Common use of Interim Operations Clause in Contracts

Interim Operations. Prior to the Closing Date, unless the Company has consented in writing thereto, Assignor: (i) shall conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall use its reasonable efforts to preserve intact its business organization and goodwill and maintain satisfactory relationships with those persons having business relationships with it; (iii) shall promptly notify the Company of (x) any material change in its condition (financial or otherwise), business, properties, assets, liabilities or the normal course of its business or of its properties, (y) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (z) the breach of any representation or warranty contained herein; (iv) shall not issue any shares of its capital stock or securities; (v) shall not (w) incur, create, assume or otherwise become liable for borrowed money or assume, guarantee, endorse or otherwise become responsible or liable for the obligations of any other individual, corporation or other entity, (x) make any loans or advances to any other person, except in each case in the ordinary course of business, (y) acquire (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of stock or securities, contributions of capital or property transfer or, except in the ordinary course of business, consistent with past practice, purchase any property or assets of any other person or (z) effect a sale or other disposition of any of the Assets or allow the creation of any lien or encumbrance thereon; (vi) shall not (x) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests or (y) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or make any commitment for any such action; (vii) shall not amend or otherwise change its articles of incorporation or bylaws or equivalent organizational documents (viii) shall not increase the compensation payable or to become payable to its officers or employees, pay any employment related or other bonus to its shareholder, or, except as presently bound to do, grant any severance or termination pay to, or enter into any employment or severance agreement with, any of its directors, officers or other employees; (ix) shall not take any action other than in the ordinary course of business and in a manner consistent with past practice with respect to accounting policies or procedures; and (x) shall not agree, in writing or otherwise, to take any of the foregoing actions or take any action which would make any representation or warranty in this Agreement untrue or incorrect as of the Closing Date.

Interim Operations. Prior The Company covenants and agrees that, after the date hereof and prior to the Closing Dateearlier of the termination of this Agreement or the Effective Time (unless Parent shall otherwise approve in writing, unless and except as otherwise expressly contemplated by this Agreement) and except as required by applicable Laws, its business shall be conducted in the Company has consented in writing theretoordinary and usual course and, Assignor: (i) shall conduct its operations according to its usualthe extent consistent therewith, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) it shall use its commercially reasonable efforts to preserve their business organizations intact its business organization and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and maintain satisfactory relationships with those persons having business relationships with itassociates and keep available the services of the present executive officers or key employees of the Company. Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required or expressly permitted by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld or delayed), (C) as required by applicable Law, or (D) as set forth in Section 6.1 of the Company Disclosure Letter, the Company will not: (a) adopt or propose any change in its certificate of incorporation or bylaws or other applicable governing instruments; (iiib) shall promptly notify merge or consolidate the Company with any other Person or restructure, reorganize or completely or partially liquidate; (c) acquire assets or any securities of any business from any other Person, in any transaction or series of related transactions, other than (xi) any material change acquisitions pursuant to Contracts in its condition (financial or otherwise), business, properties, assets, liabilities or effect as of the normal course date of its business or of its propertiesthis Agreement, (yii) any material litigation acquisitions with a value or material governmental complaints, investigations or hearings (or communications indicating that purchase price in the same may be contemplated)aggregate of less than $200,000, or (ziii) acquisitions of inventory, supplies, and other purchases in the breach ordinary course of any representation or warranty contained hereinbusiness; (ivd) shall not issue issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, lease, license, guarantee or encumbrance of, any shares of capital stock of the Company, or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, other than required issuances of shares of Company Common Stock upon the exercise of Company Stock Options outstanding as of the date of this Agreement; (e) create or incur any Lien material to the Company on any assets of the Company having a value in excess of $100,000 in the aggregate; (f) make any loans, advances or capital contributions to or investments in any Person in excess of $100,000 in the aggregate; (g) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock or enter into any agreement with respect to the voting of its capital stock; (h) reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock or securitiesstock; (vi) shall not (w) incur, create, assume or otherwise become liable incur any indebtedness for borrowed money or assumeguarantee such indebtedness of another Person, guarantee, endorse or otherwise become responsible issue or liable for the obligations of sell any other individual, corporation debt securities or warrants or other entityrights to acquire any debt security of the Company, except for (i) indebtedness for borrowed money incurred in the ordinary course of business consistent with past practices not to exceed $100,000 in the aggregate, (xii) indebtedness for borrowed money in replacement of existing indebtedness for borrowed money on terms substantially consistent with or more beneficial than the indebtedness being replaced, or (iii) interest rate swaps on customary commercial terms consistent with past practice and not to exceed $100,000 of notional debt in the aggregate; (j) except as set forth in the capital budgets set forth in Section 6.1(a)(x) of the Company Disclosure Letter and consistent therewith, make or authorize any capital expenditure in excess of $100,000 in the aggregate during any 12 month period; (k) enter into any Contract, other than a Customer Contract, that is reasonably likely to require aggregate annual payments to or from the Company of more than $250,000 or that is reasonably likely to require aggregate payments to or from the company of more than $500,000; (l) enter into any Contract, other than a Customer Contract, that would have been a Material Contract had it been entered into prior to this Agreement; (m) make any loans changes with respect to accounting policies or advances procedures, except as required by changes in GAAP; (n) settle any litigation or other proceedings before a Governmental Entity for an amount in excess of $100,000 (net of insurance coverage) or any obligation or liability of the Company in excess of such amount; (o) amend, modify or terminate any Material Contract, or cancel, modify or waive any debts or claims held by it under any Material Contract or waive any rights under any Material Contract; (p) make or change any Tax election, change an annual accounting period, file any amended Tax Return, enter into any closing agreement, waive or extend any statute of limitation with respect to Taxes, settle or compromise any Tax liability, claim or assessment, surrender any right to claim a refund of Taxes or take any other personsimilar action relating to the filing of any Tax Return or the payment of any Tax; (q) transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any assets, product lines or businesses of the Company, except in each case for product sales in the ordinary course of business, (y) acquire (includingsales of obsolete assets or sales, without limitationleases, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership licenses or other business organization dispositions of assets with a fair market value not in excess of $100,000 the aggregate, other than pursuant to Contracts in effect prior to the date of this Agreement; (r) except as required pursuant to existing written, binding agreements in effect prior to the date of this Agreement and set forth in Section 5.1(h)(i) of the Company Disclosure Letter, (i) grant or division thereof provide any severance or termination payments or benefits to any assetsdirector, officer, employee or other service provider of the Company, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to, or make any investment either by purchase new equity awards to any director, officer, employee or other service provider of stock the Company, (iii) establish, adopt, amend or securities, contributions of capital terminate any Company Benefit Plan or property transfer or, except in amend the ordinary course of business, consistent with past practice, purchase any property or assets terms of any outstanding equity-based awards, (iv) take any action to accelerate the vesting or payment, or fund or in any other person way secure the payment, of compensation or benefits under any Company Benefit Plan, to the extent not already provided in any such Company Benefit Plan, (zv) effect a sale change any actuarial or other disposition of any of the Assets or allow the creation of any lien or encumbrance thereon; (vi) shall not (x) declare, set aside or pay any dividend or make any other distribution or payment assumptions used to calculate funding obligations with respect to any shares of its capital stock or other ownership interests or (y) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or make any commitment for any such action; (vii) shall not amend or otherwise change its articles of incorporation or bylaws or equivalent organizational documents (viii) shall not increase the compensation payable Company Benefit Plan or to become payable change the manner in which contributions to its officers such plans are made or employees, pay any employment related or other bonus to its shareholder, orthe basis on which such contributions are determined, except as presently bound to do, grant any severance or termination pay tomay be required by GAAP, or enter into (vi) forgive any employment or severance agreement with, any of its loans to directors, officers or other employeesemployees of the Company; (ixs) shall not take any action other than in the ordinary course of business and in a manner consistent with past practice with respect to accounting policies or procedures; and (x) shall not agree, in writing or otherwise, omit to take any action that is reasonably likely to result in any of the foregoing actions conditions to the Merger set forth in Article VIII not being satisfied; or (t) agree, authorize or take commit to do any action which would make any representation or warranty in this Agreement untrue or incorrect as of the Closing Dateforegoing.

Interim Operations. Prior (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Closing DateEffective Time (unless Parent shall otherwise approve in writing, unless the Company has consented in writing thereto, Assignor:and except as otherwise expressly contemplated by this Agreement): (i) it and its Subsidiaries' businesses shall conduct be conducted in the ordinary and usual course (it being understood and agreed that nothing contained herein shall permit the Company to enter into or engage in (through acquisition, product extension or otherwise) the business of selling any products or services materially different from existing products or services of the Company and its operations according to its usual, regular and ordinary course Subsidiaries or entering into or engaging in substantially the same manner as heretofore conductednew lines of business); (ii) it and its Subsidiaries shall use its reasonable their respective best efforts to preserve their business organizations intact its business organization and maintain their existing relations and goodwill with customers, vendors, suppliers, creditors, lessors, regulators, employees and maintain satisfactory relationships with those persons having business relationships with itassociates; (iii) it shall promptly notify not (A) issue, sell, pledge, dispose of or encumber any capital stock owned by it in any of its Subsidiaries; (B) amend its articles of incorporation or by-laws or adopt any rights agreement or similar agreement; (C) split, combine or reclassify its outstanding shares of capital stock; (D) authorize, declare, set aside or pay any dividend or other distribution payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly owned Subsidiaries; or (E) repurchase, redeem or otherwise acquire, or permit any of its Subsidiaries to purchase or otherwise acquire, any shares of its stock or any securities convertible into or exchangeable or exercisable for any shares of its stock; (iv) neither it nor any of its Subsidiaries shall (A) issue, sell, pledge, dispose of or encumber any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its capital stock of any class or any other property or assets; (B) other than in the ordinary and usual course of business, transfer, lease, license, guarantee, sell, mortgage, pledge, dispose of or encumber any other property or assets (including capital stock of any of its Subsidiaries) or incur or modify any material indebtedness or other liability, except for immaterial Liens arising by operation of law; (C) make or authorize or commit to any capital expenditures other than as set forth in Section 6.1(a)(iv)(C) of the Company Disclosure Letter; or (D) make any acquisition of, or investment in, assets or stock of any other Person; (xv) neither it nor any material change of its Subsidiaries shall terminate, establish, adopt, enter into, make any new grants or awards under, amend or otherwise modify, any Compensation and Benefit Plans except as required by Law or increase the salary, wage, bonus or other compensation of any employees except increases for employees who are not executive officers of the Company occurring in the ordinary and usual course of business (which shall include normal periodic performance reviews and related compensation and benefit increases); (vi) neither it nor any of its condition Subsidiaries shall pay, discharge, settle or satisfy any claims, liabilities or obligations (financial absolute, accrued, asserted or unasserted, contingent or otherwise), businessother than the payment, properties, assetsdischarge or satisfaction of claims, liabilities or obligations in the normal ordinary and usual course of its business or business; (vii) neither it nor any of its propertiesSubsidiaries shall make or change any material Tax election, settle any audit, file any amended Tax Returns or permit any insurance policy naming it as a beneficiary or loss-payable payee to be canceled or terminated except in the ordinary and usual course of business; (viii) neither it nor any of its Subsidiaries shall enter into any Contract containing any provision or covenant limiting in any respect the ability of the Company or any of its Subsidiaries or any of their "AFFILIATES" (as defined in Rule 12b-2 under the Exchange Act) to (A) sell any products or services of or to any other Person, (yB) engage in any line of business (including geographic limitations) or (C) compete with or obtain products or services from any Person, or limiting the ability of any Person to provide products or services to the Company or any of its Subsidiaries or their Affiliates; (ix) neither it nor any of its Subsidiaries will terminate, or amend, or modify in any material respect, any Material Company Contract; (x) neither it nor any of its Subsidiaries shall take any action or omit to take any action that would cause any of its representations and warranties herein to become untrue in any material respect; and (xi) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoing. (b) During the period from the date of this Agreement through the Effective Time, (i) as requested by Parent, the Company shall confer on a regular basis with one or more representatives of Parent with respect to material operational matters, (ii) upon the knowledge of the executive officers of the Company of any event or occurrence that is reasonably likely to result in a Company Material Adverse Effect, any material litigation or material governmental complaints, investigations investigation or hearings (or communications indicating that the same may be contemplated), or (z) the breach in any material respect of any representation representation, warranty or warranty covenant contained herein; (iv) shall not issue any shares of its capital stock , or securities; (v) shall not (w) incur, create, assume or otherwise become liable for borrowed money or assume, guarantee, endorse or otherwise become responsible or liable for the obligations failure of any other individualcondition precedent to the Merger, corporation or other entity, the Company shall promptly notify Parent thereof and (xiii) make any loans or advances to any other person, except in each case in upon the ordinary course knowledge of business, (y) acquire (including, without limitation, for cash or shares the executive officers of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of stock or securities, contributions of capital or property transfer or, except in the ordinary course of business, consistent with past practice, purchase any property or assets Parent of any other person event or (z) effect occurrence that is reasonably likely to result in a sale Parent Material Adverse Effect or other disposition the failure of any of condition precedent to the Assets or allow Merger, Parent shall promptly notify the creation of any lien or encumbrance thereon; (vi) shall not (x) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests or (y) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or make any commitment for any such action; (vii) shall not amend or otherwise change its articles of incorporation or bylaws or equivalent organizational documents (viii) shall not increase the compensation payable or to become payable to its officers or employees, pay any employment related or other bonus to its shareholder, or, except as presently bound to do, grant any severance or termination pay to, or enter into any employment or severance agreement with, any of its directors, officers or other employees; (ix) shall not take any action other than in the ordinary course of business and in a manner consistent with past practice with respect to accounting policies or procedures; and (x) shall not agree, in writing or otherwise, to take any of the foregoing actions or take any action which would make any representation or warranty in this Agreement untrue or incorrect as of the Closing DateCompany thereof.

Interim Operations. Prior to the Closing Date, unless the Company has consented in writing thereto, Assignorthe Operating Company: (i) shall conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall use its reasonable efforts to preserve intact its business organization and goodwill and maintain satisfactory relationships with those persons having business relationships with it; (iii) shall promptly notify the Company of (x) any material change in its condition (financial or otherwise), business, properties, assets, liabilities or the normal course of its business or of its properties, (y) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (z) the breach of any representation or warranty contained herein; (iv) shall not issue any shares of its capital stock or securities;equity interest; 9 (v) shall not (w) incur, create, assume or otherwise become liable for borrowed money or assume, guarantee, endorse or otherwise become responsible or liable for the obligations of any other individual, corporation or other entity, (x) make any loans or advances to any other person, except in each case in the ordinary course of business, (y) acquire (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of stock or securities, contributions of capital or property transfer or, except in the ordinary course of business, consistent with past practice, purchase any property or assets of any other person or (z) effect a sale or other disposition of any of the Assets or allow the creation of any lien or encumbrance thereon; (vi) shall not (x) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests interest, other than such distributions or payments as are consistent with past practice or (y) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or make any commitment for any such action; (vii) shall not amend or otherwise change its articles of incorporation or bylaws incorporation, by-laws or equivalent organizational documents; (viii) shall not increase the compensation payable or to become payable to its officers or employees, pay any employment related or other bonus to its shareholder, or, except as presently bound to do, grant any severance or termination pay to, or enter into any employment or severance agreement with, any of its directors, officers or other employees; (ix) shall not take any action other than in the ordinary course of business and in a manner consistent with past practice with respect to accounting policies or procedures; and (x) shall not agree, in writing or otherwise, to take any of the foregoing actions or take any action which would make any representation or warranty in this Agreement untrue or incorrect as of the Closing Date.

Interim Operations. Prior to (a) From the date hereof until the Closing DateDate or the earlier termination of this Agreement (the “Interim Period”), unless except as set forth on Schedule 6.01(a) or as contemplated by this Agreement, Seller shall (x) use commercially reasonable efforts to cause the Company has consented Targets to conduct the Business only in writing theretothe ordinary course of business in all material respects, Assignor:(y) use its commercially reasonable efforts to preserve the present business operations of the Business, its work force, and relations with suppliers and customers and (z) cause each of the Targets not to undertake any of the following without Buyer’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed and shall not be required if seeking such consent would violate applicable Law): (i) shall conduct amend its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conductedorganizational documents; (ii) shall use issue, sell, deliver or transfer any of its reasonable efforts to preserve intact its business organization and goodwill and maintain satisfactory relationships with those persons having business relationships with itequity interests or other securities; (iii) shall promptly notify the Company of (x) split, combine, or reclassify any material change in its condition (financial or otherwise), business, properties, assets, liabilities or the normal course of its business outstanding equity interests or repurchase, redeem or otherwise acquire any of its properties, (y) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (z) the breach of any representation or warranty contained hereinequity interests; (iv) shall not issue any shares adopt a plan of its capital stock complete or securitiespartial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization; (v) shall not (w) incur, create, assume or otherwise become liable for borrowed money or assume, guarantee, endorse or assume any Indebtedness except for any (A) Indebtedness that will be paid off or terminated or will no longer be binding on the Targets at or prior to the Closing and (B) Intercompany Indebtedness; (vi) create, or permit to be created, any Lien (other than a Permitted Lien, a Statutory Lien or a Lien that will be terminated at or prior to the Closing) against any of the material assets or properties of any of the Targets, or allow any such material assets or properties to become subject to any Lien (other than a Permitted Lien, a Statutory Lien or a Lien that will be terminated at or prior to the Closing); (vii) sell, transfer, convey or otherwise become responsible or liable for the obligations dispose of any material assets or properties of any of the Targets other individual, corporation or other entity, (x) make any loans or advances to any other person, except in each case than the sale of inventory and the disposition of obsolete assets in the ordinary course of business, ; (yviii) acquire (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporationfail to maintain its limited liability company, partnership or other business organization or division thereof or any assetscorporate existence, as applicable, or make consolidate with any investment either by other Person; (ix) acquire all or substantially all of the assets or stock of any other Person; (x) purchase any securities of stock or securities, contributions of capital or property transfer orany Person, except for short term investments made in the ordinary course of business, consistent with past practice, purchase any property or assets of any other person or (z) effect a sale or other disposition of any of the Assets or allow the creation of any lien or encumbrance thereon; (vixi) shall not (x) declareenter into, set aside terminate or pay amend in any dividend or make material respect any other distribution or payment with respect to any shares of its capital stock or other ownership interests or (y) directly or indirectly redeemMaterial Contract, purchase or otherwise acquire any shares of its capital stock or make any commitment for except any such actionMaterial Contract that is entered into, terminated or amended in the ordinary course of business; (viixii) shall not amend other than as provided on Schedule 6.01(a)(xii), (A) increase the salary or otherwise change its articles other compensation of incorporation any employee of the Targets or bylaws (B) grant any bonus, benefit or equivalent organizational documentsother direct or indirect compensation to any employee of the Targets; (viiixiii) shall not other than as provided on Schedule 6.01(a)(xiii), (A) increase the compensation payable coverage or to become payable to its officers or employeesbenefits available under an Employee Benefit Plan, pay any employment related or other bonus to its shareholder, or, except as presently bound to do, grant any severance or termination pay to, or (B) enter into any employment employment, deferred compensation, severance, special pay, consulting, non-competition or severance similar agreement withor arrangement with any employee of the Targets (or amend any such agreement), any or (C) change the number of its directorsPersons employed or engaged in the Business (except to the extent employees resign or are terminated in the ordinary course of business); provided, officers however, that if there is a vacancy in a senior management or other employees; similar position, Seller shall cause the Targets not to fill such position (ix) shall not take any action other than with a current or senior manager of the Targets) in the ordinary course of business and or otherwise; (xiv) (A) make, change or rescind any material election relating to Taxes, (B) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to material Taxes, or consent to any waiver of the statute of limitations thereof (other than any such settlement, compromise or consent regarding Taxes that are currently subject to an audit), (C) except as may be required by Law, make any change to any of its methods of reporting income or deductions for Tax purposes from those employed in the preparation of its most recently filed Tax Returns, (D) change any annual Tax accounting period, (E) adopt or change any method of Tax accounting, (F) obtain any Tax ruling or enter into any closing agreement or (G) amend any material Tax Returns or file claims for any material Tax refunds (other than any Tax Return currently subject to an audit); (xv) enter into any commitment for capital expenditures in excess of those set forth on Schedule 6.01(a)(xv); (xvi) institute, settle or compromise any Action, (A) in a manner consistent with past practice with respect that would result in any material restrictions on the conduct of the Business as it is currently being conducted or (B) in an amount in excess of $500,000 for any individual Action (other than as to accounting policies or procedures; andany Action for which such amount is assumed by Seller); (xxvii) shall change or modify its current credit, collection or payment policies, procedures or practices in any material respect, including such policies, procedures or practices, acceleration of collections or receivables (whether or not agreepast due) or fail to pay or delay payment of payables or other Liabilities; or (xviii) agree to do anything prohibited by this Section ‎6.01. (b) Without in any way limiting Buyer’s or Seller’s rights or obligations under this Agreement, in writing or otherwiseBuyer and Seller understand and agree that (i) during the Interim Period, to take any of the foregoing actions or take any action which would make any representation or warranty nothing contained in this Agreement untrue shall give Buyer, directly or incorrect as indirectly, the right to control or direct the operation of the Closing DateBusiness and (ii) during the Interim Period, Seller and the Targets shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective businesses and operations.

Interim Operations. (1) Prior to the Closing DateEffective Time, except as may be described in any other provision of this Agreement, unless the Company Entrade has consented in writing thereto, Assignoreach of the Stockholders and PAR: (i) shall cause PAR to conduct its operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted; course; (ii) shall use its reasonable efforts to preserve intact its business organization and goodwill and maintain satisfactory relationships with those persons having business relationships with it; not amend the articles of incorporation or bylaws of PAR; (iii) shall promptly notify the Company Entrade of (x) any material change in its condition (financial or otherwise), business, properties, assets, liabilities or the normal course of its business or of its properties, (y) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (z) the breach of any representation or warranty contained herein; herein or any PAR Material Adverse Effect; (iv) shall not permit PAR to (x) issue any shares of its capital stock, effect any stock split or securities; otherwise change its capitalization as it existed on the date hereof, or (y) grant, confer or award any option, warrant, conversion right or other right to acquire any shares of its capital stock; (v) shall not (w) incur, create, assume or otherwise become liable for borrowed money or assume, guarantee, endorse or otherwise become responsible or liable for the obligations of any other individual, corporation or other entity, (x) make any loans or advances permit PAR to any other person, except in each case in the ordinary course of business, (y) acquire (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of stock or securities, contributions of capital or property transfer or, except in the ordinary course of business, consistent with past practice, purchase any property or assets of any other person or (z) effect a sale or other disposition of any of the Assets or allow the creation of any lien or encumbrance thereon; (vi) shall not (x) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its PAR's capital stock or other ownership interests or (y) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or make any commitment for any such action; ; (vi) shall not permit PAR to sell, lease or otherwise dispose of any of its assets, or to acquire any business or assets; (vii) shall not, and shall not amend permit PAR to (x) enter into any contract or otherwise change its articles agreement of incorporation any kind or bylaws (y) incur any amount of indebtedness for borrowed money or equivalent organizational documents any other obligation or liability of any kind, make any loans, advances or capital contributions to, or investments in, any other person, or issue or sell any debt securities; and (viii) shall not increase permit PAR to mortgage or otherwise encumber or subject to any lien any of its properties. (2) Prior to the compensation payable or to become payable to its officers or employees, pay any employment related or other bonus to its shareholder, orEffective Time, except as presently bound to dootherwise described in this Agreement, grant any severance or termination pay tounless PAR has consented in writing thereto, or enter into any employment or severance agreement with, any of its directors, officers or other employees;Entrade: (ixi) shall not take effect any action other than in the ordinary course stock split of business and in a manner consistent with past practice with respect to accounting policies or proceduresits capital stock; and (xii) shall not agree, in writing or otherwise, to take effect any stock dividend of the foregoing actions or take its capital stock; (iii) shall promptly notify PAR of any action which would make breach of any representation or warranty in contained herein or any Entrade Material Adverse Effect; and (iv) shall promptly deliver to PAR and the Stockholders true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement untrue or incorrect as of the Closing DateAgreement.

Interim Operations. (a) Prior to the Closing DateEffective Time, except as set ------------------ forth in the Company Disclosure Letter or as contemplated by any other provision of this Agreement, unless the Company Purchaser has consented in writing thereto, Assignorthe Company: (i) shall, and shall cause each of its Significant Subsidiaries to, conduct its operations according to its their usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall use not amend its reasonable efforts Certificate of Incorporation or Bylaws or comparable governing instruments (other than to preserve intact its business organization and goodwill and maintain satisfactory relationships with those persons having business relationships with itpermit the consummation of the transactions contemplated by this Agreement); (iii) shall promptly notify the Company Purchaser of (x) any material change in its condition (financial or otherwise), business, properties, assets, liabilities or the normal course of its business or of its properties, (y) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (z) the breach of any representation or warranty contained hereinherein or any Company Material Adverse Effect; (iv) shall not issue promptly deliver to the Purchaser true and correct copies of any shares report, statement or schedule filed with the SEC subsequent to the date of its capital stock or securitiesthis Agreement; (v) shall not (wx) incurexcept pursuant to the exercise of options, createwarrants, assume conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, or pursuant to the Recapitalization issue any shares of its capital stock, effect any stock split or otherwise become liable for borrowed money or assume, guarantee, endorse or otherwise become responsible or liable for change its capitalization as it existed on the obligations of any other individual, corporation or other entity, (x) make any loans or advances to any other person, except in each case in the ordinary course of businessdate hereof, (y) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire (including, without limitation, for cash or any shares of its capital stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of stock or securities, contributions of capital or property transfer or, except in the ordinary course of business, consistent with past practice, purchase any property or assets of any other person or (z) effect a sale adopt any new employee benefit plan (including any stock option, stock benefit or other disposition of stock purchase plan) or amend any of the Assets or allow the creation of existing employee benefit plan in any lien or encumbrance thereonmaterial respect; (vi) shall not (xi) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests (other than regular quarterly cash dividends not in excess of $.05 per share) or (yii) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiaries, or make any commitment for any such action; (vii) shall not amend or otherwise change its articles of incorporation or bylaws or equivalent organizational documents (viii) not, and shall not increase the compensation payable or to become payable to its officers or employees, pay any employment related or other bonus to its shareholder, or, except as presently bound to do, grant any severance or termination pay to, or enter into any employment or severance agreement with, permit any of its directorsSubsidiaries to, officers sell, lease or other employees; otherwise dispose of any of its assets (ixincluding capital stock of Subsidiaries) shall not take any action other than except in the ordinary course of business and in a manner consistent with past practice with respect practice, or to accounting policies acquire any business or proceduresassets, in each case for an amount exceeding $25,000,000. (viii) shall not incur any material amount of indebtedness for borrowed money or make any loans, advances or capital contributions to, or investments (other than noncontrolling investments in the ordinary course of business) in any other person other than a wholly owned Company Subsidiary, or issue or sell any debt securities, other than borrowings under existing lines of credit in the ordinary course of business, in each case in an amount exceeding $35,000,000; and (xix) shall not agreemake any change to its accounting (including tax accounting) methods, principles or practices, except as may be required by generally accepted accounting principles and except, in writing the case of tax accounting methods, principles or otherwisepractices, to take in the ordinary course of business of the Company or any of its Subsidiaries. (b) Prior to the foregoing actions Effective Time, except as set forth in the Purchaser Disclosure Letter or take as contemplated by this Agreement, unless the Company and the Special Committee have consented in writing thereto, the Purchaser: (i) shall not issue any action which would make shares of its capital stock at less than fair market value (other than pursuant to any Purchaser Stock Plans) or effect any stock split of its capital stock; (ii) shall promptly notify the Company of any breach of any representation or warranty in contained herein or any Purchaser Material Adverse Effect; (iii) shall promptly deliver to the Company true and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement untrue Agreement; and (iv) shall not declare, set aside or incorrect as pay any dividend or make any other distribution or payment with respect to any shares of the Closing Dateits capital stock or other ownership interests (other than regular quarterly cash dividends not to exceed $0.05 per share).

Interim Operations. Prior to the Closing Date, unless the Company has consented in writing thereto, which consent will not be unreasonably withheld, Assignor: (i) shall conduct its operations according to its usual, regular and ordinary course in substantially the same manner as heretofore conducted; (ii) shall use its reasonable efforts to preserve intact its business organization and goodwill and maintain satisfactory relationships with those persons having business relationships with it; (iii) shall promptly notify the Company of (x) any material change in its condition (financial or otherwise), business, properties, assets, liabilities or the normal course of its business or of its properties, (y) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (z) the breach of any representation or warranty contained herein; (iv) shall not issue any shares of its capital stock or securities; (v) shall not (w) incur, create, assume or otherwise become liable for borrowed money or assume, guarantee, endorse or otherwise become responsible or liable for the obligations of any other individual, corporation or other entity, (x) make any loans or advances to any other person, except in each case in the ordinary course of business, (y) acquire (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of stock or securities, contributions of capital or property transfer or, except in the ordinary course of business, consistent with past practice, purchase any property or assets of any other person or (z) effect a sale or other disposition of any of the Assets or allow the creation of any lien or encumbrance thereon; (vi) shall not (x) declare, set aside or pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or other ownership interests or (y) directly or indirectly redeem, purchase or otherwise acquire any shares of its capital stock or make any commitment for any such action; (vii) shall not amend or otherwise change its articles of incorporation or bylaws or equivalent organizational documents (viii) shall not increase the compensation payable or to become payable to its officers or employees, pay any employment related or other bonus to its shareholder, or, except as presently bound to do, grant any severance or termination pay to, or enter into any employment or severance agreement with, any of its directors, officers or other employees; (ix) shall not take any action other than in the ordinary course of business and in a manner consistent with past practice with respect to accounting policies or procedures; and (x) shall not agree, in writing or otherwise, to take any of the foregoing actions or take any action which would make any representation or warranty in this Agreement untrue or incorrect as of the Closing Date.

Interim Operations. Prior From the Execution Date until the earlier of Effective Time or the termination of this Agreement pursuant to Article 7, except as set forth in Schedule 5.2 or as otherwise required herein, Company shall not, and shall cause its officers, directors, employees, consultants and advisors to not (in each case without the Closing Date, unless the Company has consented in writing thereto, Assignor:written consent of Parent): (ia) shall conduct Take any action that would constitute a breach of its operations according to its usual, regular representations and ordinary course in substantially the same manner as heretofore conductedwarranties; (iib) shall use Take any action that would prevent it from performing or cause it not to perform its reasonable efforts to preserve intact its business organization and goodwill and maintain satisfactory relationships with those persons having business relationships with itcovenants or closing conditions hereunder; (iiic) shall promptly notify Enter into, become bound by, or permit any of the Company of (x) assets owned or used by it to become bound by, any material change in its condition (financial Contract, or otherwise)amend, businessmodify or terminate, properties, assets, liabilities or the normal course of its business waive or of its properties, (y) exercise any material litigation right or remedy or grant, transfer, license or assign any material right or material governmental complaintsclaims under, investigations or hearings any material Contract (or communications indicating that the same may be contemplatedincluding any Intellectual Property Contract), or (z) the breach of any representation or warranty contained herein; (ivd) shall not issue Acquire, lease or license any shares right or other asset from any other Person or sell encumber, convey, assign, or otherwise dispose, encumber, pledge, grant or transfer, or lease or license or sublicense to any Person, or amend or modify, any material right or asset of its capital stock Company or securitiesinterest therein (including with respect to Intellectual Property) or waive or relinquish any material right or enter into any action that could materially change the value of Company without the prior consent of Parent; (ve) shall not (w) incurDeclare, create, assume or otherwise become liable for borrowed money or assume, guarantee, endorse or otherwise become responsible or liable for the obligations of any other individual, corporation or other entity, (x) make any loans or advances to any other person, except in each case in the ordinary course of business, (y) acquire (including, without limitation, for cash or shares of stock, by merger, consolidation, or acquisition of stock or assets) any interest in any corporation, partnership or other business organization or division thereof or any assets, or make any investment either by purchase of stock or securities, contributions of capital or property transfer or, except in the ordinary course of business, consistent with past practice, purchase any property or assets of any other person or (z) effect a sale or other disposition of any of the Assets or allow the creation of any lien or encumbrance thereon; (vi) shall not (x) declareaccrue, set aside or pay any dividend or make any other distribution or payment with in respect to of any shares of its capital stock, or repurchase, redeem or otherwise reacquire any shares of capital stock or other ownership interests securities or distribute cash outside of the Ordinary Course of Business; (yf) directly Use the proceeds of any bridge loans from its stockholders for any purpose other than for working capital for routine operating purposes (which may include Employee Payments included in the Adjustment Statement); (g) Sell, issue, grant or indirectly redeemauthorize the sale, purchase issuance or otherwise acquire grant of: (A) any shares of its capital stock or make other security; (B) any commitment for option, call, warrant or right to acquire any such action; (vii) shall not amend or otherwise change its articles of incorporation or bylaws or equivalent organizational documents (viii) shall not increase the compensation payable or to become payable to its officers or employees, pay any employment related capital stock or other bonus to its shareholder, or, except as presently bound to do, grant any severance or termination pay to, or enter into any employment or severance agreement with, any of its directors, officers or other employeessecurity; (ix) shall not take any action other than in the ordinary course of business and in a manner consistent with past practice with respect to accounting policies or procedures; and (x) shall not agree, in writing or otherwise, to take any of the foregoing actions or take any action which would make any representation or warranty in this Agreement untrue or incorrect as of the Closing Date.