other act action which would cause any representation representation, warranty, covenant or warranty agreement of Acquiring Corporation and the Company Seller in this Agreement to be or to become untrue in any material respectuntrue.

Certain Prohibited Transactions. The Until the earlier of the ------------------------------- Closing or the termination of this Agreement in accordance with its terms, the Shareholders shall not permit the Company to, and the Company shall not without the prior written approval of Acquiring Corporation and Stockholdernot, except as permitted or contemplated by this Agreement or as otherwise consented to by Buyer in writing: (a) outside of the ordinary course of business, incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise become responsible for obligations of any other individual, partnership, firm or corporationPerson, or make any loans or advances to any individual, partnership, firm or corporationPerson, except trade payables incurred in the ordinary course of business and consistent with past practice; (b) issue any shares of its capital stock or any other securities or any securities convertible into shares of its their capital stock or any other securities; (c) pay or incur any obligation to pay any dividend on its capital stock or make or incur any obligation to make any distribution of assets in kind or redemption with respect to capital stock; (d) make any change to its Certificate of Incorporation or bylawsbylaws except as may be necessary to consummate the transactions contemplated by this Agreement; (e) relative to the Business, mortgage, pledge or otherwise encumber any of its properties or assets or sell, transfer or otherwise dispose of any of its properties or assets or cancel, release or assign any indebtedness owed to it or any claims held by itthem, except in the ordinary course of business and consistent with past practice; (f) relative to the Business, make any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of in any property or assets of any other individual, partnership, firm or corporationPerson, except in the ordinary course of business and consistent with past practice; (g) relative to the Business, enter into or terminate any material contract or agreement, or make any material change in any of its leases and Leases or Contracts, other than in the ordinary course of business and consistent with past practice; or (h) engage in any business other than the type it currently conducts; or (i) do any other act which would cause any representation or warranty of Acquiring Corporation and the Company or any Shareholder in this Agreement to be or become untrue in any material respect.

Certain Prohibited Transactions. The Company During the period from the date hereof through the Closing Date, Sellers shall not permit the Company or its Subsidiary to, without the prior written approval of Acquiring Corporation and StockholderBuyer: (a) incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise become responsible for obligations of any other individual, partnership, firm or corporation, or make any loans or advances to any individual, partnership, firm or corporation, except in the ordinary course of business and consistent with past practice; (b) issue any shares of its capital stock or any other securities or any securities convertible into shares of its capital stock or any other securities; (c) pay or incur any obligation to pay any dividend on its capital stock or make or incur any obligation to make any distribution or redemption with respect to capital stock; (d) make any change to its Certificate of Incorporation or bylawsBy-laws; (e) mortgage, pledge or otherwise encumber any of its properties or assets or assets, sell, transfer or otherwise dispose of any of its properties or assets or cancel, release or assign any indebtedness owed to it or any claims held by it, except in the ordinary course of business and consistent with past practice; (f) make any investment of a capital nature either by purchase of stock or securities, contributions to capital, property transfer or otherwise, or by the purchase of any property or assets of any other individual, partnership, firm or corporationcorporation (including entering into any capitalized leases), except in the ordinary course of business and consistent with past practice; (g) except as set forth in the Disclosure Schedule, enter into or terminate any material contract or agreement, or make any material change in any of its leases Leases and Contracts, other than in the ordinary course of business and consistent with past practice; or; (h) engage in any business other than the type it currently conducts; or (i) do any other act which would cause any representation or warranty of Acquiring Corporation and the Company or Sellers in this Agreement to be or become untrue in any material respect; or (i) enter into any leases or commitments in respect of leases for cars or other vehicles; (j) settle any pending Action for an amount in excess of $100,000; (k) pay or incur any obligations to pay, directly or indirectly, any cash or property of the Company or its Subsidiary to UMS or accrue any amounts on the books and records of the Company or its Subsidiary with respect to such payments or obligations, other than the Permitted Reimbursements; or (l) enter into any "take or pay" contracts or commitments.