Common use of Interim Operating Covenant Clause in Contracts

Interim Operating Covenant. Prior to the Convertible Note Closing, the Company and its Subsidiaries shall use their commercially reasonable efforts to operate their businesses in the ordinary course, and, without the prior written consent of Cartesian (which consent shall not be unreasonably withheld, conditioned or delayed), shall not, except in connection with the transaction contemplated in the Fuel Systems Merger Agreement: (a) declare, or make payment in respect of, any dividend or other distribution upon any shares of capital stock of the Company; (b) redeem, repurchase or acquire any capital stock of the Company or any of its Subsidiaries, other than repurchases of capital stock from employees, officers or directors of the Company or any of its Subsidiaries in the ordinary course of business pursuant to any of the Company’s agreements or plans in effect as of the date hereof; (c) amend the Organizational Documents of the Company or any Subsidiary, except as required in connection with the Merger; (d) authorize, issue or reclassify any capital stock, or securities exercisable for, exchangeable for or convertible into capital stock, of the Company or any Subsidiary other than issuances of capital stock, or securities exercisable for, exchangeable for or convertible into capital stock, of the Company to employees, officers and directors of the Company or any of its Subsidiaries in the ordinary course of business pursuant to any of the Company’s agreements or plans in effect as of the date hereof; or (e) agree or commit to do any of the foregoing.