Common use of Interim Operations Clause in Contracts

Interim Operations. From the date of this Agreement until the Closing Date, except as set forth in Section 4.1 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Purchaser has consented thereto, the Company shall, and shall cause each of its Subsidiaries to: (a) conduct its business and operations only in the ordinary course of business consistent with past practices; (b) use reasonable efforts to preserve intact the business organizations, rights, licenses, permits and franchises of the Company and its Subsidiaries, maintain their existing relationships with customers, suppliers and other Persons having business dealings with them and keep available the services of its officers and employees; (c) use reasonable efforts to keep in full force and effect adequate insurance coverages and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; (d) not amend or modify its articles of association, certificate of incorporation, by-laws or comparable governing documents; (e) not authorize for issuance, issue, sell, grant, deliver, pledge or encumber or agree or commit to issue, sell, grant, deliver, pledge or encumber (to or with any party other than the Company and any of its wholly-owned Subsidiaries) any shares of any class or series of capital stock of the Company or any of its Subsidiaries or any other equity or voting security or equity or voting interest of the Company or any of its Subsidiaries, any securities convertible into or exercisable or exchangeable for any such shares, securities or interests, or any options, warrants, calls, commitments, subscriptions or rights to purchase or acquire any such shares, securities or interests (other than issuances of Company Shares (i) upon exercise of outstanding Stock Options granted to directors, officers, employees and consultants of the Company in accordance with the Option Plans as currently in effect (ii) pursuant to conversion of the TOPrS); (f) not, except for conversion of the TOPrS in accordance with their terms, (i) split, combine or reclassify any shares of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, (ii) in the case of the Company or any Subsidiary of the Company that is not wholly-owned by the Company, declare, set aside or pay any dividends on, or make other distributions in respect of, any capital stock or (iii) repurchase, redeem or otherwise acquire, or agree or commit to repurchase, redeem or otherwise acquire, any shares of capital stock or other equity or debt securities or equity interests of the Company or any of its Subsidiaries (other than to fulfill its obligations under the Option Plans as currently in effect); (g) except as otherwise provided in this Agreement, not amend or otherwise modify the terms of any Stock Options or any Option Plan the effect of which would be to make such terms more favorable to the holders thereof or Persons eligible for participation therein; or reserve any additional Company Shares for issuance under any such Plan; 15

Interim Operations. From the date of this Agreement until the Closing Date, except as set forth in Section 4.1 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Purchaser has consented thereto, the (a) The Company shall, and shall cause each of its Subsidiaries to: , from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX (a) unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), and except as otherwise expressly required by this Agreement or as required by a Governmental Entity or applicable Law and any Material Contract in effect prior to the date of this Agreement), conduct its business and operations only in the ordinary course Ordinary Course of business Business and, to the extent consistent with past practices; (b) therewith, shall use and cause each of its Subsidiaries to use their respective commercially reasonable efforts to preserve intact the business organizations, rights, licenses, permits and franchises of the Company maintain its and its Subsidiaries’ relations and goodwill with Governmental Entities, maintain their existing relationships with customers, suppliers suppliers, licensors, licensees, distributors, creditors, lessors, employees, agents and business associates; provided that, during any period of full or partial suspension of operations in response to COVID-19 or any COVID-19 Measures, the Company or any of its Subsidiaries may, in response to COVID-19 or any COVID-19 Measures, take such actions as are reasonably necessary (x) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other Persons individuals having business dealings with them and keep available the services of its officers and employees; (c) use reasonable efforts to keep in full force and effect adequate insurance coverages and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; (d) not amend or modify its articles of association, certificate of incorporation, by-laws or comparable governing documents; (e) not authorize for issuance, issue, sell, grant, deliver, pledge or encumber or agree or commit to issue, sell, grant, deliver, pledge or encumber (to or with any party other than the Company and any of its wholly-owned Subsidiaries) any shares of any class or series of capital stock of the Company or any of its Subsidiaries or (y) to respond to third-party supply or service disruptions caused by COVID-19 or any other equity COVID-19 Measures, in each case of clause (x) and (y), subject to reasonable prior consultation with Parent to the extent reasonably practicable. Without limiting the generality of and in furtherance of the foregoing sentence, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, except as otherwise expressly required by this Agreement, as required by a Governmental Entity or voting security applicable Law, as approved in writing by Parent (such approval not to be unreasonably conditioned, withheld or equity delayed) or voting interest set forth in the corresponding subsection of Section 7.1(a) of the Company or any of its SubsidiariesDisclosure Schedule, any securities convertible into or exercisable or exchangeable for any such shares, securities or interests, or any options, warrants, calls, commitments, subscriptions or rights to purchase or acquire any such shares, securities or interests (other than issuances of Company Shares (i) upon exercise of outstanding Stock Options granted to directors, officers, employees and consultants of the Company in accordance with the Option Plans as currently in effect (ii) pursuant to conversion of the TOPrS); (f) not, except for conversion of the TOPrS in accordance with their terms, (i) split, combine or reclassify any shares of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, (ii) in the case of the Company or any Subsidiary of the Company that is shall not wholly-owned by the Company, declare, set aside or pay any dividends on, or make other distributions in respect of, any capital stock or (iii) repurchase, redeem or otherwise acquire, or agree or commit to repurchase, redeem or otherwise acquire, any shares of capital stock or other equity or debt securities or equity interests of the Company or any of and shall cause its Subsidiaries (other than to fulfill its obligations under the Option Plans as currently in effect); (g) except as otherwise provided in this Agreement, not amend or otherwise modify the terms of any Stock Options or any Option Plan the effect of which would be to make such terms more favorable to the holders thereof or Persons eligible for participation therein; or reserve any additional Company Shares for issuance under any such Plan; 15to:

Interim Operations. From Pursuant to the date of this Agreement until Merger Agreement, the Closing DateCompany has agreed that, except as set forth in Section 4.1 of the Company Disclosure Schedule or as expressly contemplated by any other provision the Merger Agreement or agreed to in writing by Parent, prior to the time the directors of this Agreement, unless Purchaser has consented theretothe Parent constitute a majority of the Company Board, the Company shall, and shall cause each of its Subsidiaries 22 to: , (a) conduct its business operations in all material respects according to their ordinary and operations only in the ordinary usual course of business consistent with past practicesin substantially the same manner as conducted prior to the date of the Merger Agreement; (b) use reasonable best efforts to preserve intact the its business organizationsorganization in all material respects, rights, licenses, permits and franchises of the Company and its Subsidiaries, maintain their existing relationships with customers, suppliers and other Persons having business dealings with them and keep available the services of its executive officers and employeeskey employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; (c) use reasonable efforts confer at such times as Parent may reasonably request with one or more representatives of Parent to keep report material operational matters and the general status of ongoing operations (in full force each case to the extent Parent reasonably requires such information) and effect adequate insurance coverages and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear exceptedconsult with Parent regarding material operational decisions; (d) not amend promptly notify Parent of any emergency or modify other change in the normal course of its articles businesses or in the operation of associationits properties and of any complaints, certificate investigations or hearings (or communications indicating that the same may be contemplated) of incorporation, by-laws any governmental body or comparable governing documentsauthority; (e) not authorize for issuance, issue, sell, grant, deliver, pledge or encumber pay any dividends on or agree or commit make any distribution with respect to issue, sell, grant, deliver, pledge or encumber (to or with any party other than the Company and any of its wholly-owned Subsidiaries) any outstanding shares of any class or series of capital stock of the Company or any of its Subsidiaries or any other equity or voting security or equity or voting interest of the Company or any of its Subsidiaries, any securities convertible into or exercisable or exchangeable for any such shares, securities or interests, or any options, warrants, calls, commitments, subscriptions or rights to purchase or acquire any such shares, securities or interests (other than issuances of Company Shares (i) upon exercise of outstanding Stock Options granted to directors, officers, employees and consultants of the Company in accordance with the Option Plans as currently in effect (ii) pursuant to conversion of the TOPrS)stock; (f) not, except for conversion as otherwise contemplated by the Merger Agreement or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their directors or executive officers; (g) not, subject to the TOPrS provisions described below under the heading "No Solicitation," authorize, announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination other than the Merger, any acquisition of a material amount of assets or securities, any disposition of a material amount of assets or securities or any release or relinquishment of any material contract rights, in accordance with their termseach case, not in the ordinary course of business; (h) not propose or adopt any amendments to its corporate charter or by-laws, except pursuant to the Merger as provided in the Merger Agreement; (i) splitnot issue any shares of capital stock, combine except upon exercise of options previously issued pursuant to existing employee plans, programs or reclassify arrangements and non-employee director plans; (j) not grant, confer or award any options, warrants, conversion rights or other rights not existing on the date of the Merger Agreement, to acquire any shares of its capital stock or issue or authorize or propose the issuance of any other securities in respect ofstock; (k) not purchase, in lieu ofredeem, or in substitution for, offer to purchase or redeem any shares of its capital stock or any securities convertible into or exchangeable for shares of stock, except for the deemed repurchase of options in accordance with the terms of the Merger Agreement, or purchases, redemptions and offers to purchase in the ordinary course of business in connection with employee incentive and benefit plans, programs or arrangements in existence on the date of the Merger Agreement; (l) not, except as contemplated by the Merger Agreement or as may be required by applicable law, amend in any material respect the terms of its employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements in existence on the date of the Merger Agreement, enter into or amend any employment or consulting agreement, adopt or enter into any new employee benefit plans, programs or arrangements or any severance or similar agreements or arrangements or increase the base salary of any person who is a party to a Change of Control Employment Agreement or make any payments under any benefit plan to any director, employee, independent contractor or consultant (except in the ordinary course of business and in amounts and in a manner consistent with past practice or as otherwise required by law or the provisions of such benefit plan); (m) not (i) enter into any material loan agreement or incur any indebtedness in excess of an aggregate of $100,000 or amend any Company credit facility to increase the amount that may be borrowed thereunder, (ii) make or enter into any agreement or contract for capital expenditures in the case excess of the Company or any Subsidiary of the Company that is not wholly-owned by the Company$50,000, declare, set aside or pay any dividends on, or make other distributions in respect of, any capital stock or (iii) repurchase, redeem enter into any lease for real property in excess of $50,000 or otherwise acquireany lease for personal property in excess of $20,000, or agree (iv) enter into any agreement or commit to repurchase, redeem or otherwise acquire, any shares contract outside of capital stock or other equity or debt securities or equity interests the ordinary course of business of the Company or any of its Subsidiaries (other than the Company's subsidiaries that involves performance of services or delivery of goods or materials by or to fulfill its obligations under the Option Plans as currently Company or any of the Company's subsidiaries of an amount or value in effect)excess of $50,000; (gn) not make or change any material Tax election, file any amendment to any federal income Tax Return unless required by law, enter into any closing agreement, or settle or compromise any material Tax liability; (o) not adjust, split, combine or reclassify its capital stock; (p) not enter into any agreement, understanding or arrangement with respect to the sale or voting of its capital stock; (q) not create any new subsidiaries; (r) except as otherwise provided in this required by the Merger Agreement, not amend take any action which could reasonably be expected to adversely affect or delay the ability of any of the parties to obtain any approval of any governmental or regulatory body required to consummate the transactions contemplated thereby; (s) not directly or indirectly sell, transfer, lease, pledge, mortgage, encumber or otherwise modify the terms dispose of any Stock Options material property or assets other than in the ordinary course of business; (t) not enter into any Option Plan the effect of which would be to make such terms more favorable to the holders thereof financial derivative contracts; (u) not change in any material respect its accounting policies, methods or Persons eligible for participation thereinprocedures except as required by GAAP; or reserve any additional Company Shares for issuance under any such Plan; 15(v) except as may 23

Interim Operations. From (a) Each of the Company and EFIH covenants and agrees as to itself and each of its Subsidiaries (other than the Oncor Entities and other than with respect to any entities, assets or liabilities to be contributed to Reorganized TCEH in the Reorganized TCEH Contributions or pursuant to the Plan of Reorganization) that, except (i) as otherwise specifically permitted or required by the provisions of this Agreement and the Plan of Reorganization, and any action reasonably necessary to effectuate the Reorganized TCEH Spin-Off, the Reorganized TCEH Contributions, the Preferred Stock Sale and the Reorganized TCEH Conversion, (ii) as Parent may approve in writing (such approval, not to be unreasonably withheld, delayed or conditioned), (iii) as is required by any applicable Law or any Governmental Entity; provided that, to the extent legally permissible, the Company or EFIH shall provide prompt written notice to Parent of any such requirement; (iv) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (v) as required by the Bankruptcy Court in the Chapter 11 Cases without any of the Debtors having requested or applied (or having requested that any of their respective Affiliates make such request or application) for the Bankruptcy Court to impose such requirement (and with the Company and EFIH, to the extent requested by Parent prior to such imposition, having used commercially reasonable efforts to challenge such imposition before the Bankruptcy Court), in each case after the date hereof and prior to the earlier of the Termination Date (as defined below) and the Effective Time, each of the Company and EFIH shall, and shall cause each of their respective Subsidiaries (other than the Oncor Entities and other than with respect to any entities, assets or liabilities to be contributed to Reorganized TCEH in the Reorganized TCEH Contributions or the Plan of Reorganization) to, conduct its business and the Chapter 11 Cases in accordance with the Bankruptcy Code and the orders of the Bankruptcy Court and use its reasonable best efforts to preserve its business organizations intact, and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, employees and business associates. Notwithstanding the foregoing, from the date of this Agreement until the Closing Dateearlier of the Termination Date and the Effective Time, except (A) as otherwise specifically permitted or required by the provisions of this Agreement and the Plan of Reorganization, and any action reasonably necessary to effectuate the Reorganized TCEH Spin-Off, the Reorganized TCEH Contributions, the Preferred Stock Sale and the Reorganized TCEH Conversion, (B) as Parent may approve in writing (such approval, not to be unreasonably withheld, delayed or conditioned), (C) as is required by any applicable Law or any Governmental Entity, (D) as set forth in Section 4.1 6.1(a) of the Company Disclosure Schedule Letter or (E) as expressly contemplated required by the Bankruptcy Court in the Chapter 11 Cases without any other provision of this Agreement, unless Purchaser has consented thereto, the Debtors having requested or applied (or having requested that any of their respective Affiliates make such request or application) for the Bankruptcy Court to impose such requirement (and with the Company shalland EFIH, and shall cause each of its Subsidiaries to: (a) conduct its business and operations only in to the ordinary course of business consistent with past practices; (b) use extent requested by Parent prior to such imposition, having used commercially reasonable efforts to preserve intact challenge such imposition before the business organizationsBankruptcy Court), rights, licenses, permits and franchises each of the Company and its Subsidiaries, maintain their existing relationships with customers, suppliers EFIH will not and other Persons having business dealings with them and keep available the services of its officers and employees; (c) use reasonable efforts to keep in full force and effect adequate insurance coverages and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; (d) will not amend or modify its articles of association, certificate of incorporation, by-laws or comparable governing documents; (e) not authorize for issuance, issue, sell, grant, deliver, pledge or encumber or agree or commit to issue, sell, grant, deliver, pledge or encumber (to or with any party other than the Company and permit any of its wholly-owned Subsidiaries) any shares of any class or series of capital stock of the Company or any of its Subsidiaries or any other equity or voting security or equity or voting interest of the Company or any of its Subsidiaries, any securities convertible into or exercisable or exchangeable for any such shares, securities or interests, or any options, warrants, calls, commitments, subscriptions or rights to purchase or acquire any such shares, securities or interests (other than issuances of Company Shares (i) upon exercise of outstanding Stock Options granted to directors, officers, employees and consultants of the Company in accordance with the Option Plans as currently in effect (ii) pursuant to conversion of the TOPrS); (f) not, except for conversion of the TOPrS in accordance with their terms, (i) split, combine or reclassify any shares of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, (ii) in the case of the Company or any Subsidiary of the Company that is not wholly-owned by the Company, declare, set aside or pay any dividends on, or make other distributions in respect of, any capital stock or (iii) repurchase, redeem or otherwise acquire, or agree or commit to repurchase, redeem or otherwise acquire, any shares of capital stock or other equity or debt securities or equity interests of the Company or any of its respective Subsidiaries (other than the Oncor Entities and other than with respect to fulfill its obligations under any asset, liability or entity to be contributed to Reorganized TCEH in the Option Plans as currently in effect); (g) except as otherwise provided in this Agreement, not amend Reorganized TCEH Contributions or otherwise modify the terms of any Stock Options or any Option Plan the effect of which would be to make such terms more favorable pursuant to the holders thereof or Persons eligible for participation therein; or reserve any additional Company Shares for issuance under any such Plan; 15Plan of Reorganization) to:

Interim Operations. From Pursuant to the Merger Agreement, Musicland has agreed (except to the extent expressly contemplated by the Merger Agreement or with the written consent of Best Buy), during the period from the date of this the Merger Agreement until to the Closing Date, except as set forth in Section 4.1 earlier of the Company Disclosure Schedule termination of the Merger Agreement or the Effective Time, to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as expressly contemplated by any other provision of this Agreementpreviously conducted. Musicland has further agreed to (i) pay and to cause its subsidiaries to pay debts and taxes when due, unless Purchaser has consented thereto, the Company shallsubject to good faith disputes regarding such debts or taxes, and shall cause each of its Subsidiaries to: (aii) conduct its business and operations only in the ordinary course of business to use all reasonable efforts consistent with past practices; (b) use reasonable efforts practice and policies to preserve intact the its and its subsidiaries' present business organizations, rights, licenses, permits and franchises of the Company and its Subsidiaries, maintain their existing relationships with customers, suppliers and other Persons having business dealings with them and keep available the services of its and its subsidiaries' present officers and employees; (c) use reasonable efforts to keep key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it or its subsidiaries so that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time in full force and effect adequate insurance coverages and maintain and keep all material respects. The Merger Agreement provides that Musicland will promptly notify Best Buy of any event or occurrence not in the ordinary course of its properties and assets in good repair, working order and condition, normal wear and tear excepted; (d) not amend or modify its articles of association, certificate of incorporation, by-laws subsidiaries' business or comparable governing documents; (e) not authorize for issuance, issue, sell, grant, deliver, pledge or encumber or agree or commit to issue, sell, grant, deliver, pledge or encumber (to which could have a Material Adverse Effect on Musicland. Except as expressly contemplated by the Merger Agreement or with the prior written consent of Best Buy (which shall not be unreasonably delayed or withheld), the Merger Agreement provides that Musicland shall not do, cause or permit any party other than of the Company and following, or allow, cause or permit any of its wholly-owned Subsidiaries) subsidiaries to do, cause or permit any shares of any class or series of capital stock of the Company following: (i) cause or permit any amendments to its Certificate of Incorporation or Bylaws; (ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its Subsidiaries or any other equity or voting security or equity or voting interest of the Company or any of its Subsidiaries, any securities convertible into or exercisable or exchangeable for any such shares, securities or interestscapital stock, or any options, warrants, calls, commitments, subscriptions or rights to purchase or acquire any such shares, securities or interests (other than issuances of Company Shares (i) upon exercise of outstanding Stock Options granted to directors, officers, employees and consultants of the Company in accordance with the Option Plans as currently in effect (ii) pursuant to conversion of the TOPrS); (f) not, except for conversion of the TOPrS in accordance with their terms, (i) split, combine or reclassify any shares of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, (ii) in the case of the Company or any Subsidiary of the Company that is not wholly-owned by the Companyrepurchase or otherwise acquire, declare, set aside directly or pay any dividends on, or make other distributions in respect ofindirectly, any shares of its capital stock stock; or (iii) repurchase, redeem or otherwise acquiretake, or agree or commit to repurchase, redeem in writing or otherwise acquireto take, any shares of capital stock or other equity or debt securities or equity interests of the Company actions described in (i) or (ii) above, or any other action that would make any of its Subsidiaries (other than representations or warranties contained in the Merger Agreement untrue or incorrect or prevent it from performing or cause it not to fulfill perform its obligations under covenants contained in the Option Plans as currently Merger Agreement in effect); (g) any material respect. Musicland has also agreed that, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, except as otherwise provided in this expressly contemplated by the Merger Agreement, Musicland shall not amend do, cause or otherwise modify permit any of the terms following, or allow, cause or permit any of its subsidiaries to do, cause or permit any Stock Options of the following, without the prior written consent of Best Buy (which consent shall not be unreasonably delayed or any Option Plan the effect of which would be to make such terms more favorable to the holders thereof or Persons eligible for participation therein; or reserve any additional Company Shares for issuance under any such Plan; 15withheld):

Interim Operations. From (a) During the period from the date of this Agreement and continuing until the Closing Dateearlier of the termination of this Agreement or the Effective Time, except as set forth in Section 4.1 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this AgreementStatement, unless Purchaser has Watsxx xxx consented theretoin writing thereto (which consent shall not be unreasonably withheld), the Company shall, and shall cause each of its Subsidiaries to,: (ai) conduct its business their respective operations according to their usual, regular and operations only in the ordinary course in substantially the same manner as heretofore conducted; (ii) to the extent consistent with their respective businesses, use commercially reasonable efforts to preserve intact their respective business organizations and goodwill, keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them; (iii) not amend their respective Certificates of Incorporation or By-Laws or comparable governing instruments; (iv) promptly notify Watsxx xx any material emergency or other Company Material Adverse Effect, any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the material breach of any representation or warranty contained herein; (v) promptly deliver to Watsxx xxxe and correct copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement; (vi) not (A) except pursuant to the exercise of options, warrants, conversion rights and other contractual rights existing on the date hereof and disclosed pursuant to this Agreement, issue any shares of its capital stock, effect any stock split or otherwise change its capitalization as it existed on the date hereof; (B) grant, confer or award any option, warrant, conversion right or other right not existing on the date hereof to acquire any shares of its capital stock; (C) increase any compensation or enter into or amend any employment agreement with any of its present or future officers, directors or employees, except for normal increases consistent with past practice; (D) grant any severance or termination package to any employee or consultant, except to the extent consistent with past practices; (bE) use reasonable efforts hire any new employee who shall have, or terminate the employment of any employee who has, an annual salary in excess of $80,000; or (F) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect, except for changes which are less favorable to preserve intact participants in such plans; (vii) not (A) 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 (B) directly or indirectly, redeem, purchase or otherwise acquire any shares of its capital stock, or make any commitment for any such action; (viii) not enter into any agreement or transaction, or agree to enter into any agreement or transaction, outside the business organizationsordinary course of business, rightsincluding, licenseswithout limitation, permits any transaction involving a merger, consolidation, joint venture, license agreement partial or complete liquidation or dissolution, reorganization, recapitalization, restructuring or a purchase, sale, lease or other disposition of a material portion of assets or capital stock; (ix) not enter into any additional research and franchises development contracts which call for the payment or receipt of funds in excess of $10,000 individually or $50,000 in the aggregate, other than the contracts contemplated by the Company's research and development plan which has been disclosed by the Company and its Subsidiaries, maintain their existing relationships with customers, suppliers and to Watsxx xxxor to the date hereof; (x) not incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or warrants or rights to acquire any debt securities of others other Persons having business dealings with them and keep available than in the services A-27 28 ordinary course of its officers and employeesbusiness, but in no event in an amount exceeding $2,500,000 in the aggregate (other than normal expenditures for the purchase of raw materials or other supplies); (cxi) use reasonable efforts to keep in full force and effect adequate insurance coverages and maintain and keep its properties and assets in good repairnot make any loans, working order and conditionadvances or capital contributions to, normal wear and tear exceptedor investments in, any other Person; (dxii) Except as described in the Disclosure Statement, not amend or modify its articles of association, certificate of incorporation, by-laws or comparable governing documents; (e) not authorize for issuance, issue, sell, grant, deliver, pledge or encumber or agree make or commit to issue, sell, grant, deliver, pledge made any capital expenditures in excess of $25,000 individually or encumber $50,000 in the aggregate; (to or with any party other than the Company and xiii) not apply any of its wholly-owned Subsidiaries) any shares assets to the direct or indirect payment, discharge, satisfaction or reduction of any class amount payable directly or series indirectly to or for the benefit of capital stock any affiliate or Related Party of the Company or any of its Subsidiaries or enter into any other equity transaction with any affiliate or voting security or equity or voting interest Related Party of the Company or its Subsidiaries (except for payment of salary and other customary expense reimbursements made in the ordinary course of business to Related Parties who are employees of the Company or its Subsidiaries); (xiv) not voluntarily elect to alter the manner of keeping its books, accounts or records, or change in any manner the accounting practices therein reflected, except for changes in accounting laws which effect all pharmaceutical companies generally; (xv) not grant or make any mortgage or pledge or subject itself or any of its Subsidiariesmaterial properties or assets to any lien, charge or encumbrance of any securities convertible into kind, except Liens for taxes not currently due and liens granted to incur the indebtedness contemplated by Section 5.2(a)(x) hereof; and (xvi) maintain insurance on its tangible assets and its businesses in such amounts and against such risks and losses as are currently in effect. (b) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or exercisable or exchangeable for any such sharesthe Effective Time, securities or interestsexcept as set forth in the Disclosure Statement, or any optionsunless the Company has consented in writing thereto (which consent shall not be unreasonably withheld), warrantsWatsxx xxxll, calls, commitments, subscriptions or rights to purchase or acquire any such shares, securities or interests (other than issuances and shall cause each of Company Shares its Subsidiaries to,: (i) upon exercise of outstanding Stock Options granted conduct their respective operations according to directorstheir usual, officers, employees regular and consultants of ordinary course in substantially the Company same manner as heretofore conducted (except for entering into transactions described in accordance with the Option Plans as currently in effect 5.2(b)(v) below); (ii) pursuant promptly deliver to conversion the Company true and correct copies of any report, statement or schedule filed with the TOPrS)SEC subsequent to the date of this Agreement; (fiii) notpromptly notify the Company of any material emergency or other Watsxx Xxxerial Adverse Effect, except for conversion any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the material breach of any representation or warranty contained herein; (iv) not amend their respective Certificates of Incorporation or By-laws or comparable governing instruments; (v) promptly notify the TOPrS Company of its entering into any agreement with respect to any material transaction involving a merger, consolidation, joint venture, partial or complete liquidation or dissolution, reorganization or recapitalization, restructuring or a purchase, sale, lease or other disposition of a material portion of assets or capital stock; (vi) not take any action that would result in accordance a failure to maintain the trading of Watsxx Xxxmon Stock on the Nasdaq National Market; (vii) with their termsrespect to Watsxx xxxy (and not its Subsidiaries), not (iA) splitdeclare, combine set aside or reclassify pay any dividend or make any other distribution or payment with respect to any shares of its capital stock or issue other ownership interests; or authorize (B) directly or propose the issuance of indirectly, redeem, purchase or otherwise acquire any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, or make any commitment for any such action; and A-28 29 (iiviii) in not voluntarily elect to alter the case manner of the Company keeping its books, accounts or any Subsidiary of the Company that is not wholly-owned by the Company, declare, set aside or pay any dividends onrecords, or make other distributions change in respect ofany manner the accounting practices therein reflected, any capital stock except for (A) changes that would not have a Watsxx Material Adverse Effect; or (iiiB) repurchase, redeem or otherwise acquire, or agree or commit to repurchase, redeem or otherwise acquire, any shares of capital stock or other equity or debt securities or equity interests of the Company or any of its Subsidiaries (other than to fulfill its obligations under the Option Plans as currently changes in effect); (g) except as otherwise provided in this Agreement, not amend or otherwise modify the terms of any Stock Options or any Option Plan the accounting laws which effect of which would be to make such terms more favorable to the holders thereof or Persons eligible for participation therein; or reserve any additional Company Shares for issuance under any such Plan; 15all pharmaceutical companies generally. 5.3

Interim Operations. From (a) Prior to the date of this Agreement until the Closing DateEffective Time, except as may be set forth in Section 4.1 of the Company Acquisition Corp. Disclosure Schedule Letter or as expressly contemplated by described in any other provision of this Agreement, unless Purchaser Artra has consented in writing thereto, the Company WWWX: (i) shall, and shall cause the Acquisition Corp. and each of its Subsidiaries to: (a) to conduct its business their respective operations according to their usual, regular and operations only in the ordinary course of business consistent with past practicescourse; (bii) shall use its reasonable efforts efforts, and shall cause the Acquisition Corp. and each of its Subsidiaries to use its reasonable efforts, to preserve intact the their assets and business organizationsorganizations and goodwill, rights, licenses, permits and franchises of the Company and its Subsidiaries, maintain their existing relationships with customers, suppliers and other Persons having business dealings with them and keep available the services of its their respective officers and employeesemployees and maintain satisfactory relationships with those persons having business relationships with them; (ciii) use reasonable efforts to keep in full force and effect adequate insurance coverages and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; (d) shall not amend the Articles of Incorporation or modify its articles of association, certificate of incorporation, by-laws Bylaws or comparable governing documents; (e) not authorize for issuance, issue, sell, grant, deliver, pledge instruments of the Acquisi tion Corp. or encumber or agree or commit to issue, sell, grant, deliver, pledge or encumber (to or with any party other than the Company and any of its wholly-owned Subsidiaries; (iv) any shares shall promptly notify Artra of any class material breach of any representation or series warranty contained herein or any WWWX Material Adverse Effect; (v) shall promptly deliver to Artra true and correct copies of capital stock all monthly financial statements of WWWX, the Company Acquisition Corp. and each of its Subsidiaries promptly after the end of each month; (vi) shall not permit the Acquisition Corp. or any of its Subsidiaries or to (x) issue any other equity or voting security or equity or voting interest of the Company or any shares of its Subsidiariescapital stock, effect any securities convertible into stock split or exercisable or exchangeable for any such shares, securities or interests, or any options, warrants, calls, commitments, subscriptions or rights to purchase or acquire any such shares, securities or interests (other than issuances of Company Shares (i) upon exercise of outstanding Stock Options granted to directors, officers, employees and consultants of otherwise change its capitalization as it existed on the Company in accordance with the Option Plans as currently in effect (ii) pursuant to conversion of the TOPrS); (f) not, except for conversion of the TOPrS in accordance with their termsdate hereof, (iy) splitgrant, combine confer or reclassify award any option, warrant, conversion right or other right to acquire any shares of its capital stock or issue grant, confer or authorize award any bonuses or propose the issuance other forms of cash incentives to any other securities in respect ofofficer, in lieu ofdirector or key employee except consistent with past practice or (z) increase any compensation under any employment agreement with any of its present or future officers, directors or employees, except for normal increases consistent with past practice, grant any severance or termination pay to, or enter into any employment or severance agreement with any officer or director or amend any such agreement in substitution forany material respect, shares adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect; (vii) shall not permit the Acquisition Corp. or any of its capital stockSubsidiaries, to (iix) in the case of the Company or any Subsidiary of the Company that is not wholly-owned by the Company, declare, set aside or pay any dividends on, dividend or make any other distributions in distribution or payment with respect of, any capital stock or (iii) repurchase, redeem or otherwise acquire, or agree or commit to repurchase, redeem or otherwise acquire, any shares of the Acquisition Corp.'s capital stock or other equity ownership interests or debt securities (y) directly or equity interests indirectly redeem, purchase or otherwise acquire any shares of its capital stock or capital stock of any of its Subsidiar ies, or make any commitment for any such action; (viii) shall not permit the Company Acquisition Corp. or any of its Subsidiaries to, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) except in the ordinary course of business, or to acquire any business or assets; (ix) shall not, and shall not permit the Acquisition Corp. or any of its Subsidiaries to incur any material amount of indebtedness for borrowed money or make any loans, advances or capital contributions to, or investments in, any other person other than pursuant to fulfill its obligations the Loan Agreement, or issue or sell any debt securities, other than borrowings under existing lines of credit in the Option Plans as currently in effect)ordinary course of business; (gx) shall not permit the Acquisition Corp. or any of its Subsidiaries to, authorize or make capital expenditures except as otherwise provided described in this the Loan Agreement, ; (xi) shall not amend permit the Acquisition Corp. or any of its Subsidiaries to mortgage or otherwise modify encumber or subject to any lien any of their properties or assets except as would not be reasonably likely to have an Acquisition Corp. Material Adverse Effect; (xii) shall not, and shall not permit the terms of any Stock Options Acquisition Corp. or any Option Plan of its Subsidiaries to, make 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 the effect case of which would be tax accounting methods, principles or practices, in the ordinary course of business of the Acquisition Corp. or any of its Subsidiaries; and (xiii) shall not permit the Acquisition Corp. or any of its Subsidiaries to make such terms more favorable to the holders thereof enter into any joint venture, production or Persons eligible for participation therein; or reserve any additional Company Shares for issuance under any such Plan; 15marketing arrangements without consulting with Artra prior thereto.

Interim Operations. From (a) Prior to the date of this Agreement until the Closing DateEffective Time, except as may be set forth in Section 4.1 of the Company Acquisition Corp. Disclosure Schedule Letter or as expressly contemplated by described in any other provision of this Agreement, unless Purchaser Artra has consented in writing thereto, the Company WWWX: (i) shall, and shall cause the Acquisition Corp. and each of its Subsidiaries to: (a) to conduct its business their respective operations according to their usual, regular and operations only in the ordinary course of business consistent with past practicescourse; (bii) shall use its reasonable efforts efforts, and shall cause the Acquisition Corp. and each of its Subsidiaries to use its reasonable efforts, to preserve intact the their assets and business organizationsorganizations and goodwill, rights, licenses, permits and franchises of the Company and its Subsidiaries, maintain their existing relationships with customers, suppliers and other Persons having business dealings with them and keep available the services of its their respective officers and employeesemployees and maintain satisfactory relationships with those persons having business relationships with them; (ciii) use reasonable efforts to keep in full force and effect adequate insurance coverages and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; (d) shall not amend the Articles of Incorporation or modify its articles of association, certificate of incorporation, by-laws Bylaws or comparable governing documents; (e) not authorize for issuance, issue, sell, grant, deliver, pledge instruments of the Acquisition Corp. or encumber or agree or commit to issue, sell, grant, deliver, pledge or encumber (to or with any party other than the Company and any of its wholly-owned Subsidiaries; (iv) any shares shall promptly notify Artra of any class material breach of any representation or series warranty contained herein or any WWWX Material Adverse Effect; (v) shall promptly deliver to Artra true and correct copies of capital stock all monthly financial statements of WWWX, the Company Acquisition Corp. and each of its Subsidiaries promptly after the end of each month; (vi) shall not permit the Acquisition Corp. or any of its Subsidiaries or to (x) issue any other equity or voting security or equity or voting interest of the Company or any shares of its Subsidiariescapital stock, effect any securities convertible into stock split or exercisable or exchangeable for any such shares, securities or interests, or any options, warrants, calls, commitments, subscriptions or rights to purchase or acquire any such shares, securities or interests (other than issuances of Company Shares (i) upon exercise of outstanding Stock Options granted to directors, officers, employees and consultants of otherwise change its capitalization as it existed on the Company in accordance with the Option Plans as currently in effect (ii) pursuant to conversion of the TOPrS); (f) not, except for conversion of the TOPrS in accordance with their termsdate hereof, (iy) splitgrant, combine confer or reclassify award any option, warrant, conversion right or other right to acquire any shares of its capital stock or issue grant, confer or authorize award any bonuses or propose the issuance other forms of cash incentives to any other securities in respect ofofficer, in lieu ofdirector or key employee except consistent with past practice or (z) increase any compensation under any employment agreement with any of its present or future officers, directors or employees, except for normal increases consistent with past practice, grant any severance or termination pay to, or enter into any employment or severance agreement with any officer or director or amend any such agreement in substitution forany material respect, shares adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend any existing employee benefit plan in any material respect; (vii) shall not permit the Acquisition Corp. or any of its capital stockSubsidiaries, to (iix) in the case of the Company or any Subsidiary of the Company that is not wholly-owned by the Company, declare, set aside or pay any dividends on, dividend or make any other distributions in distribution or payment with respect of, any capital stock or (iii) repurchase, redeem or otherwise acquire, or agree or commit to repurchase, redeem or otherwise acquire, any shares of the Acquisition Corp.'s capital stock or other equity ownership interests or debt securities (y) directly or equity interests 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; (viii) shall not permit the Company Acquisition Corp. or any of its Subsidiaries to, sell, lease or otherwise dispose of any of its assets (including capital stock of Subsidiaries) except in the ordinary course of business, or to acquire any business or assets; (ix) shall not, and shall not permit the Acquisition Corp. or any of its Subsidiaries to incur any material amount of indebtedness for borrowed money or make any loans, advances or capital contributions to, or investments in, any other person other than pursuant to fulfill its obligations the Loan Agreement, or issue or sell any debt securities, other than borrowings under existing lines of credit in the Option Plans as currently in effect)ordinary course of business; (gx) shall not permit the Acquisition Corp. or any of its Subsidiaries to, authorize or make capital expenditures except as otherwise provided described in this the Loan Agreement, ; (xi) shall not amend permit the Acquisition Corp. or any of its Subsidiaries to mortgage or otherwise modify encumber or subject to any lien any of their properties or assets except as would not be reasonably likely to have an Acquisition Corp. Material Adverse Effect; (xii) shall not, and shall not permit the terms of any Stock Options Acquisition Corp. or any Option Plan of its Subsidiaries to, make 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 the effect case of which would be tax accounting methods, principles or practices, in the ordinary course of business of the Acquisition Corp. or any of its Subsidiaries; and (xiii) shall not permit the Acquisition Corp. or any of its Subsidiaries to make such terms more favorable to the holders thereof enter into any joint venture, production or Persons eligible for participation therein; or reserve any additional Company Shares for issuance under any such Plan; 15marketing arrangements without consulting with Artra prior thereto.

Interim Operations. From With respect to operations of the date Assets during the period between the execution of this Agreement until and the Closing DateDate (the “Interim Period”), except as set forth Seller covenants that it shall (i) to the extent within the control of Seller, cause the Assets to be maintained and operated in Section 4.1 the ordinary course, consistent with past practices; (ii) provide notice of any AFE copies received by Seller for any operations involving Seller commitments of less than $100,000, net to Seller’s interest; (iii) obtain Buyer’s prior written approval prior to consenting to (A) any workover designed to change the Company Disclosure Schedule or as expressly contemplated by existing completion interval with respect to any other provision of this Agreement, unless Purchaser has consented thereto, the Company shallWell, and shall cause each (B) any future expenditures and proposed contracts and agreements relating to the Assets that involve individual commitments of its Subsidiaries $100,000 or more, net to Seller’s interest; (iv) obtain Buyer’s prior written approval prior to: , by action or inaction, going non-consent on any proposal made pursuant to any joint operating or similar agreement affecting the Assets; and (v) obtain Buyer’s written approval before voting under any operating, unit, joint venture, or similar agreement; provided, however, that Buyer will not unreasonably withhold or delay a determination on any such approval under (iii), (iv) or (v) above. Furthermore, during the Interim Period, Seller will not, without the prior written consent of Buyer, (a) conduct its business and operations only enter into any agreement or arrangement transferring, selling, or encumbering any of the Assets, other than sales of current production or products in the ordinary course of business consistent and dispositions in the ordinary course of business of any item of personal property or equipment having a value of less than $50,000 and that is promptly replaced with past practicessimilar property or equipment of equal or greater value and utility; (b) use reasonable efforts grant any Preferential Right or other similar right to preserve intact the business organizations, rights, licenses, permits and franchises of the Company and its Subsidiaries, maintain their existing relationships with customers, suppliers and other Persons having business dealings with them and keep available the services of its officers and employeespurchase any Assets; or (c) use reasonable efforts enter into, terminate or amend any Material Contract relating to keep in full force the Assets, including entering into any new production sales contract extending beyond the Closing Date and effect adequate insurance coverages and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear exceptednot terminable on sixty (60) days’ notice or less; or (d) not amend or modify its articles of association, certificate of incorporation, by-laws or comparable governing documents; (e) not authorize for issuance, issue, sell, grant, deliver, pledge or encumber or agree or commit to issue, sell, grant, deliver, pledge or encumber (to or with any party other than the Company and do any of its whollythe foregoing. Notwithstanding the forgoing, in the face of serious risk to life, property, or the environment, Seller may take, or consent to, such action as a prudent operator, or non-owned Subsidiaries) any shares operator, as the case may be, would take without obtaining Buyer’s prior consent. Seller shall notify Buyer of any class or series emergency action taken, and to the extent reasonably practicable, obtain Buyer’s prior approval of capital stock of the Company or any of its Subsidiaries or any other equity or voting security or equity or voting interest of the Company or any of its Subsidiaries, any securities convertible into or exercisable or exchangeable for any such shares, securities or interests, or any options, warrants, calls, commitments, subscriptions or rights to purchase or acquire any such shares, securities or interests (other than issuances of Company Shares (i) upon exercise of outstanding Stock Options granted to directors, officers, employees and consultants of the Company in accordance with the Option Plans as currently in effect (ii) pursuant to conversion of the TOPrS); (f) notactions. However, except for conversion emergency action that must be taken in the face of serious risk to life, property, or the environment, Seller has no obligation to undertake any actions with respect to the Assets that are not required in the course of the TOPrS in accordance with their terms, (i) split, combine or reclassify any shares normal operation of its capital stock or issue or authorize or propose the issuance Assets. To the extent that Seller is not the operator of any other securities portion of the Assets, the obligations of Seller in respect of, in lieu ofSection 12.1 concerning operations or activities that normally, or in substitution forpursuant to existing contracts are carried out or performed by the operator, shares shall be construed to require only that Seller use all reasonable efforts (without being obligated to incur any expense or institute any cause of its capital stock, (iiaction) in to cause the case operator of such portion of the Company Assets to take such actions or any Subsidiary render such performance within the constraints of the Company that is not wholly-owned by the Company, declare, set aside or pay any dividends on, or make other distributions in respect of, any capital stock or (iii) repurchase, redeem or otherwise acquire, or agree or commit to repurchase, redeem or otherwise acquire, any shares of capital stock applicable operating or other equity or debt securities or equity interests of the Company or any of its Subsidiaries (other than to fulfill its obligations under the Option Plans as currently in effect); (g) except as otherwise provided in this Agreement, not amend or otherwise modify the terms of any Stock Options or any Option Plan the effect of which would be to make such terms more favorable to the holders thereof or Persons eligible for participation therein; or reserve any additional Company Shares for issuance under any such Plan; 15agreements.

Interim Operations. From Between the date Date of this Agreement until Execution and the Closing Date, except as set forth in Section 4.1 Seller shall retain full authority and control of the Company Disclosure Schedule operation of the Business and the Facility. Except as Purchaser in its sole discretion otherwise approves, in advance, in writing, or as otherwise expressly contemplated by any other provision of this Agreementrequired hereunder, unless Purchaser has consented thereto, the Company Seller shall, and shall cause each of its Subsidiaries to: (ai) conduct its business operate the Business and operations only the Facility in a manner consistent with all Applicable Laws and past practices (both operational and financial); (ii) maintain the ordinary course of business Assets in good order and condition (normal wear and tear excepted) to the extent required to operate the Business and the Facility consistent with past practicespractices and in full compliance with Applicable Laws; (biii) use reasonable efforts comply with all Applicable Laws with respect to preserve intact the business organizationsAssets and the operation thereof, rightsincluding, licenseswithout limitation, permits all required regulatory standards of any Governmental Authorities with regulatory jurisdiction over the Business and franchises of the Company Facility and its Subsidiaries, maintain their existing relationships with customers, suppliers and other Persons having business dealings with them and keep available the services of its officers and employeesall Third Party Payor Programs; (civ) use reasonable efforts timely pay all payments due on or before the Closing Date under, and otherwise maintain and comply with, all Contracts and all Residency Agreements, each without change except as expressly provided herein; (v) except as may be required by Applicable Law, not make any changes or modifications to any Contracts or Residency Agreements or incur any further obligations or surrender any rights thereunder, except that Seller may enter into new residency agreements with new Residents and may renew existing Residency Agreements on substantially the same terms and conditions as other Residency Agreements in effect prior to the Date of Execution for the same Facility and otherwise consistent with the specimen residency agreement attached hereto on Schedule 2.7(b), provided in no event shall such new residency agreements provide for any “move in” specials or free rent, fix rental amounts for more than twelve (12) months, provide for a single payment for lifetime services, or be at rates that are lower than the rates reflected in Schedule 4.1(a)(v); (vi) not enter into any contracts, agreements or leases (or any amendment of any of them) which would have had to be disclosed on any schedule hereto had such contracts, agreements or leases been entered into prior to the Date of Execution, unless such contract, agreement or lease (or amendment thereof) has been approved in advance in writing by Purchaser, such approval not to be unreasonably withheld; (vii) keep in full force and effect adequate (and renew as applicable) present insurance coverages policies and maintain and keep its properties and assets in good repair, working order and condition, normal wear and tear excepted; (d) not amend or modify its articles of association, certificate of incorporation, by-laws or comparable governing documents; (e) not authorize for issuance, issue, sell, grant, deliver, pledge or encumber or agree or commit to issue, sell, grant, deliver, pledge or encumber (to or with any party other than Licenses through the Company and any of its wholly-owned Subsidiaries) any shares of any class or series of capital stock of the Company or any of its Subsidiaries or any other equity or voting security or equity or voting interest of the Company or any of its Subsidiaries, any securities convertible into or exercisable or exchangeable for any such shares, securities or interests, or any options, warrants, calls, commitments, subscriptions or rights to purchase or acquire any such shares, securities or interests (other than issuances of Company Shares (i) upon exercise of outstanding Stock Options granted to directors, officers, employees and consultants of the Company in accordance with the Option Plans as currently in effect (ii) pursuant to conversion of the TOPrS); (f) not, except for conversion of the TOPrS in accordance with their terms, (i) split, combine or reclassify any shares of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of its capital stock, (ii) in the case of the Company or any Subsidiary of the Company that is not wholly-owned by the Company, declare, set aside or pay any dividends on, or make other distributions in respect of, any capital stock or (iii) repurchase, redeem or otherwise acquire, or agree or commit to repurchase, redeem or otherwise acquire, any shares of capital stock or other equity or debt securities or equity interests of the Company or any of its Subsidiaries (other than to fulfill its obligations under the Option Plans as currently in effect); (g) except as otherwise provided in this Agreement, not amend or otherwise modify the terms of any Stock Options or any Option Plan the effect of which would be to make such terms more favorable to the holders thereof or Persons eligible for participation therein; or reserve any additional Company Shares for issuance under any such Plan; 15Closing Date;