Common use of No Changes Clause in Contracts

No Changes. Since March 31, 1999, except as disclosed in Section 2.9 of the Disclosure Schedule, there has not been, occurred or arisen any: (a) transaction by the Company or the Subsidiary except in the ordinary course of business as conducted on that date and consistent with past practices; (b) capital expenditure or commitment by the Company or the Subsidiary exceeding $25,000 individually or $100,000 in the aggregate; (c) payment, discharge or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet or arising after the date thereof; (d) destruction of, material damage to or the loss of any material assets, material business or material customer of the Company or the Subsidiary (whether or not covered by insurance); (e) collective work stoppage or labor strike or claim of wrongful discharge or other unlawful labor practice or action; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAP; (g) change in any material election in respect of Taxes (as defined below), adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (h) revaluation by the Company or the Subsidiary of any of their respective assets; (i) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock or any split, combination or reclassification in respect of any shares of Company Capital Stock or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company Warrants; (j) increase in the salary or other compensation payable or to become payable by the Company or the Subsidiary to any of its officers, directors, employees or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year), or the declaration, payment or commitment or obligation of any kind for the payment, by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such person; (k) other than those entered into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assets) are bound or any termination, extension, amendment or modification the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are bound; (l) sale, lease, license or other disposition of any of the material assets or material properties of the Company or the Subsidiary or any creation of any security interest in such material assets or material properties; (m) loan by the Company or the Subsidiary to any person or entity, incurring by the Company or the Subsidiary of any indebtedness, guaranteeing by the Company or the Subsidiary of any indebtedness, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practices; (n) waiver or release of any right or claim of the Company or the Subsidiary, including any write-off or other compromise of any account receivable of the Company or the Subsidiary; (o) any event or condition of any character that has had or is reasonably likely to have a Material Adverse Effect; or (p) agreement by the Company, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary to do any of the things described in the preceding clauses (a) through (u) of this SECTION 2.9 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement).

No Changes. Since March December 31, 19992015, and except as disclosed in Section 2.9 of the Disclosure Schedule, there has not been, occurred or arisen any: (a) transaction by the Company or the Subsidiary except in the ordinary course of business business, consistent with past practices, as conducted on that date and consistent with past practices; (b) amendments or changes to the Charter Documents of the Company other than as contemplated by this Agreement; (c) capital expenditure or commitment by the Company or the Subsidiary exceeding $25,000 individually or $100,000 in the aggregate; (cd) payment, discharge or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 in the aggregate, satisfaction of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwiseotherwise of the Company), other than paymentpayments, discharge discharges or satisfaction satisfactions in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet or arising after the date thereofbusiness; (de) destruction of, material damage to to, or the loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company or the Subsidiary (whether or not covered by insurance); (ef) collective work stoppage material employment dispute, including claims or matters raised by any individuals or any workers’ representative organization, bargaining unit or union regarding labor strike trouble or claim of wrongful discharge or other unlawful employment or labor practice or actionaction with respect to the Company; (fg) other than in the ordinary course of business, change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAPGAAP or by Law; (gh) adoption of or change in any material Tax election or, other than in the ordinary course of business, any Tax accounting method, entering into any closing agreement with respect of Taxes (as defined below), adoption or change in any accounting method in respect of to Taxes, agreement settlement or settlement compromise of any material Tax claim or assessment in respect of Taxesassessment, or extension or waiver of the limitation period applicable to any Tax claim or assessment in respect or filing of Taxesany amended material Tax Return; (hi) revaluation by the Company or the Subsidiary of any of their respective assetsits assets (whether tangible or intangible), including writing down the value of inventory or writing off notes or Accounts Receivable; (ij) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company Warrants; (jk) (i) hiring or termination of any employee or individual consultant of the Company, other than with respect to non-officer employees and individual consultants in the ordinary course of business, (ii) promotion, demotion or other change to the employment status or title of any officer of the Company or (iii) resignation or removal of any director of the Company; (l) (i) increase in the salary or other compensation (including equity based compensation whether payable in cash, securities or otherwise) payable or to become payable by the Company or the Subsidiary to any of its officers, directors, employees, individual consultants or advisors, other than with respect to non-officer employees or advisors (other than, in the case of employees who are not officers or directors, increases in salary and individual consultants in the ordinary course consistent with past practice that do not exceed $5,000 per year), of business or (ii) the declaration, adoption, agreement, contract, payment or commitment or obligation of any kind for the payment, payment (whether in cash or equity) by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or extraordinary compensation to any such personPerson; (km) other than those entered into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assetswhether tangible or intangible) are bound or any termination, extension, amendment or modification of the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they it or any of their its assets are bound, other than agreements, contracts, covenants, instruments, leases, licenses or commitments entered into in the ordinary course of business, consistent with past practice; (ln) sale, lease, license or other disposition of any of the material assets (whether tangible or material intangible) or properties of the Company or outside of the Subsidiary ordinary course of business, consistent with past practices, including the sale of any Accounts Receivable, or any creation of any security interest in such material assets or material properties; (mo) loan by the Company or the Subsidiary to any person Person, or entity, incurring purchase by the Company or the Subsidiary of any indebtednessdebt securities of any Person, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (p) incurrence by the Company of any Indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company or the Subsidiary of any indebtednessIndebtedness, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business business, consistent with past practices; (nq) waiver or release of any right or claim of the Company or the SubsidiaryCompany, including any write-off or other compromise of any account receivable Accounts Receivable; (r) commencement or settlement of any lawsuit by the Company, the commencement, settlement, notice or, to the Knowledge of the Company, threat of any lawsuit or proceeding or other investigation against the Company, its affairs, or relating to any of its businesses, properties or assets, or any reasonable basis for any of the foregoing; (s) claims or matters raised by any individual, Governmental Authority, or workers’ representative organization, bargaining unit or union, regarding, claiming or alleging labor trouble, wrongful discharge or any other unlawful employment or labor practice or action with respect to the Company; (t) notice of any claim or potential claim of ownership, interest or right by any Person other than the Company of the Company Intellectual Property (as defined in Section 2.14 hereof) or of infringement by the SubsidiaryCompany of any other Person’s Intellectual Property Rights (as defined in Section 2.14 hereof); (ou) issuance or sale, or contract or agreement to issue or sell, by the Company of any shares of Company Common Stock, Company Preferred Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, Company Preferred Stock or any securities, warrants, options or rights to purchase any of the foregoing, except for issuances of Company Common Stock upon the exercise of options issued under the Plan; (i) except standard end user licenses and software-as-a-service agreements entered into in the ordinary course of business, consistent with past practices, sale, lease, license or transfer to any Person of any Company Intellectual Property or execution, modification or amendment of any agreement with respect to the Company Intellectual Property with any Person or with respect to the Intellectual Property Rights of any Person, (ii) purchase or license of any Intellectual Property Rights or execution, modification or amendment of any agreement with respect to the Intellectual Property Rights of any Person, (iii) agreement or modification or amendment of an existing agreement with respect to the development of any Technology or Intellectual Property Rights with a third party, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Technology or Intellectual Property Rights to the Company; (w) agreement or modification to any agreement pursuant to which any other party was granted marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to any Company Product; (x) event or condition of any character that has had or is reasonably likely to have a Company Material Adverse Effect; (y) lease, license, sublease or other occupancy of any Leased Real Property (as defined in Section 2.13 hereof) by the Company; or (pz) agreement by the Company, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary Company, to do any of the things described in the preceding clauses (a) through (uy) of this SECTION 2.9 Section 2.10 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this AgreementAgreement and the Related Agreements).

No Changes. Since March December 31, 19992015, and except as disclosed in Section 2.9 of the Disclosure Schedule, there has not been, occurred or arisen any: (a) transaction by the Company or the Subsidiary except in the ordinary course of business business, consistent with past practices, as conducted on that date and consistent with past practices; (b) amendments or changes to the Charter Documents of the Company other than as contemplated by this Agreement; (c) capital expenditure or commitment by the Company or the Subsidiary exceeding $25,000 individually or $100,000 in the aggregate; (cd) payment, discharge or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 in the aggregate, satisfaction of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwiseotherwise of the Company), other than paymentpayments, discharge discharges or satisfaction satisfactions in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet or arising after the date thereofbusiness; (de) destruction of, material damage to to, or the loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company or the Subsidiary (whether or not covered by insurance); (ef) collective work stoppage material employment dispute, including claims or matters raised by any individuals or any workers’ representative organization, bargaining unit or union regarding labor strike trouble or claim of wrongful discharge or other unlawful employment or labor practice or actionaction with respect to the Company; (fg) other than in the ordinary course of business, change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAPGAAP or by Law; (gh) adoption of or change in any material Tax election or, other than in the ordinary course of business, any Tax accounting method, entering into any closing agreement with respect of Taxes (as defined below), adoption or change in any accounting method in respect of to Taxes, agreement settlement or settlement compromise of any material Tax claim or assessment in respect of Taxesassessment, or extension or waiver of the limitation period applicable to any Tax claim or assessment in respect or filing of Taxesany amended material Tax Return; (hi) revaluation by the Company or the Subsidiary of any of their respective assetsits assets (whether tangible or intangible), including writing down the value of inventory or writing off notes or Accounts Receivable; (ij) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company Warrants; (ji) hiring or termination of any employee or individual consultant of the Company, other than with respect to non-officer employees and individual consultants in the ordinary course of business, (ii) promotion, demotion or other change to the employment status or title of any officer of the Company or (iii) resignation or removal of any director of the Company; (l) (i) increase in the salary or other compensation (including equity based compensation whether payable in cash, securities or otherwise) payable or to become payable by the Company or the Subsidiary to any of its officers, directors, employees, individual consultants or advisors, other than with respect to non-officer employees or advisors (other than, in the case of employees who are not officers or directors, increases in salary and individual consultants in the ordinary course consistent with past practice that do not exceed $5,000 per year), of business or (ii) the declaration, adoption, agreement, contract, payment or commitment or obligation of any kind for the payment, payment (whether in cash or equity) by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or extraordinary compensation to any such personPerson; (km) other than those entered into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assetswhether tangible or intangible) are bound or any termination, extension, amendment or modification of the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they it or any of their its assets are bound, other than agreements, contracts, covenants, instruments, leases, licenses or commitments entered into in the ordinary course of business, consistent with past practice; (ln) sale, lease, license or other disposition of any of the material assets (whether tangible or material intangible) or properties of the Company or outside of the Subsidiary ordinary course of business, consistent with past practices, including the sale of any Accounts Receivable, or any creation of any security interest in such material assets or material properties; (mo) loan by the Company or the Subsidiary to any person Person, or entity, incurring purchase by the Company or the Subsidiary of any indebtednessdebt securities of any Person, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (p) incurrence by the Company of any Indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company or the Subsidiary of any indebtednessIndebtedness, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business business, consistent with past practices; (nq) waiver or release of any right or claim of the Company or the SubsidiaryCompany, including any write-off or other compromise of any account receivable Accounts Receivable; (r) commencement or settlement of any lawsuit by the Company, the commencement, settlement, notice or, to the Knowledge of the Company, threat of any lawsuit or proceeding or other investigation against the Company, its affairs, or relating to any of its businesses, properties or assets, or any reasonable basis for any of the foregoing; (s) claims or matters raised by any individual, Governmental Authority, or workers’ representative organization, bargaining unit or union, regarding, claiming or alleging labor trouble, wrongful discharge or any other unlawful employment or labor practice or action with respect to the Company; (t) notice of any claim or potential claim of ownership, interest or right by any Person other than the Company of the Company Intellectual Property (as defined in Section 2.14 hereof) or of infringement by the SubsidiaryCompany of any other Person’s Intellectual Property Rights (as defined in Section 2.14 hereof); (ou) issuance or sale, or contract or agreement to issue or sell, by the Company of any shares of Company Common Stock, Company Preferred Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, Company Preferred Stock or any securities, warrants, options or rights to purchase any of the foregoing, except for issuances of Company Common Stock upon the exercise of options issued under the Plan; (i) except standard end user licenses and software-as-a-service agreements entered into in the ordinary course of business, consistent with past practices, sale, lease, license or transfer to any Person of any Company Intellectual Property or execution, modification or amendment of any agreement with respect to the Company Intellectual Property with any Person or with respect to the Intellectual Property Rights of any Person, (ii) purchase or license of any Intellectual Property Rights or execution, modification or amendment of any agreement with respect to the Intellectual Property Rights of any Person, (iii) agreement or modification or amendment of an existing agreement with respect to the development of any Technology or Intellectual Property Rights with a third party, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Technology or Intellectual Property Rights to the Company; (w) agreement or modification to any agreement pursuant to which any other party was granted marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to any Company Product; (x) event or condition of any character that has had or is reasonably likely to have a Company Material Adverse Effect; (y) lease, license, sublease or other occupancy of any Leased Real Property (as defined in Section 2.13 hereof) by the Company; or (pz) agreement by the Company, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary Company, to do any of the things described in the preceding clauses (a) through (uy) of this SECTION 2.9 Section 2.10 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this AgreementAgreement and the Related Agreements).

No Changes. Since March 31, 1999, except Except as disclosed provided in Section 2.9 2.10 of the Disclosure Schedule, since the Balance Sheet Date through the date of this Agreement, there has not been, occurred or arisen any: (a) transaction by the Company or the Subsidiary except in the ordinary course of business as conducted on that date and business, consistent with past practices, as conducted on the Balance Sheet Date; (b) amendments or changes to the Charter Documents of the Company; (c) third party capital expenditure or commitment by the Company or the Subsidiary exceeding $25,000 individually or $100,000 50,000 in the aggregate; (cd) payment, discharge or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 in the aggregate, satisfaction of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwiseotherwise of the Company), other than payment(i) payments, discharge discharges or satisfaction satisfactions in the ordinary course of business business, consistent with past practices, of liabilities reflected or reserved against in the Current Balance Sheet or arising after (ii) incurred in the date thereofordinary course of business, consistent with past practices, since the Balance Sheet Date; (de) destruction of, material damage to to, or the loss of any material assetsassets (whether tangible or intangible), material business or loss of any material customer of the Company or the Subsidiary (whether or not covered by insurance); (ef) collective work stoppage claims raised by any individuals or any workers’ representative organization, bargaining unit or union regarding labor strike trouble or claim of wrongful discharge or other unlawful employment or labor practice or actionaction with respect to the Company; (fg) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAPCompany; (gh) change in any material election in respect adoption of Taxes (as defined below), adoption or change in any Tax (as defined in Section 2.11) election or any Tax accounting method in method, entering into any closing agreement with respect of to Taxes, agreement settlement or settlement compromise of any Tax claim or assessment in respect of Taxesassessment, or extension or waiver of the limitation period applicable to any Tax claim or assessment in respect of Taxesassessment; (hi) material revaluation by the Company or the Subsidiary of any of their respective assetsits assets (whether tangible or intangible), including writing down the value of inventory or writing off notes or accounts receivable; (ij) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Common Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock Common Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Common Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Common Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company Warrants; (jk) increase in the salary or other compensation payable or to become payable by the Company or the Subsidiary to any of its respective officers, directors, employees employees, consultants or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year)advisors, or the declaration, payment or commitment or obligation of any kind for the payment, payment (whether in cash or equity) by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such person; (kl) other than those entered entry into in the ordinary course a Material Contract, termination or extension of business consistent with past practicea Material Contract, any or a material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assets) are bound or any termination, extension, amendment or modification of the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are boundMaterial Contract; (lm) sale, lease, license or other disposition of any of the material assets (whether tangible or material intangible) or properties of the Company or outside of the Subsidiary ordinary course of business, consistent with past practices, including the sale of any accounts receivable of the Company, or any creation of any security interest in such material assets or material properties; (mn) loan by the Company or the Subsidiary to any person or entity, incurring or purchase by the Company or the Subsidiary of any indebtednessdebt securities of any person or entity, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices; (o) incurrence by the Company of any indebtedness for borrowed money, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company or the Subsidiary of any indebtedness, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business business, consistent with past practices; (np) waiver or release of any material right or claim of the Company or the SubsidiaryCompany, including any write-off or other compromise of any material account receivable of the Company or the SubsidiaryCompany; (oq) commencement or settlement of any lawsuit by the Company, the commencement, settlement, notice or, to the Knowledge of the Company, threat of any lawsuit or proceeding or other investigation against the Company; (r) notice of any claim or potential claim of ownership, interest or right by any person other than the Company or a Company Subsidiary of the Company Intellectual Property (as defined in Section 2.14 hereof) or of infringement by the Company of any other person’s Intellectual Property Rights (as defined in Section 2.14 hereof); (s) issuance or sale, or contract or agreement to issue or sell, by the Company of any shares of Company Common Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock or any securities, warrants, options or rights to purchase any of the foregoing, except for issuances of options under the Plan and issuances of Company Common Stock upon the exercise of options issued under the Plan; (t) of the following, other than in connection with agreements entered into in the ordinary course of business, consistent with past practice, on the Company’s standard form without material modification: (i) sale or license of any Company Intellectual Property to, or execution, material modification or material amendment of any agreement with respect to any Company Intellectual Property with, any person or entity, (ii) purchase or license of any third-party Intellectual Property Rights from, or execution, material modification or material amendment of any agreement with respect to any third-party Intellectual Property Rights with, any person or entity, (iii) agreement, or material modification or material amendment of an existing agreement, with respect to the development of any Content & Technology or Intellectual Property Rights, with a third party, or (iv) material change in pricing or royalties set or charged by the Company to its licensees, or in pricing or royalties set or charged by persons who have licensed Content & Technology or Intellectual Property Rights to the Company; (u) agreement or material modification to any agreement pursuant to which any other party was granted marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to any Company Product; (v) event or condition of any character that has had or is reasonably likely to have a Company Material Adverse Effect; (w) lease, license, sublease or other occupancy of any Leased Real Property (as defined in Section 2.13 hereof) by the Company; or (px) agreement by the Company, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary to do any of the things described in the preceding clauses (a) through (uw) of this SECTION 2.9 Section 2.10 (other than negotiations with Parent the execution of this Agreement and its representatives regarding the transactions contemplated by this AgreementRelated Agreements to which the Company is a party).

No Changes. Since March 31, 1999, except as disclosed in Section 2.9 of the Disclosure ScheduleBalance Sheet Date, there has not been, occurred or arisen any: (a) transaction by the Company or the Subsidiary except in the ordinary course of business as conducted on that date and consistent with past practices; (b) amendments or changes to the Charter Documents or other organizational documents other than the Charter Amendment contemplated by this Agreement; (c) capital expenditure or commitment by the Company or the Subsidiary exceeding $25,000 100,000 individually or $100,000 200,000 in the aggregate; (cd) payment, discharge or satisfaction, in any amount in excess of $25,000 50,000 in any one case, or $100,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise)Liabilities of the Company, other than paymentpayments, discharge discharges or satisfaction satisfactions in the ordinary course of business or Liabilities of liabilities the Company reflected or reserved against in the Current Balance Sheet or arising after the date thereofSheet; (de) destruction of, material damage to to, or the loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company or the Subsidiary (whether or not covered by insurance); (ef) collective work stoppage employment dispute, including, claims or matters raised by any individuals or any workers’ representative organization, bargaining unit or union regarding labor strike trouble or claim of wrongful discharge or other unlawful employment or labor practice or actionaction with respect to the Company; (fg) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAP; (gh) adoption of or change in any material election in respect of Taxes Tax (as defined below)in Section 2.10(a) hereof) election, adoption of or change in any Tax accounting method in respect of Taxesmethod, agreement entry into any closing agreement, settlement or settlement compromise of any Tax claim or assessment in respect of Taxesassessment, or extension or waiver of the limitation period applicable to any Tax claim or assessment in respect of Taxesassessment; (hi) revaluation by the Company or the Subsidiary of any of their respective assetsits assets (whether tangible or intangible), including without limitation, writing down the value of inventory or writing off notes or accounts receivable; (ij) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company Warrants; (jk) increase in the salary or other compensation payable or to become payable by the Company or the Subsidiary to any of its respective officers, directors, employees or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year)advisors, or the declaration, payment or commitment or obligation of any kind for the payment, payment (whether in cash or equity) by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such personperson other than in the ordinary course of business consistent with past practices; (kl) other than those Contract to which the Company is a party or by which it or any of its assets (whether tangible or intangible) are bound, except for Contracts entered into in the ordinary course of business consistent with past practice, or any material agreementtermination, contractextension, covenant, instrument, lease, license amendment or commitment modification of the terms of any Contract to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assets) are bound or any termination, extension, amendment or modification the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are bound, except in the ordinary course of business consistent with past practices; (lm) sale, lease, license or other disposition of any of the material assets (whether tangible or material intangible) or properties of the Company or outside of the Subsidiary ordinary course of business, including, but not limited to, the sale of any accounts receivable of the Company, or any creation of any security interest in such material assets or material properties; (mn) loan by the Company or the Subsidiary to any person or entity, or purchase by the Company of any debt securities of any person or entity except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practices; (o) incurring by the Company or the Subsidiary of any indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company or the Subsidiary of any indebtedness, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practicespractice; (np) waiver or release of any right or claim of the Company or the SubsidiaryCompany, including any write-off or other compromise of any account receivable of the Company or the SubsidiaryCompany; (oq) commencement or settlement of any Action by the Company, the commencement, settlement, notice or, to the Knowledge of the Company, threat of any Action or proceeding or other investigation against the Company or its affairs, or any reasonable basis for any of the foregoing; (r) notice of any claim or potential claim of ownership, interest or right by any person other than the Company of the Company Intellectual Property (as defined in Section 2.13 hereof) or of infringement by the Company of any other person’s Intellectual Property (as defined in Section 2.13 hereof); (s) issuance or sale, or contract or agreement to issue or sell, by the Company of any shares of Company Capital Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock, or any securities, warrants, options or rights to purchase any of the foregoing, except for issuances of Company Common Stock upon the exercise of Company Options issued under the Plan; (i) except standard end user licenses entered into in the ordinary course of business, consistent with past practice, sale or license of any Company Intellectual Property or execution, modification or amendment of any agreement with respect to the Company Intellectual Property with any person or entity or with respect to the Intellectual Property of any person or entity, or (ii) except in the ordinary course of business, purchase or license of any Intellectual Property or execution, modification or amendment of any agreement with respect to the Intellectual Property of any person or entity, (iii) agreement or modification or amendment of an existing agreement with respect to the development of any Intellectual Property with a third party, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to the Company; (u) agreement or modification to any agreement pursuant to which any other party was granted marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to any Company Intellectual Property; (v) event or condition of any character that has had or is reasonably likely to have a Company Material Adverse Effect; (w) lease, license, sublease or other occupancy of any Leased Real Property by the Company except as otherwise disclosed in Section 2.12(a) of the Disclosure Schedule; or (px) agreement by the Company, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary Company, to do any of the things described in the preceding clauses (a) through (uw) of this SECTION Section 2.9 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this AgreementAgreement and the Related Agreements).

No Changes. Since March 31, 1999the Balance Sheet Date, except as disclosed expressly permitted under, required or specifically consented to by Parent pursuant to Section 4.1 hereof or as set forth in Section 2.9 of the Disclosure Schedule, there has not been, occurred or arisen any: (a) material transaction by the Company or the Subsidiary except in the ordinary course of business as conducted on that date and consistent with past practices; (b) capital expenditure modifications, amendments or commitment changes to the Charter Documents except as expressly contemplated by the Company or the Subsidiary exceeding $25,000 individually or $100,000 in the aggregatethis Agreement; (c) payment, discharge discharge, waiver or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 in the aggregate, satisfaction of any claim, liability liability, right or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than paymentpayments, discharge discharges or satisfaction satisfactions in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet or arising after the date thereofSheet; (d) destruction of, material damage to to, or the loss of any material assetsassets (whether tangible or intangible), material business or loss of a material customer of the Company or the Subsidiary (whether or not covered by insurance); (e) collective work stoppage employment dispute, including claims or matters raised by any individual, Governmental Entity, or any workers’ representative organization, bargaining unit or union regarding labor strike disputes or claim claims of wrongful discharge or other unlawful employment or labor practice or actionaction by the Company; (f) adoption of or change in accounting methods policies or practices procedures (including any change in reserves for excess or obsolete inventory, doubtful accounts or other reserves, depreciation or amortization policies or rates, or billing and invoicing policies) by the Company or the Subsidiary other than as required by GAAPCompany; (g) change in any material election in respect making of Taxes (as defined below), adoption or change in any Tax election, adoption of or change in any Tax accounting method method, settlement or compromise of any Tax claim or assessment or entering into any closing agreement in respect of Taxes, agreement or settlement filing of any amended Tax Return, or consent to the waiver or extension of the limitations period for any Tax claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxesassessment; (h) revaluation by the Company or the Subsidiary of any of their respective assets; (i) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company Warrantsrestricted stock awards granted under the Plans; (i) (i) termination or extension, or material amendment, waiver or modification of the terms, of any Material Contract not required by the terms thereof or (ii) breach of or default under any Material Contract or the occurrence of any event or condition which, with the giving of notice or the passage of time or both, could constitute such a breach or default; (j) increase in the salary sale, lease, sublease, license or other compensation payable disposition of any of the material assets (whether tangible or to become payable by intangible) or material properties of the Company, including, but not limited to, the sale of any accounts receivable of the Company, or any creation of any Lien in such material assets or material properties other than non-exclusive licenses of the Company or the Subsidiary Products (as defined below) to any of its officers, directors, employees or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice end-users pursuant to agreements that do not exceed $5,000 per year), or the declaration, payment or commitment or obligation of any kind for the payment, by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such person; (k) other than those have been entered into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment to which practices that do not materially differ in substance from the Company or the Subsidiary is a party or by which it or any of its assets Standard Form Agreements (including intangible assets) are bound or any termination, extension, amendment or modification the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are boundas defined below); (l) sale, lease, license or other disposition of any of the material assets or material properties of the Company or the Subsidiary or any creation of any security interest in such material assets or material properties; (mk) loan by the Company or the Subsidiary to any person or entityPerson, incurring by the Company or the Subsidiary of any indebtednessIndebtedness for borrowed money, guaranteeing by the Company or the Subsidiary of any indebtednessIndebtedness for borrowed money, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees Employees for travel and business expenses in the ordinary course of business consistent with past practices; (nl) waiver or release of any material right or claim of the Company Company; (m) commencement, settlement, notice or, to the Knowledge of the Company, threat of any lawsuit or the Subsidiary, including any write-off proceeding or other compromise of any account receivable of investigation against the Company or its affairs; (n) issuance or sale, or Contract or undertaking to issue or sell, by the SubsidiaryCompany of (i) any shares of Company Capital Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock, or (ii) any securities, warrants, options or rights to purchase any of the foregoing; (o) receipt by the Company of written notice of any claim or potential claim of ownership by any Person other than the Company of Company IP (as defined below) or of infringement by the Company of any other Person’s Intellectual Property Rights (as defined below); (p) (i) sale or license of any Company IP or Company Products or execution of any agreement with respect to the Company IP or Company Products with any Person (other than non‑exclusive licenses of the Company Products to end‑users pursuant to agreements that have been entered into in the ordinary course of business consistent with past practices that do not materially differ in substance from the Standard Form Agreements), (ii) purchase or license of any Intellectual Property Rights or Technology or execution of any agreement with respect to the Intellectual Property Rights or Technology of any Person (other than Shrink‑Wrap), (iii) agreement with respect to the development of any Intellectual Property Rights or Technology with a third party, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property Rights or Technology to the Company (other than changes in pricing or royalties made in the ordinary course of business and consistent with past practices); (q) hiring or termination of any employee of the Company, promotion, demotion or other change to the employment status or title of any office of the Company or resignation or removal of any director of the Company; (r) (i) increase in or decrease in or other change to the salary, wage rates, bonuses, or fringe benefits or other compensation (including equity-based compensation) payable or to become payable by the Company to any Employees, (ii) declaration, payment or commitment or obligation of any kind for the payment (whether in cash or equity or otherwise) by the Company of a severance payment, change of control payment, termination payment, bonus, special remuneration or other additional salary or compensation (including equity based compensation), in each case to any Employees, (iii) promise to pay any special bonus or special remuneration (whether payable in cash, equity or otherwise) to any Employee, or (iv) adoption, termination or amendment of any Company Employee Plan, Employee Agreement (other than the execution of the Company’s standard at‑will offer letter) or collective bargaining agreement; (s) any action to extend the post‑termination exercise period of any Company Options or any similar equity awards; (t) circumstance, change, event or condition effect of any character that has had or is reasonably likely to have a Material Adverse EffectEffect with respect to the Company; or (pu) agreement by the Company, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary Company, to do any of the things described in the preceding clauses (a) through (ut) of this SECTION Section 2.9 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this AgreementAgreement and any Related Agreements).

No Changes. Since March December 31, 19992013, except as disclosed in expressly permitted under, required or specifically consented to by Parent pursuant to Section 2.9 of the Disclosure Schedule4.1 hereof, there has not been, occurred or arisen any: (a) material transaction by the Company or the Subsidiary except in the ordinary course of business as conducted on that date and consistent with past practices; (b) capital expenditure modifications, amendments or commitment changes to the Charter Documents except as expressly contemplated by the Company or the Subsidiary exceeding $25,000 individually or $100,000 in the aggregatethis Agreement; (c) payment, discharge discharge, waiver or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 in the aggregate, satisfaction of any claim, liability liability, right or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than paymentpayments, discharge discharges or satisfaction satisfactions in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet or arising after the date thereofSheet; (d) destruction of, material damage to to, or the loss of any material assetsassets (whether tangible or intangible), material business or loss of a material customer of the Company or the Subsidiary (whether or not covered by insurance); (e) collective work stoppage employment dispute, including claims or matters raised by any individual, Governmental Entity, or any workers’ representative organization, bargaining unit or union regarding labor strike disputes or claim claims of wrongful discharge or other unlawful employment or labor practice or actionaction by the Company; (f) adoption of or change in accounting methods policies or practices procedures (including any change in reserves for excess or obsolete inventory, doubtful accounts or other reserves, depreciation or amortization policies or rates, or billing and invoicing policies) by the Company or the Subsidiary other than as required by GAAPCompany; (g) change in any material election in respect making of Taxes (as defined below), adoption or change in any Tax election, adoption of or change in any Tax accounting method method, settlement or compromise of any Tax claim or assessment or entering into any closing agreement in respect of Taxes, agreement or settlement filing of any amended Tax Return, or consent to the waiver or extension of the limitations period for any Tax claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxesassessment; (h) revaluation by the Company or the Subsidiary of any of their respective assets; (i) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company Warrantsrestricted stock awards granted under the Plan; (i) (i) termination or extension, or material amendment, waiver or modification of the terms, of any Material Contract not required by the terms thereof or (ii) breach of or default under any Material Contract or the occurrence of any event or condition which, with the giving of notice or the passage of time or both, could constitute such a breach or default; (j) increase in the salary sale, lease, sublease, license or other compensation payable disposition of any of the material assets (whether tangible or to become payable by intangible) or material properties of the Company, including, but not limited to, the sale of any accounts receivable of the Company, or any creation of any Lien in such material assets or material properties other than non-exclusive licenses of the Company or the Subsidiary Products to any of its officers, directors, employees or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice end-users pursuant to agreements that do not exceed $5,000 per year), or the declaration, payment or commitment or obligation of any kind for the payment, by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such person; (k) other than those have been entered into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment to which practices that do not materially differ in substance from the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assets) are bound or any termination, extension, amendment or modification the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are boundStandard Form Agreements; (l) sale, lease, license or other disposition of any of the material assets or material properties of the Company or the Subsidiary or any creation of any security interest in such material assets or material properties; (mk) loan by the Company or the Subsidiary to any person or entityPerson, incurring by the Company or the Subsidiary of any indebtednessIndebtedness for borrowed money, guaranteeing by the Company or the Subsidiary of any indebtednessIndebtedness for borrowed money, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees Employees for travel and business expenses in the ordinary course of business consistent with past practices; (nl) waiver or release of any material right or claim of the Company Company; (m) commencement, settlement, notice or, to the Knowledge of the Company, threat of any lawsuit or the Subsidiary, including any write-off proceeding or other compromise of any account receivable of investigation against the Company or its affairs; (n) issuance or sale, or Contract or undertaking to issue or sell, by the SubsidiaryCompany or any of its subsidiaries of (i) any shares of Company Capital Stock or shares of capital stock of any of its subsidiaries or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock or shares of capital stock of any of its subsidiaries, or (ii) any securities, warrants, options or rights to purchase any of the foregoing, except, in either case, in accordance with agreements evidencing Company Options; (o) receipt by the Company of written notice, or to the Knowledge of the Company other notice or threat, of any claim or potential claim of ownership by any Person other than the Company of Company IP or of infringement by the Company of any other Person’s Intellectual Property Rights; (p) (i) sale or exclusive license of any Company IP or Company Products or execution of any agreement with respect to the Company IP or Company Products with any Person (other than non‑exclusive licenses of the Company Products to end‑users pursuant to agreements that have been entered into in the ordinary course of business consistent with past practices that do not materially differ in substance from the Standard Form Agreements), (ii) purchase or exclusive license of any Intellectual Property Rights or Technology or execution of any agreement with respect to the Intellectual Property Rights or Technology of any Person (other than Shrink‑Wrap Software), (iii) agreement with respect to the development of any Intellectual Property Rights or Technology with a third party pursuant to which the Company does not own all right, title and interest in and to the Intellectual Property Rights or Technology developed, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property Rights or Technology to the Company (other than changes in pricing or royalties made in the ordinary course of business and consistent with past practices); (q) hiring or termination of any employee of the Company, promotion, demotion or other change to the employment status or title of any office of the Company or resignation or removal of any director of the Company; (r) (i) increase in or decrease in or other change to the salary, wage rates, bonuses, or fringe benefits or other compensation (including equity-based compensation) payable or to become payable by the Company to any Employees, (ii) declaration, payment or commitment or obligation of any kind for the payment (whether in cash or equity or otherwise) by the Company of a severance payment, change of control payment, termination payment, bonus, special remuneration or other additional salary or compensation (including equity based compensation), in each case to any Employees, (iii) promise to pay any special bonus or special remuneration (whether payable in cash, equity or otherwise) to any Employee, or (iv) adoption, termination or amendment of any Company Employee Plan, Employee Agreement (other than the execution of the Company’s standard at‑will offer letter) or collective bargaining agreement; (s) any action to extend the post‑termination exercise period of any Company Options or any similar equity awards; (t) circumstance, change, event or condition effect of any character that has had or is reasonably likely to have a Material Adverse EffectEffect with respect to the Company; or (p) agreement by the Company, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary to do any of the things described in the preceding clauses (a) through (u) of this SECTION 2.9 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement).

No Changes. Since March 31, 1999the Balance Sheet Date, except as disclosed in Section 2.9 for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto, the business of the Disclosure ScheduleCompany has been conducted in the ordinary course of business, consistent with past practice and there has not been, occurred or arisen any: (a) transaction by amendments or changes to the Charter Documents of the Company or the Subsidiary except in the ordinary course any of business its subsidiaries other than as conducted on that date and consistent with past practicescontemplated by this Agreement; (b) capital expenditure or commitment by the Company or the Subsidiary exceeding $25,000 50,000 individually or $100,000 200,000 in the aggregate; (c) payment, discharge or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 in the aggregate, satisfaction of any individual claim, liability or obligation in excess of $50,000 (absolute, accrued, asserted or unasserted, contingent or otherwise)) of the Company, other than paymentpayments, discharge discharges or satisfaction satisfactions in the ordinary course of business business, consistent with past practices, of liabilities Liabilities reflected or reserved against in the Current Balance Sheet or arising after in the date thereofordinary course of business, consistent with past practices, since the Balance Sheet Date; (d) destruction of, material damage to to, or the loss of any material assets, material business assets (whether tangible or material customer intangible) of the Company or the Subsidiary any of its subsidiaries (whether or not covered by insurance); (e) collective work stoppage labor dispute, including claims or matters raised by any individuals or workers’ representative organization, bargaining unit or union regarding labor strike trouble or claim of wrongful discharge or other unlawful employment or labor practice or actionaction with respect to the Company; (f) adoption of or change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAP; (g) change in any material election in respect adoption of Taxes (as defined below), adoption or change in any Tax election or any Tax accounting method in method, entering into any closing agreement with respect of to Taxes, agreement settlement or settlement compromise of any Tax claim or assessment in respect of Taxesassessment, or extension or waiver of the limitation period applicable to any material Tax claim or assessment in respect or filing of Taxesany amended Tax Return; (h) revaluation by the Company or the Subsidiary any of its subsidiaries of any of their respective assetsits assets (whether tangible or intangible), including writing down the value of inventory or writing off notes or Accounts Receivable (other than depreciation or amortization of any asset in the ordinary course of business consistent with past practices); (i) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Stock, or the capital stock or other equity 105132706 v11 interests of any of the Company’s subsidiaries, or any split, combination or reclassification in respect of any shares of Company Capital Stock or the capital stock or other equity interests of any issuance of the Company’s subsidiaries, or any issuance, granting or authorization of any issuance or granting of any other securities in respect of, in lieu of or in substitution for shares of Company Capital StockStock or the capital stock or other equity interests of any of the Company’s subsidiaries, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary capital stock or other equity interests of Subsidiary Capital Stock any of the Company’s subsidiaries (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except other than Company Options approved by the Board of Directors of the Company and listed on Section 2.2(b) of the Disclosure Schedule or exercises of outstanding Company Options in accordance with the agreements evidencing Company Options or Company Warrantsterms of the underlying option agreement and Plan; (j) hiring or termination of any employee or consultant of the Company or promotion, demotion or other change to the employment status or title of any officer of the Company or resignation or removal of any director of the Company; (k) increase in the salary or other compensation (including equity based compensation whether payable in cash, securities or otherwise) payable or to become payable by the Company or the Subsidiary to any of its respective officers, directors, employees consultants or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year)employees, or the declaration, adoption, agreement, contract, payment or commitment or obligation of any kind for the payment, payment (whether in cash or equity) by the Company or the Subsidiary, of a severance payment, or termination payment, bonus or other additional salary or compensation to any such person; (k) Person, other than those entered into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license (including the payment of bonuses or commitment commissions to which such persons in the Company ordinary course of business or the Subsidiary is a party normal increases in base cash compensation) or as required by which it applicable law or any applicable contractual arrangement in place as of its assets (including intangible assets) are bound or any termination, extension, amendment or modification the terms date of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are boundthis Agreement; (l) sale, lease, license or other disposition of any of the material assets (whether tangible or material intangible) or properties of the Company or any of its subsidiaries outside of the Subsidiary ordinary course of business, including the sale of any Accounts Receivable, or any creation of any security interest in such material assets or material properties, other than Permitted Liens; (m) extension of credit or any loan by the Company or the Subsidiary any of its subsidiaries to any person Person, or entity, incurring purchase by the Company or the Subsidiary any of its subsidiaries of any indebtednessdebt securities of any Person, except for advances to employees for travel and business expenses and reimbursement of personal phone expenses, in each case in the ordinary course of business, consistent with past practices; (n) incurrence by the Company or any of its subsidiaries of any Indebtedness, amendment of the terms of any outstanding Indebtedness (or any Contract evidencing such Indebtedness) to which the Company is a party, guaranteeing by the Company or the Subsidiary any of its subsidiaries of any indebtednessIndebtedness, issuance or sale of any debt securities of the Company or the Subsidiary any of its subsidiaries, or guaranteeing of any Indebtedness or debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business business, consistent with past practices; (no) affirmative waiver or release of any material right or claim of the Company or the SubsidiaryCompany, including any write-off or other compromise of any account receivable Accounts Receivable; ▇▇▇▇▇▇▇▇▇ ▇▇▇ (▇) commencement or settlement of any Legal Proceeding by the Company or any of its subsidiaries, the Subsidiary; (o) any event or condition commencement, settlement or, to the Knowledge of any character that has had or is reasonably likely to have a Material Adverse Effect; or (p) agreement by the Company, written notice or threat of any lawsuit, proceeding or investigation by or before a Governmental Authority against the Subsidiary Company, any of its subsidiaries or any officer or employees on behalf of the Company or the Subsidiary to do any of the things described in the preceding clauses (a) through (u) of this SECTION 2.9 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement).their respective assets;

No Changes. Since March 31, 1999, except Except as disclosed in set forth on Section 2.9 ‎3.10 of the Disclosure Schedule, since the Balance Sheet Date, there has not been, occurred or arisen any: (a) transaction by the event or condition of any character that has had or would reasonably be expected to have a Company or the Subsidiary except in the ordinary course of business as conducted on that date and consistent with past practicesMaterial Adverse Effect; (b) capital expenditure material transaction or commitment by the Company or relinquishment of any material right by the Subsidiary exceeding $25,000 individually or $100,000 in the aggregateCompany; (c) payment, discharge discharge, release, waiver or satisfactionsatisfaction of any claim or right, or Liability in any an amount in excess of $25,000 50,000, in any one case, or $100,000 150,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than paymentpayments, discharge discharges or satisfaction satisfactions in the ordinary course Ordinary Course of business Business of liabilities claims, rights and Liabilities properly reflected or reserved against in the Current Balance Sheet or arising after the date thereofSheet; (d) destruction of, material damage to to, or the loss of any material assetsassets (whether tangible or intangible), material business or material loss of a customer or supplier of the Company or the Subsidiary (in each case, whether or not covered by insurance); (e) collective work stoppage employment dispute, including claims or matters raised by any individual, Governmental Authority, or any workers’ representative organization, bargaining unit or union regarding, claiming or alleging any labor strike issue or claim of breach of contract, policy, or past practice, misrepresentation, wrongful or unlawful discharge or other any unlawful labor practice employment or actionlabor-related practice, breach or action with respect to the Company; (f) adoption or change in accounting methods policies or practices procedures (including any change in reserves for excess or obsolete inventory, doubtful accounts or other reserves, depreciation or amortization policies or rates, or billing and invoicing policies) by the Company or the Subsidiary other than as required by GAAPCompany; (g) change in any material election in respect of Taxes (as defined below), adoption or change in any Tax accounting method or Tax election, settlement or compromise of any Tax claim or assessment, entering into any closing agreement in respect of Taxes, agreement or settlement filing of any amended Tax return, or consent to the waiver or extension of the limitations period for any Tax claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (h) revaluation by the Company or the Subsidiary of any of their respective assetsassessment; (i) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock or Share Capital, (ii) any split, combination or reclassification in respect of any shares of Company Capital Stock or Share Capital, (iii) any issuance of, or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of for, Company Capital StockShare Capital, or (iv) any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares Company Share Capital; (i) (A) termination or extension, amendment, waiver or modification of Company Capital Stock the terms, of any Material Contract, or by (B) breach of or default under any Material Contract or the Subsidiary occurrence of Subsidiary Capital Stock (any event or optionscondition which, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options giving of notice or Company Warrantsthe passage of time or both, could constitute such a breach or default; (j) sale, lease, sublease, license or other disposition of any of the assets (whether tangible or intangible) or properties of the Company, including the sale of any accounts receivable of the Company, or any creation of any Lien in such assets or properties other than non-exclusive licenses of the Company Services to end-users pursuant to agreements that have been entered into in the Ordinary Course of Business; (k) loan by the Company to any Person, forgiveness by the Company of any loan to any Person, incurring by the Company of any Indebtedness, guaranteeing by the Company of any Indebtedness, issuance or sale of any debt securities of the Company or guaranteeing of any debt securities of others, except for reasonable advances to current Employees not exceeding $2,000 for business travel and other business expenses in the Ordinary Course of Business; (l) commencement, settlement, written notice or, to the Knowledge of the Company, threat of any lawsuit or proceeding or other investigation against or involving the Company or its properties, assets, business or affairs; (m) written notice of any claim or potential claim of ownership by any Person, other than the Company, of Company Intellectual Property or of infringement by the Company of any other Person’s Intellectual Property Rights; (n) issuance or sale, or Contract or undertaking to issue or sell, by the Company of any Company Share Capital; (o) (i) increase in or decrease in or other change to the salary salary, wage rates, bonuses, commissions, fees fringe benefits or other compensation (including equity based compensation) payable or to become payable by the Company to, or the Subsidiary to in respect of, any of its officersEmployees, directors, employees or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year), or the ii) declaration, payment or commitment or obligation of any kind for the payment, payment (whether in cash or equity or otherwise) by the Company or the Subsidiary, of a notice payment, severance payment, termination leave approval or payment, bonus change of control payment, any other termination or employment-related payment, bonus, special remuneration or other additional salary or compensation (including equity based compensation), in each case to any such personof its, Employees, (iii) promise to pay any special bonus or special remuneration (whether payable in cash, equity or otherwise) to any Employee, or (iv) adoption, termination or amendment of any Company Employee Plan or collective bargaining agreement; (kp) other than those entered into increase in or alteration to the ordinary course indemnification obligations of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or to any of its assets (including intangible assets) are bound or any termination, extension, amendment or modification the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are boundEmployee; (lq) saleexecution, lease, license termination or other disposition amendment of any Employee Agreement (other than execution of the material assets or material properties Company’s applicable standard offer letter, each of the Company or forms of which have been delivered by the Subsidiary or any creation of any security interest in such material assets or material propertiesCompany); (mr) loan by the Company hiring of any individual or termination of any Employee, including any officer of the Company, the promotion, demotion or other change to employment status or title of any officer of the Company, or the Subsidiary to any person resignation or entity, incurring by the Company or the Subsidiary removal of any indebtedness, guaranteeing by the Company or the Subsidiary of any indebtedness, issuance or sale of any debt securities member of the Company or Board of Directors of the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practicesCompany; (ns) waiver or release of any right or claim of the Company or the Subsidiary, including any write-off or other compromise of any account receivable of the Company or the SubsidiaryCompany; (ot) any event action by the Company that, if taken from and after the execution of this Agreement until the Closing, would be prohibited by Section ‎6.1 or condition of any character that has had or is reasonably likely to have a Material Adverse EffectSection 6.2; or (pu) agreement or commitment by the Company, the Subsidiary or any officer or employees Employee on behalf of the Company or the Subsidiary Company, to do any of the things described in the preceding clauses (a) through (ut) of this SECTION 2.9 Section ‎3.10 (other than negotiations with Parent and its representatives Buyer regarding the transactions contemplated by this AgreementAgreement and any Related Agreements).

No Changes. Since March 31, 1999, except Except as disclosed in set forth on Section 2.9 5.18 of the Company Disclosure ScheduleSchedule or as expressly contemplated by this Agreement, since the Balance Sheet Date, there has not been, occurred or arisen any: (a) transaction by the Company or the Subsidiary except in the ordinary course of business as conducted on that date and consistent with past practices; (b) capital expenditure or commitment or other payment obligation by the Company or the Subsidiary exceeding $25,000 50,000 individually or $100,000 200,000 in the aggregate; (cb) payment, discharge or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 in satisfaction by the aggregate, Company of any claim, liability claim or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise)Liability, other than paymentpayments, discharge discharges or satisfaction in the ordinary course satisfactions of business of liabilities Liabilities reflected or reserved against in the Current Balance Sheet as required under the Contract relating to such Liability or arising after trade payables incurred in the date thereofordinary course of business; (c) borrowed or agreed to borrow any amount of, incurred or become subject to any Indebtedness, or mortgaged, pledged or subject to any Lien any properties or assets of the Company; (d) destruction of, material damage to to, or the loss of any material assets, assets of the Company (whether tangible or intangible) having a replacement value in excess of $25,000 or any material business or material customer Customer of the Company or the Subsidiary (in each case, whether or not covered by insurance); (e) collective work stoppage adoption by the Company of any new accounting method or labor strike or claim of wrongful discharge or other unlawful labor practice or action; (f) change by the Company in accounting methods or practices (including any change in depreciation or amortization policies or rates) of the Company; (f) adoption by the Company or of any new Tax election inconsistent with the Subsidiary other than as required Company’s prior course of practice, change by GAAP; (g) change the Company in any material election in Tax election, amended Tax Returns filed by the Company, new Contract entered into involving the Company with respect of Taxes (as defined below), adoption or change in any accounting method in respect of to Taxes, agreement or settlement an assertion of any written or to the Knowledge of the Company other Tax claim or assessment in respect against the Company, settlement or compromise by the Company of Taxesany Tax claim or assessment, or surrender of any right to claim a refund of Taxes by the Company, extension or waiver by the Company of the limitation period applicable to any Tax claim or assessment or the filing by the Company of any Tax Return, change in respect Tax residence of Taxesthe Company or any other action taken outside the ordinary course of business that would have the effect of increasing the Tax liability of the Company for any Tax period (or portion thereof) beginning after the Closing Date; (h) revaluation by the Company or the Subsidiary of any of their respective assets; (ig) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Securities, or any split, combination or reclassification in respect of any shares of Company Capital Stock Securities, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares Company Securities (other than Company Securities issued upon the exercise or conversion of Company Capital Stockthe Convertible Securities), or any direct or indirect repurchase, redemption, or other acquisition by the Company of of, or any shares of issuance of, any Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock Securities (or options, warrants or other rights convertible into, exercisable or exchangeable thereforfor Company) or any equity appreciation, phantom equity or similar rights; (h) resignation or removal of any officer, director or manager of the Company; (i) adoption, amendment or termination of any Benefit Plan, or adopting any new employee benefit plan, arrangement or agreement (including any such plan, arrangement or agreement providing for retention, change of control, severance or similar payments or potential payments), except in accordance with the agreements evidencing Company Options or Company Warrants; (j) increase in the made or granted any bonus or any wage, salary or other compensation payable or to become payable by the Company or the Subsidiary increase to any of its officers, directors, employees or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year), or the declaration, payment or commitment or obligation of any kind for the payment, by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such personEmployee; (k) implemented any location closing or other than those entered into in layoff of employees that could implicate the ordinary course of business consistent with past practiceWorker Adjustment Retraining and Notification Act, any material agreement29 U.S.C. § 2101 et seq., contract, covenant, instrument, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or any of its assets similar state or local Laws (including intangible assets) are bound or any terminationcollectively, extension, amendment or modification the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are bound“WARN Act”); (l) sale, lease, license or other disposition of any of the material assets (whether tangible or material intangible) or properties of the Company or outside of the Subsidiary ordinary course of business of the Company, including the sale of any Accounts Receivable, or any creation of any security interest in such material assets or material properties; (m) loan by the Company or the Subsidiary to any person Person, or entity, incurring purchase by the Company or the Subsidiary of any indebtedness, guaranteeing by the Company or the Subsidiary of any indebtedness, issuance or sale of any debt securities of any Person, or guarantee any of the Company or the Subsidiary or guaranteeing foregoing of any debt securities of othersPerson, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practicesof the Company; (n) waiver or release of any material right or claim of the Company or the SubsidiaryCompany, including any write-off or other compromise of any account receivable Accounts Receivable, or change in practices or procedures with respect to the collection of the Company Accounts Receivable or the Subsidiaryextension of any other incentive with respect thereto; (o) any event written or, to the Knowledge of the Company, other notice or condition threat of any character that has had adverse change in the relationship between the Company and its customers, suppliers or is reasonably likely to have a Material Adverse Effect; orother vendors; (p) agreement commencement or settlement by the Company of any lawsuit, or the commencement of any lawsuit, investigation or similar proceeding against the Company; (q) increase in any wage, salary, bonus or other compensation of any officer, employee, director, representative or consultant of the Company; (r) employment dispute, including claims or matters raised by any individual, Governmental Authority, or workers’ representative organization, bargaining unit or union, regarding, claiming or alleging labor trouble, wrongful discharge or any other unlawful employment or labor practice or action or violation of Law, in each case with respect to the Company; (s) written notice of any claim or potential claim of (i) ownership of, interest in or right to any of the Company Intellectual Property by any Person (other than the Company) or (ii) infringement, misuse, or misappropriation by the Company of any other Person’s Intellectual Property Rights; (t) (i) sale, lease, license, assignment, or transfer by the Company to any Person of any Company Intellectual Property or execution, modification, termination, or amendment of any Material Contract to which the Company is a party with respect to the Company Intellectual Property with any Person or with respect to the Intellectual Property of any Person, in each case, excluding standard end user licenses and Contracts and similar Contracts entered into in the ordinary course of business of the Company, (ii) purchase, assignment, or license of any Intellectual Property or execution, modification, termination, or amendment of any Material Contract to which the Company is a party with respect to the Intellectual Property of any Person, (iii) new Contract or termination, modification, or amendment of an existing Contract to which the Company is a party, with respect to the development of any Technology or Intellectual Property Rights with a third party or (iv) lapse, expiration, abandonment or any other disposition of any Company Intellectual Property; (u) entering into a Contract or material modification to any Contract pursuant to which any other party was granted design, development, use, import, branding, advertising, promotion, marketing, distribution, testing, packaging, labelling, manufacturing or selling rights with respect to any Company product (including the AMDS), except in the ordinary course of business of the Company; (v) lease, license, sublease or other occupancy of any Leased Real Property by the Company; (w) change the pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Technology or Intellectual Property Rights to the Company, or make any other material change to the terms and conditions (including payment, discount, allowance, warranty or indemnification terms) upon which the Company makes the Company products (including the AMDS) available to third parties, or otherwise; (x) other transaction outside the ordinary course of business of the Company; (y) promise, commitment or Contract by the Company, the Subsidiary or any officer or employees Employee on behalf of the Company or the Subsidiary Company, to do any of the things described in the preceding clauses (a) through (ux) of this SECTION 2.9 Section 5.18 (other than negotiations with Parent Buyer and its representatives Representatives regarding the transactions contemplated by in this AgreementAgreement and the Related Agreements); or (z) event, occurrence of development that has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

No Changes. Since March December 31, 19992014 and prior to the date hereof, except as disclosed in Section 2.9 of the Disclosure Scheduleexpressly permitted hereunder, there has not been, occurred or arisen any: (a) material transaction by the Company or the Subsidiary any of its subsidiaries except in the ordinary course of business as conducted on that date and consistent with past practices; (b) capital expenditure modifications, amendments or commitment changes to the Charter Documents or any organizational documents of any of its subsidiaries except as expressly contemplated by the Company or the Subsidiary exceeding $25,000 individually or $100,000 in the aggregatethis Agreement; (c) payment, discharge discharge, waiver or satisfaction, in any amount in excess of $25,000 in any one case, individually or $100,000 in the aggregate, of any claim, liability liability, right or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise)) of the Company or of any of its subsidiaries, other than paymentpayments, discharge discharges or satisfaction satisfactions in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet or arising after the date thereofSheet; (d) destruction of, material damage to to, or the loss of any material assetsassets of the Company or any of its subsidiaries (whether tangible or intangible), material business of the Company or any subsidiary of the Company or loss of a material customer of the Company or the Subsidiary any of its subsidiaries (whether or not covered by insurance); (e) collective work stoppage employment dispute, including claims or matters raised by any individual, Governmental Entity, or any workers’ representative organization, bargaining unit or union regarding labor strike disputes or claim claims of wrongful discharge or other unlawful employment or labor practice or actionaction by the Company or any of its subsidiaries; (f) adoption of or material change in accounting methods policies or practices procedures (including any change in reserves for excess or obsolete inventory, doubtful accounts or other reserves, depreciation or amortization policies or rates, or billing and invoicing policies) by the Company or the Subsidiary other than as required by GAAPany of its subsidiaries; (g) making of or change in any material election in respect of Taxes (as defined below)Tax election, adoption of or change in any Tax accounting method method, settlement or compromise of any Tax claim or assessment or entering into any closing agreement in respect of Taxes, agreement or settlement filing of any amended Tax Return, or consent to the waiver or extension of the limitations period for any Tax claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxesassessment; (h) revaluation by the Company or the Subsidiary of any of their respective assets; (i) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock or capital stock of any of the Company’s subsidiaries, or any split, combination or reclassification in respect of any shares of Company Capital Stock or capital stock of any of the Company’s subsidiaries, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital StockStock or any capital stock of the Company’s subsidiaries, or any direct or indirect repurchase, redemption, or other acquisition by the Company or any of its subsidiaries of any shares of Company Capital Stock or by capital stock of any of the Subsidiary of Subsidiary Capital Stock Company’s subsidiaries (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or restricted stock awards granted under the Plan; (i) (i) termination or extension, or material amendment, waiver or modification of the terms, of any Material Contract by the Company Warrantsor any of its subsidiaries not required by the terms thereof or (ii) breach of or default under any Material Contract by the Company or any of its subsidiaries or the occurrence of any event or condition which, with the giving of notice or the passage of time or both, would reasonably be expected to constitute such a breach or default; (j) increase in the salary or other compensation payable or to become payable by the Company or the Subsidiary to any of its officers, directors, employees or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year), or the declaration, payment or commitment or obligation of any kind for the payment, by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such person; (k) other than those entered into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrumentsale, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assets) are bound or any termination, extension, amendment or modification the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are bound; (l) sale, leasesublease, license or other disposition of any of the material assets (whether tangible or intangible) or material properties of the Company or any of its subsidiaries, including, but not limited to, the Subsidiary sale of any accounts receivable of the Company or any of its subsidiaries, or any creation of any security interest Lien in such material assets or material propertiesproperties other than non-exclusive licenses of or agreements to provide (on a hosted basis) Intellectual Property Rights granted by the Company (not including any rights in Company Source Code) in the ordinary course of business consistent with past practices; (mk) loan by the Company or the Subsidiary any of its subsidiaries to any person or entityPerson, incurring by the Company or the Subsidiary any of its subsidiaries of any indebtednessIndebtedness for borrowed money, guaranteeing by the Company or the Subsidiary any of its subsidiaries of any indebtednessIndebtedness for borrowed money, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees Employees for travel and business expenses in the ordinary course of business consistent with past practices; (nl) waiver or release of any material right or claim of the Company or any of its subsidiaries; (m) commencement, settlement, notice or, to the SubsidiaryKnowledge of the Company, including threat of any write-off lawsuit or proceeding or other compromise of any account receivable of investigation against the Company or its affairs or any of its subsidiaries and its affairs; (n) except as set forth in Section 2.2 of the SubsidiaryDisclosure Schedule, issuance or sale, or Contract or undertaking to issue or sell, by the Company or any of its subsidiaries (i) any shares of Company Capital Stock or shares of capital stock of any of the Company’s subsidiaries or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock or shares of capital stock of any subsidiaries of the Company, or (ii) any securities, warrants, options or rights to purchase any of the foregoing; (o) any event receipt by the Company of written notice, or condition to the Knowledge of the Company other notice or threat, of any character that has had claim or is reasonably likely potential claim of ownership by any Person other than the Company or any of its subsidiaries of Company IP or of infringement by the Company or any of its subsidiaries of any other Person’s Intellectual Property Rights; (p) change in pricing or royalties set or charged by the Company or any of its subsidiaries to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property Rights or Technology to the Company or any of its subsidiaries (other than changes in pricing or royalties made in the ordinary course of business and consistent with past practices); (q) hiring or termination of any employee of the Company or any of its subsidiaries, promotion, demotion or other change to the employment status or title of any officer of the Company or resignation or removal of any director of the Company or any of its subsidiaries; (r) (i) increase in or decrease in or other change to the salary, wage rates, bonuses, or fringe benefits or other compensation (including equity-based compensation) payable or to become payable by the Company or any of its subsidiaries to any Employees (other than in the ordinary course of business and consistent with past practices), (ii) declaration, payment or commitment or obligation of any kind for the payment (whether in cash or equity or otherwise) by the Company or any of its subsidiaries of a severance payment, change of control payment, termination payment, bonus, special remuneration or other additional salary or compensation (including equity based compensation), in each case to any Employees, (iii) promise to pay any special bonus or special remuneration (whether payable in cash, equity or otherwise) to any Employee, or (iv) adoption, termination or amendment of any Company Employee Plan, Employee Agreement, any employee plan or agreement related to any of its subsidiaries (other than the execution of the Company’s standard at-will offer letter) or collective bargaining agreement; (s) extension of the post-termination exercise period of any Company Options or any similar equity awards of the Company or any of its subsidiaries; (t) Material Adverse EffectEffect with respect to the Company and its subsidiaries (taken as a whole); or (pu) agreement by the CompanyCompany or any of its subsidiaries, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary any of its subsidiaries, to do any of the things described in the preceding clauses (a) through (ut) of this SECTION Section 2.9 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this AgreementAgreement and any Related Agreements).

No Changes. Since March 31Except in compliance with this Agreement, 1999since the Current Balance Sheet Date (or, except as disclosed in Section 2.9 of with respect to subsections (c) and (d) below, between the Disclosure ScheduleCurrent Balance Sheet Date and the date hereof), there has not been, occurred or arisen any: (a) transaction by the Company or the Subsidiary except in the ordinary course of business as conducted on that date and consistent with past practices; (b) amendments or changes to the certificate of incorporation or bylaws of the Company; (c) capital expenditure or commitment by the Company or the Subsidiary exceeding $25,000 individually or $100,000 75,000 in the aggregate; (cd) payment, discharge or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 50,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwiseotherwise of the Company), other than paymentpayments, discharge discharges or satisfaction satisfactions in the ordinary course of business of liabilities reflected or reserved against obligations set forth in the Current Balance Sheet or arising after the date thereofDisclosure Schedule; (de) destruction of, material damage to to, or the loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company or the Subsidiary (whether or not covered by insurance); (ef) collective work stoppage employment dispute, including but not limited to, claims or matters raised by any individuals or any workers' representative organization, bargaining unit or union regarding labor strike trouble or claim of wrongful discharge or other unlawful employment or labor practice or actionaction with respect to the Company; (fg) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAP; (gh) change in any material election in respect of Taxes (as defined below), adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (hi) revaluation by the Company or the Subsidiary of any of their respective assetsits assets (whether tangible or intangible); (ij) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock or Stock, or, except in accordance with the Company's certificate of incorporation, any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options Options, Company Unvested Common Stock or Company Warrants; (jk) increase in the salary or other compensation payable or to become payable by the Company or the Subsidiary to any of its officers, directors, employees or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year)advisors, or the declaration, payment or commitment or obligation of any kind for the payment, payment (whether in cash or equity) by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such person; (kl) other than those entered into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assetswhether tangible or intangible) are bound or any termination, extension, amendment or modification of the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they it or any of their its assets are bound; (lm) sale, lease, license or other disposition of any of the material assets (whether tangible or material intangible) or properties of the Company or Company, including, but not limited to, the Subsidiary sale of any accounts receivable of the Company, or any creation of any security interest in such material assets or material properties; (mn) loan by the Company or the Subsidiary to any person or entity, incurring by the Company or the Subsidiary of any indebtedness, guaranteeing by the Company or the Subsidiary of any indebtedness, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practices; (no) waiver or release of any right or claim of the Company or the SubsidiaryCompany, including any write-off or other compromise of any account receivable of the Company or the SubsidiaryCompany; (op) commencement or settlement of any lawsuit by the Company, the commencement, settlement, notice or, to the Knowledge of the Company, threat of any lawsuit or proceeding or other investigation against the Company or its affairs, or to the Knowledge of the Company, any reasonable basis for any of the foregoing; (q) notice of any claim or potential claim of ownership by any person other than the Company of the Company Intellectual Property (as defined in SECTION 2.13 hereof) owned by or developed or created by the Company or of infringement by the Company of any other person's Intellectual Property (as defined in SECTION 2.13 hereof); (r) issuance or sale, or contract or agreement to issue or sell, by the Company of any shares of Company Capital Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock, or any securities, warrants, options or rights to purchase any of the foregoing, except for issuances of Company Capital Stock upon the exercise of options issued under the Plans or upon the exercise of Company Warrants; (i) sale or license of any Company Intellectual Property or execution, modification or amendment of any agreement with respect to the Company Intellectual Property with any person or entity or with respect to the Intellectual Property of any person or entity, or (ii) purchase or license of any Intellectual Property or execution, modification or amendment of any agreement with respect to the Intellectual Property of any person or entity, (iii) agreement or modification or amendment of an existing agreement with respect to the development of any Intellectual Property with a third party, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to the Company; (t) agreement or modification to any agreement pursuant to which any other party was granted marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to any products or technology of the Company; (u) event or condition of any character that has had or is reasonably likely to have a Company Material Adverse Effect; (v) lease, license, sublease or other occupancy of any Leased Real Property by the Company; or (pw) agreement or commitment by the Company, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary Company, to do any of the things described in the preceding clauses (a) through (uv) of this SECTION 2.9 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this AgreementAgreement and the Related Agreements).

No Changes. Since March 31, 1999, except as disclosed in Section 2.9 of the Disclosure ScheduleBalance Sheet Date, there has not been, occurred or arisen any: (a) except for the engagement of advisers for Third Party Expenses and transactions contemplated by this Agreement, transaction by the Company or the Subsidiary except in the ordinary course of business as conducted on that date and business, consistent with past practices; (b) amendments or changes to the Charter Documents of the Company other than as contemplated by this Agreement; (c) capital expenditure or commitment by the Company or the Subsidiary exceeding $25,000 individually or $100,000 in the aggregate; (cd) payment, discharge or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 in the aggregate, satisfaction of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwiseotherwise of the Company), other than paymentpayments, discharge discharges or satisfaction satisfactions in the ordinary course of business business, consistent with past practices, of liabilities Liabilities reflected or reserved against in the Current Balance Sheet or arising after in the date thereofordinary course of business, consistent with past practices, since the Balance Sheet Date, payments, discharges or satisfactions of Third Party Expenses and repayment of all Company Debt; (de) destruction of, material damage to to, or the loss of any material assets, material business assets (whether tangible or material customer of the Company or the Subsidiary (intangible and whether or not covered by insurance); (ef) collective work stoppage employment dispute, including but not limited to, claims or matters raised by any individuals or any workers’ representative organization, bargaining unit or union regarding labor strike trouble or claim of wrongful discharge or other unlawful employment or labor practice or actionaction with respect to the Company; (fg) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAP; (gh) adoption of or change in any material Tax election in or any Tax accounting method, entering into any closing agreement with respect of Taxes (as defined below), adoption or change in any accounting method in respect of to Taxes, agreement settlement or settlement compromise of any Tax claim or assessment in respect of Taxesassessment, or extension or waiver of the limitation period applicable to any Tax claim or assessment in respect of Taxesassessment; (hi) revaluation by the Company or the Subsidiary of any of their respective assetsits assets (whether tangible or intangible), including without limitation, writing down the value of inventory or writing off notes or Accounts Receivable; (ij) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor) (other than the issuance of Company Common Stock in the Mandatory Conversion), except in accordance with the agreements evidencing Company Options or Company Warrants; (jk) hiring or termination of any employee or any officer of the Company, promotion, demotion or other change to the employment status or title of any employee or any officer of the Company or resignation or removal of any director of the Company; (l) increase in or other change to the salary or other compensation (including equity based compensation) payable or to become payable by the Company or the Subsidiary to any of its respective officers, directors, employees employees, consultants or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year)advisors, or the declaration, adoption, agreement, contract, payment or binding commitment or obligation of any kind for the payment, payment (whether in cash or equity) by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such personPerson; (km) other than those entered into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or binding commitment to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assetswhether tangible or intangible) are bound or any termination, extension, amendment or modification of the terms of any material agreement, contract, covenant, instrument, lease, license or binding commitment to which the Company or Subsidiary is a party or by which they it or any of their its assets are bound, other than agreements, contracts, covenants, instruments, leases, licenses or binding commitments entered into in the ordinary course of business, consistent with past practice; (ln) sale, lease, license or other disposition of any of the material assets (whether tangible or material intangible) or properties of the Company or outside of the Subsidiary ordinary course of business, consistent with past practices, including, but not limited to, the sale of any Accounts Receivable, or any creation of any security interest in such material assets or material properties; (mo) loan by the Company or the Subsidiary to any person Person, or entity, incurring purchase by the Company or of any debt securities of any Person, except for advances to employees for travel and business expenses in the Subsidiary ordinary course of business, consistent with past practices; (p) incurrence by the Company of any indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company or the Subsidiary of any indebtedness, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business business, consistent with past practices; , incurrence of trade payables in the ordinary course of business, consistent with past practices, and incurrence of Company Third Party Expenses in connection with the transactions contemplated by this Agreement; (nq) waiver or release of any right or claim of the Company or the SubsidiaryCompany, including any write-off or other compromise of any account receivable of the Company or the SubsidiaryAccounts Receivable; (o) any event or condition of any character that has had or is reasonably likely to have a Material Adverse Effect; or (p) agreement by the Company, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary to do any of the things described in the preceding clauses (a) through (u) of this SECTION 2.9 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement).

No Changes. Since March January 31, 19992006, except as disclosed in expressly permitted under, required or specifically consented to by Parent pursuant to Section 2.9 of the Disclosure Schedule5.1 hereof, there has not been, occurred or arisen any: (a) transaction by the Company or the Subsidiary any of its Subsidiaries except in the ordinary course of business as conducted on that date and consistent with past practices; (b) capital expenditure modifications, amendments or commitment by changes to the Company Charter Documents or the Subsidiary exceeding $25,000 individually or $100,000 in the aggregateorganizational documents of any Subsidiary; (c) payment, discharge discharge, waiver or satisfaction, in any amount in excess of $25,000 50,000 in any one case, or $100,000 in the aggregate, of any claim, liability liability, right or obligation (absolute, accrued, asserted or unasserted, contingent or otherwiseotherwise of the Company or any of its Subsidiaries), other than paymentpayments, discharge discharges or satisfaction satisfactions in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet or arising after the date thereofSheets; (d) destruction of, material damage to to, or the loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company or the Subsidiary any of its Subsidiaries (whether or not covered by insurance); (e) collective work stoppage employment dispute, including claims or matters raised by any individual, Governmental Entity, or any workers’ representative organization, bargaining unit or union regarding labor strike trouble or claim of wrongful discharge or other unlawful employment or labor practice or actionaction with respect to the Company or any of its Subsidiaries; (f) adoption or change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary any of its Subsidiaries other than as required by GAAP; (g) adoption of or change in any material election in respect of Taxes (as defined below)Taxes, adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (h) revaluation by the Company or the Subsidiary any of its Subsidiaries of any of their respective assetsits assets (whether tangible or intangible), including writing down the value of inventory or writing off notes or accounts receivable; (i) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock or the capital stock of any Subsidiary, or any split, combination or reclassification in respect of any shares of Company Capital Stock or the capital stock of any Subsidiary, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital StockStock or the capital stock of any Subsidiary, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the capital stock of any Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company WarrantsUnvested Shares; (j) increase in or other change to the salary or other compensation payable or to become payable by the Company or the Subsidiary any of its Subsidiaries to any of its their respective officers, directors, employees directors or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year)employees, or the declaration, payment or commitment or obligation of any kind for the payment, payment (whether in cash or equity) by the Company or the Subsidiary, any of its Subsidiaries of a severance payment, termination payment, bonus or other additional salary or compensation to any such person; (k) other than those entered into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assets) are bound or any termination, extension, amendment or modification the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are bound; (l) sale, lease, license or other disposition of any of the material assets (whether tangible or material intangible) or properties of the Company or any of its Subsidiaries, including the Subsidiary sale of any accounts receivable of the Company or any of its Subsidiaries, or any creation of any security interest in such material assets or material properties, except in the ordinary course of business as conducted on that date and consistent with past practices; (ml) loan by the Company or the Subsidiary any of its Subsidiaries to any person Person, or entity, purchase by the Company or any of its Subsidiaries of any debt securities of any Person or amendment to the terms of any outstanding loan agreement; (m) incurring by the Company or the Subsidiary any of its Subsidiaries of any indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company or the Subsidiary any of its Subsidiaries of any indebtedness, issuance or sale of any debt securities of the Company or the Subsidiary any of its Subsidiaries or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practices; (n) waiver or release of any right or claim of the Company or the Subsidiaryany of its Subsidiaries, including any write-off or other compromise of any account receivable of the Company or the Subsidiaryany of its Subsidiaries; (o) commencement or settlement of any lawsuit by the Company or any of its Subsidiaries, the commencement, settlement, notice or, to the Knowledge of the Company or the Principal Stockholders, threat of any lawsuit or proceeding or other investigation against the Company or any of its Subsidiaries or relating to any of their businesses, properties or assets, or any reasonable basis for any of the foregoing; (p) notice of any claim or potential claim of ownership, interest or right by any person other than the Company or any of its Subsidiaries of the Company Intellectual Property owned by or developed or created by the Company or any of its Subsidiaries or of infringement by the Company or any of its Subsidiaries of any other person’s Intellectual Property; (q) event or condition of any character that has had or is reasonably likely to have a Company Material Adverse Effect; (r) acquisition by the Company or any Subsidiary or agreement by the Company or any Subsidiary to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or corporation, partnership, association or other business organization or division thereof, or other acquisition or agreement to acquire any assets or any equity securities that are material, individually or in the aggregate, to the business of the Company or its Subsidiaries; (s) grant by the Company or any Subsidiary of any severance or termination pay (in cash or otherwise) to any Employee, including any officer, except payments made pursuant to written agreements disclosed in the Disclosure Schedule; or (pt) agreement by the CompanyCompany or any of its Subsidiaries, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary any of its Subsidiaries, to do any of the things described in the preceding clauses (a) through (us) of this SECTION 2.9 Section 2.10 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this AgreementAgreement and any Related Agreements).

No Changes. Since March 31, 1999, except Except as disclosed provided in Section 2.9 2.10 of the Disclosure Schedule, since the Balance Sheet Date through the date of this Agreement, there has not been, occurred or arisen any: (a) transaction by the Company or the Subsidiary except in the ordinary course of business business, consistent with past practices, as conducted on that date and consistent with past practices; (b) amendments or changes to the Charter Documents of the Company; (c) capital expenditure or commitment by the Company or the Subsidiary exceeding $25,000 50,000 individually or $100,000 250,000 in the aggregate; (cd) payment, discharge or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 in the aggregate, satisfaction of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwiseotherwise of the Company), other than paymentpayments, discharge discharges or satisfaction satisfactions in the ordinary course of business business, consistent with past practices, of liabilities reflected or reserved against in the Current Balance Sheet or arising after in the date thereofordinary course of business, consistent with past practices, since the Balance Sheet Date; (de) destruction of, material damage to to, or the loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company or the Subsidiary (whether or not covered by insurance); (ef) collective work stoppage employment dispute, including but not limited to, claims or matters raised by any individuals or any workers’ representative organization, bargaining unit or union regarding labor strike trouble or claim of wrongful discharge or other unlawful employment or labor practice or actionaction with respect to the Company; (fg) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAP; (gh) adoption of or change in any material election in respect of Taxes Tax (as defined below)in Section 2.11) election or any Tax accounting method, adoption or change in entering into any accounting method in closing agreement with respect of to Taxes, agreement settlement or settlement compromise of any Tax claim or assessment in respect of Taxesassessment, or extension or waiver of the limitation period applicable to any Tax claim or assessment in respect of Taxesassessment; (hi) revaluation by the Company or the Subsidiary of any of their respective assetsits assets (whether tangible or intangible), including without limitation, writing down the value of inventory or writing off notes or accounts receivable; (ij) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company Warrants; (jk) increase in the salary or other compensation payable or to become payable by the Company or the Subsidiary to any of its respective officers, directors, employees employees, consultants or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year)advisors, or the declaration, payment or commitment or obligation of any kind for the payment, payment (whether in cash or equity) by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such person; (kl) other than those entered entry into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assets) are bound Material Contract or any termination, extension, amendment or modification of the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are boundMaterial Contract; (lm) sale, lease, license or other disposition of any of the material assets (whether tangible or material intangible) or properties of the Company or outside of the Subsidiary ordinary course of business, consistent with past practices, including, but not limited to, the sale of any accounts receivable of the Company, or any creation of any security interest in such material assets or material properties; (mn) loan by the Company or the Subsidiary to any person or entity, incurring or purchase by the Company or the Subsidiary of any indebtednessdebt securities of any person or entity, except for advances to employees for travel and business expenses in the ordinary course of business, consistent with past practices, in an amount not to exceed $10,000 in any one case or $25,000 in the aggregate; (o) incurrence by the Company of any indebtedness for borrowed money, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company or the Subsidiary of any indebtedness, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business business, consistent with past practices; (np) waiver or release of any material right or claim of the Company or the SubsidiaryCompany, including any write-off or other compromise of any account receivable of the Company or the SubsidiaryCompany; (oq) commencement or settlement of any lawsuit by the Company, the commencement, settlement, notice or, to the Knowledge of the Company, threat of any lawsuit or proceeding or other investigation against the Company or its affairs, or, to the Knowledge of the Company, any reasonable basis for any of the foregoing; (r) notice of any claim or potential claim of ownership, interest or right by any person other than the Company or a Company Subsidiary of the Company Intellectual Property (as defined in Section 2.14 hereof) or of infringement by the Company of any other person’s Intellectual Property Rights (as defined in Section 2.14 hereof); (s) issuance or sale, or contract or agreement to issue or sell, by the Company of any shares of Company Common Stock, Company Preferred Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, Company Preferred Stock or any securities, warrants, options or rights to purchase any of the foregoing, except for issuances of options under a Plan and issuances of Company Common Stock upon the exercise of options issued under the Plans; (i) sale or license of any Company Intellectual Property or execution, modification or amendment of any agreement with respect to the Company Intellectual Property with any person or entity or with respect to the Intellectual Property Rights of any person or entity, (ii) except in the ordinary course of business, consistent with past practices, purchase or license of any Intellectual Property Rights or execution, modification or amendment of any agreement with respect to the Intellectual Property Rights of any person or entity, (iii) agreement or modification or amendment of an existing agreement with respect to the development of any Technology or Intellectual Property Rights with a third party, or (iv) material change in pricing or royalties set or charged by the Company to its distributors or resellers or licensees or in pricing or royalties set or charged by persons who have licensed Technology or Intellectual Property Rights to the Company; (u) agreement or modification to any agreement pursuant to which any other party was granted marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to any product, service or technology of the Company; (v) event or condition of any character that has had or is reasonably likely to have a Company Material Adverse Effect; (w) lease, license, sublease or other occupancy of any Leased Real Property (as defined in Section 2.13 hereof) by the Company; or (px) agreement by the Company, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary to do any of the things described in the preceding clauses (a) through (uw) of this SECTION 2.9 Section 2.10 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this AgreementAgreement and the Related Agreements).

No Changes. Since March 31, 1999, except Except as disclosed in set forth on Section 2.9 4.9 of the Disclosure ScheduleLetter, since the Balance Sheet Date, there has not been, occurred or arisen any:: 18 (a) transaction by amendments or changes to the Charter Documents of the Company or the Subsidiary except in the ordinary course of business other than as conducted on that date and consistent with past practicescontemplated by this Agreement; (b) capital expenditure or commitment by the Company or the Subsidiary exceeding $25,000 individually or $100,000 50,000 in the aggregate; (c) payment, discharge or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 in the aggregate, satisfaction of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwiseotherwise of the Company), other than paymentpayments, discharge discharges or satisfaction satisfactions in the ordinary course of business of liabilities Liabilities reflected or reserved against in the Current Balance Sheet or arising after in the date thereofordinary course of business since the Balance Sheet Date; (d) destruction of, material damage to to, or the loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company or the Subsidiary (whether or not covered by insurance); (e) collective work stoppage employment dispute, or receipt of written notice of any claim, or written threat of a claim, that the Company has violated any employment Laws, including any such claims or matters raised by any Employee or any workers’ representative organization, bargaining unit or union regarding labor strike trouble or claim of wrongful discharge or other unlawful employment or labor practice or actionaction with respect to the Company; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAPCompany; (g) adoption of or change in any material Tax election in or any Tax accounting method, entering into any agreement with a Governmental Authority with respect of Taxes (as defined below), adoption or change in any accounting method in respect of to Taxes, agreement settlement or settlement compromise of any Tax claim or assessment in respect of Taxesassessment, or extension or waiver of the limitation period applicable to any material Tax claim or assessment in respect assessment, or filing of Taxesany amended material Tax Return; (h) revaluation by the Company or the Subsidiary of any of their respective assetsits assets (whether tangible or intangible), including writing down the value of inventory or writing off notes or Accounts Receivable; (i) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company Warrants; (j) hiring or termination of any Employee of the Company with a title of Senior Manager or above, request by the company that any Employee resign from the Company, promotion, demotion or other change to the employment status or title of any Employee of the Company with a title of Senior Manager or above or resignation or removal of any director of the Company, in each case, other than in the ordinary course of business; (k) increase in the salary or other compensation (including any bonus or equity based compensation whether payable in cash, securities or otherwise) or fringe benefits, payable or to become payable by the Company or the Subsidiary to any of its officers, directors, employees or advisors (other thanemployees, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year)consultants, or the declarationadvisors, payment or commitment or obligation of any kind for the payment, by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such person; (k) other than those entered into increases to salaries or cash or equity incentive opportunities made in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assets) are bound or any termination, extension, amendment or modification the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are bound; (l) adoption of or entrance into by the Company any Contract for, or other commitment by the Company to pay, a severance payment or similar termination payment to any of its officers, directors, Employees, consultants, or advisors, other than in the ordinary course of business; (m) sale, lease, license or other disposition of any of the material assets (whether tangible or material intangible) or properties of the Company or outside of the Subsidiary ordinary course of business, including the sale of any Accounts Receivable, or any creation of any security interest in such material assets or material properties; (mn) loan by the Company or the Subsidiary to any person Person, or entity, incurring purchase by the Company or the Subsidiary of any indebtednessdebt securities of any Person, except for advances to employees for travel and business expenses in the ordinary course of business; (o) incurrence by the Company of any material Indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company or the Subsidiary of any indebtednessIndebtedness, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practicesbusiness; (np) waiver or release of any right or claim of the Company or the SubsidiaryCompany, including any write-off or other compromise of any account receivable of the Company or the SubsidiaryAccounts Receivable; (oq) commencement or settlement of any lawsuit by the Company, the commencement, settlement, notice or, to the Knowledge of the Company, threat of any lawsuit or proceeding or other investigation against the Company, its affairs, or relating to any of its businesses, properties or assets, or any reasonable basis for any of the foregoing; (r) notice of any claim or potential claim of ownership, interest or right by any Person other than the Company in or to the Company Intellectual Property or of infringement by the Company of any other Person’s Intellectual Property Rights; (s) issuance or sale, or contract or agreement to issue or sell, by the Company of any shares of Company Common Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock or any securities, warrants, options or rights to purchase any of the foregoing; (i) except for agreements with customers entered into in the ordinary course of business on the Company’s form of customer agreement, sale, lease, license or transfer to any Person of any Company Intellectual Property or execution, modification or amendment of any agreement with respect to the Company Intellectual Property with any Person, (ii) except for licenses for Off the Shelf Software entered into in the ordinary course of business, purchase or license of any Intellectual Property Rights or execution, modification or amendment of any agreement with respect to the Intellectual Property Rights of any Person, (iii) agreement or modification or amendment of an existing agreement with respect to the development of any Technology or Intellectual Property Rights with a third party, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Technology or Intellectual Property Rights to the Company; (u) agreement or modification to any agreement pursuant to which any other party was granted marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to any Company Product; (v) event or condition of any character that has had had, or is could reasonably likely be expected to have have, a Company Material Adverse Effect; (w) lease, license, sublease or other occupancy of any Leased Real Property by the Company or any alteration, amendment, modification, violation or termination of any Lease Agreements; or (px) agreement by the Company, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary Company, to do any of the things described in the preceding clauses (a) through (uw) of this SECTION 2.9 Section 4.9 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this AgreementAgreement and the Related Agreements).

No Changes. Since March Between December 31, 19991999 and the date of this Agreement, except as disclosed in Section 2.9 of the Disclosure Schedule, ---------- there has not been, occurred or arisen any: (a) transaction by amendments or changes to the articles of organization or bylaws of the Company or the Subsidiary (except in the ordinary course of business as conducted on that date and consistent with past practicesrequired hereby); (b) capital expenditure or commitment by the Company or the Subsidiary exceeding $25,000 100,000 individually or $100,000 500,000 in the aggregate; (c) payment, discharge or satisfaction, in any amount in excess of $25,000 100,000 in any one case, or $100,000 300,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet or arising after the date thereofSheet; (d) destruction of, material damage to of or the loss of any material assets, material business or material customer assets of the Company or the Subsidiary (whether or not covered by insurance); (e) collective work stoppage or labor strike or claim of wrongful discharge or other unlawful labor practice or actionaction or any attempt to unionize employees; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAP; (g) change in any material election in respect of Taxes (as defined below), adoption or change in any material accounting method in respect of Taxes, agreement or settlement of any material claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (h) material revaluation by the Company or the Subsidiary of any of their respective its assets; (i) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Common Stock or Preferred, or any split, combination or reclassification in respect of any shares of Company Capital Common Stock or Preferred, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital StockCommon Stock or Preferred, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Common Stock or by the Subsidiary of Subsidiary Capital Stock Preferred (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except for the issuance of Company Options or other securities of the Company set forth in Section 2.2 of the Company Disclosure Schedule or issuance of shares of Company ----------- Common Stock in accordance with the agreements evidencing Company Options or Company WarrantsOptions; (j) increase in the salary or other compensation payable or to become payable by the Company or the Subsidiary to any of its officers, directors, employees employees, contract workers or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year)advisors, or the declaration, payment or commitment or obligation of any kind for the payment, payment by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such person; (k) other than those entered into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assets) are bound or any termination, extension, amendment or modification the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are bound; (l) sale, lease, license (outside of the ordinary course of business) or other disposition of any of the material assets or material properties of the Company or the Subsidiary or any creation of any security interest in such material assets or material properties; (ml) loan by the Company or the Subsidiary to any person or entityentity (other than pursuant to the terms of the Plan in connection with the exercise of any Company Options), incurring by the Company or the Subsidiary of any indebtedness, guaranteeing by the Company or the Subsidiary of any indebtedness, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees or contract workers for travel and business expenses in the ordinary course of business consistent with past practices; (nm) waiver or release of any material right or claim of the Company or the SubsidiaryCompany, including any write-off or other compromise of any account receivable of the Company in excess of $50,000; (n) commencement, settlement, receipt of written notice of, or to the Subsidiaryknowledge of the Company overt threat of, any lawsuit or proceeding or other investigation against the Company or its affairs; (o) agreement or modification to any event agreement pursuant to which any other party was granted marketing, distribution or condition similar rights of any character that has had type or is reasonably likely scope with respect to have a any products or technology of the Company outside of the ordinary course of business; (p) any Company Material Adverse Effect; or (pq) agreement by the Company, the Subsidiary Company or any officer or employees employee on behalf of the Company or the Subsidiary to do any of the things described in the preceding clauses (a) through (uo) of this SECTION 2.9 Section 2.8 (other than negotiations with Parent and its representatives regarding the transactions contemplated as required by this Agreement).. -----------

No Changes. Since March December 31, 19992010, except as disclosed set forth in Section 2.9 of the Disclosure ScheduleSchedule of Exceptions, there has or have not been, occurred or arisen any: (a) transaction by the Company or Company, which is material to the Subsidiary Company, except in the ordinary course of business as conducted on that date and consistent with past practices; (b) amendments or changes to the Company Charter Documents; (c) capital expenditure or commitment by the Company or the Subsidiary exceeding $25,000 10,000 individually or $100,000 25,000 in the aggregate; (cd) payment, discharge or satisfaction, in any amount in excess of $25,000 10,000 in any one case, or $100,000 25,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or asserted, unasserted, contingent or otherwise), other than payment, discharge or satisfaction of claims, liabilities and obligations in the ordinary course of business or of liabilities reflected or reserved against in the Current Balance Sheet or arising after the date thereof; (d) destruction of, material damage to or the loss of any material assets, material business or material customer of the Company or the Subsidiary (whether or not covered by insurance)Financial Statements; (e) collective work stoppage pending or, to the Knowledge of the Company, threatened action, suit or other legal proceeding by or before any Governmental Entity with respect to a labor strike dispute or claim of wrongful discharge or other unlawful labor practice or actionaction with respect to the Company; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAP; (g) change in any material election in respect of Taxes (as defined below)Taxes, adoption or change in any material accounting method in respect of Taxes, material agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (h) revaluation by the Company or the Subsidiary of any of their respective assetsits assets (whether tangible or intangible); (i) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, redemption or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company Warrants; (j) destruction of, damage to, or loss of any assets (whether tangible or intangible) of the Company with a book value in excess of $10,000 in any one case or $25,000 in the aggregate, whether or not covered by insurance; (k) except in the ordinary course of business consistent with past practice or pursuant to the written plans and policies of the Company in effect as of December 31, 2010 and listed on Section 2.23(a)(i) of the Schedule of Exceptions, a material increase in the base salary or other compensation payable or to become payable by the Company or the Subsidiary to any of its officers, directors, employees or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year)Company Personnel, or the declaration, payment or payment, commitment or obligation of any kind for the payment, payment by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such personPerson; (kl) other than those entered entry into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment Contract to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assetswhether tangible or intangible) are bound or any termination, extension, extension or material amendment or modification of the terms of any material agreement, contract, covenant, instrument, lease, license or commitment Contract to which the Company or Subsidiary is a party or by which they it or any of their its assets are bound; (lm) sale, lease, license or other disposition of any of the material assets (whether tangible or intangible) or material properties of the Company or taken as a whole, including the Subsidiary sale of any accounts receivable of the Company, or any creation of any security interest in any such material assets or material properties; (mn) (i) loan made by the Company or the Subsidiary to any person or entityPerson that is outstanding as of the date hereof (other than accounts receivables, incurring deposits and prepaid expenses in the ordinary course of business, including advances to Company Personnel for travel and business expenses in the ordinary course of business), (ii) incurrence by the Company or the Subsidiary of any indebtedness, guaranteeing (iii) guarantee by the Company or the Subsidiary of any indebtedness, (iv) issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing (v) guarantee of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practices; (no) granting of any waiver or release by the Company of any right or claim of material to the Company or the SubsidiaryCompany, including any write-off or other compromise of any material account receivable of the Company or the SubsidiaryCompany; (op) commencement, settlement, written notice or, to the Knowledge of the Company, threat, of any lawsuit or legal proceeding or other investigation by a Governmental Entity against the Company; (q) written notice of any claim or potential claim of ownership by any Person other than the Company of any Company Intellectual Property owned, developed or created by the Company, or of any claim or potential claim of infringement by the Company of any other Person’s Intellectual Property; (r) issuance or sale, or contract to issue or sell, by the Company of any shares of Company Capital Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock or any stock, or any securities, warrants, options or rights to purchase any of the foregoing; (s) (i) sale or license by the Company of any Company Intellectual Property or execution of any agreement with respect to any Company Intellectual Property (other than customer contracts in the ordinary course of business), (ii) purchase or license by the Company of any Intellectual Property or execution of any agreement with respect to the Intellectual Property of any other Person, except as contemplated by this Agreement, (iii) agreement by the Company with respect to the development of any Intellectual Property with a third party (other than customer contracts in the ordinary course of business), or (iv) material change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property to the Company, except in the case of clause (i) or (ii), with respect to non-exclusive end user licenses of object code in the ordinary course of business; (t) agreement or material modification to any agreement pursuant to which any other party was granted marketing, distribution, development or similar rights of any type or scope with respect to any products or technology of the Company; (u) any other event or condition of any character that has had or is reasonably likely to have a Company Material Adverse Effect; or (pv) agreement by the Company, the Subsidiary or any officer officer, employee or employees director on behalf of the Company or the Subsidiary Company, to do any of the things described in the preceding clauses (a) through (u) of this SECTION 2.9 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement)Section 2.9.

No Changes. Since March 31September 30, 1999, except as disclosed in Section 2.9 of the Disclosure Schedule2000, there has not been, occurred ---------- or arisen any: (a) transaction by the Company or the Subsidiary except in the ordinary course of business as conducted on that date and consistent with past practices; (b) amendments or changes to the Articles of Incorporation or Bylaws of the Company; (c) capital expenditure or capital expenditure commitment by the Company or the Subsidiary exceeding $25,000 10,000 individually or $100,000 25,000 in the aggregate; (cd) payment, discharge or satisfaction, in any amount in excess of $25,000 10,000 in any one case, or $100,000 25,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet or arising after the date thereofSheet; (de) destruction of, material damage to or the loss of any material assets, assets or material business or material customer of the Company or loss of any customer (whether direct or indirect) accounting for more than 10% of gross revenue of the Subsidiary Company on a trailing twelve month basis (in each case, whether or not covered by insurance); (ef) collective work stoppage or labor strike trouble or claim of wrongful discharge or other unlawful labor practice or action; (fg) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAP; (gh) change in any material election in respect of Taxes (as defined below), adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (hi) revaluation by the Company or the Subsidiary of any of their respective its assets; (ij) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock common stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock Common Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Common Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Common Stock (or options, warrants options or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company Warrantsand distributions to Stockholders for income tax purposes pursuant to Section 5.1(f); (jk) increase in the salary or other compensation payable or to become payable by the Company or the Subsidiary to any of its officers, directors, employees or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year)advisors, or the declaration, payment or commitment or obligation of any kind for the payment, payment by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such person; (kl) other than those entered into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assets) are bound or any termination, extension, amendment or modification of the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they it or any of their its assets are bound, except those entered into in the ordinary course of business; (lm) sale, lease, license lease or other disposition of any of the material assets or material properties of the Company or the Subsidiary or any creation of any security interest in such material assets or material properties, except for Company Intellectual Property licensed in the ordinary course of business; (mn) loan by the Company or the Subsidiary to any person or entity, incurring by the Company or the Subsidiary of any indebtedness, guaranteeing by the Company or the Subsidiary of any indebtedness, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practices; (no) waiver or release of any right or claim of the Company or the SubsidiaryCompany, including any write-off or other compromise of any account receivable of the Company or the SubsidiaryCompany; (op) the commencement, settlement, notice or, to the Knowledge of the Company, or Stockholders, threat of any lawsuit or proceeding or other investigation against the Company or its affairs, or any reasonable basis for any of the foregoing; (q) notice to the Company, or to the knowledge of the Company and any Stockholder, director or officer of the Company, of any claim or potential claim of ownership by any person other than the Company of the Company Intellectual Property (as defined in Section 3.12 below) owned by or developed or created by the Company or of infringement by the Company of any other person's Intellectual Property (as defined in Section 3.12 below); (r) issuance or sale, or contract to issue or sell, by the Company of any shares of Company Common Stock, any other form of capital stock or securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock, any other form of capital stock, or any securities, warrants, options or rights to purchase any of the foregoing; (s) other than in the ordinary course of business, consistent with past practice (i) sale or license of any Company Intellectual Property or entering into of any agreement with respect to the Company Intellectual Property with any person or entity or with respect to the Intellectual Property of any person or entity, (ii) purchase or license of any Intellectual Property or entering into of any agreement with respect to the Intellectual Property of any person or entity, (iii) agreement with respect to the development of any Intellectual Property with a third party, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to the Company; (t) agreement or modification to agreement pursuant to which any other party was granted marketing, distribution, development or similar rights of any type or scope with respect to any products or technology of the Company; (u) hiring or termination of employees of the Company; (v) to the knowledge of the Stockholders, event or condition of any character type that has had or is reasonably likely to have a Material Adverse EffectEffect on the Company; or (pw) agreement by the Company, the Subsidiary Company or any officer or employees on behalf of the Company or the Subsidiary to do any of the things described in the preceding clauses (a) through (uv) of this SECTION 2.9 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement).

No Changes. Since March 31Between September 30, 1999, except as disclosed in Section 2.9 2003 and the date of the Disclosure Schedulethis Agreement, there has not been, occurred or arisen any: (a) material transaction by the Company or the Subsidiary any of its subsidiaries except in the ordinary course of business as conducted on that date and consistent with past practices; (b) amendments or changes to the certificate of incorporation, bylaws or other organizational documents of the Company or any of its subsidiaries; (c) (i) capital expenditure or commitment by the Company or the Subsidiary any of its subsidiaries exceeding $25,000 individually or $100,000 50,000 in the aggregate, or (ii) any other expenditure, commitment or transaction by the Company or any of its subsidiaries exceeding $25,000 individually or $50,000 in the aggregate other than, in the case of clause (ii), in the ordinary course of business consistent with past practices; (cd) payment, discharge or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 50,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet or arising after the date thereof; (d) destruction of, material damage to or the loss of any material assets, material business or material customer of the Company or the Subsidiary (whether or not covered by insurance)Sheet; (e) collective work stoppage or labor strike or claim of wrongful discharge or other unlawful labor practice or action; (f) change in accounting methods policies or practices procedures (including any change in reserves for excess or obsolete inventory, doubtful accounts or other reserves, or depreciation or amortization policies or ratesrates or payment or collection policies or practices) by the Company or the Subsidiary other than as required by GAAPCompany; (gf) change in any material election in respect of Taxes (as defined belowin Section 2.10(a)), adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (hg) revaluation by the Company or the Subsidiary of any of their respective assetsits or any of its subsidiaries’ assets (whether tangible or intangible), including without limitation writing down or up the value of inventory or writing off notes or accounts receivable, settling, discounting or compromising any accounts receivable, or reversing any reserves other than in the ordinary course of business and consistent with past practice; (ih) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company WarrantsOptions; (ji) increase in the salary or other compensation payable or to become payable by the Company or the Subsidiary to any of its officers, directors, employees or advisors (other than, in except pursuant to the case terms of employees who pre-existing obligations which are not officers or directors, increases in salary in disclosed on Section 2.9(i) of the ordinary course consistent with past practice that do not exceed $5,000 per yearDisclosure Schedule), or the declaration, payment or commitment or obligation of any kind for the payment, payment by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such personperson (except pursuant to the terms of pre-existing obligations which are disclosed on Section 2.9(i) of the Disclosure Schedule); (j) termination or extension, or material amendment, waiver or modification of the terms, of any Contract; (k) commencement by or settlement of any lawsuit or proceeding or other than those entered into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment to which investigation by the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assets) are bound or any termination, extension, amendment or modification subsidiaries other than the terms routine collection of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are boundbills; (l) sale, lease, sublease, license or other disposition of any of the material assets (whether tangible or intangible) or material properties of the Company or any of its subsidiaries, including, but not limited to, the Subsidiary sale of any accounts receivable of the Company, or any creation of any security interest in such material assets or material properties; (m) loan by the Company or the Subsidiary to any person or entity, incurring by the Company or the Subsidiary of any indebtedness, guaranteeing by the Company or the Subsidiary of any indebtedness, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for trade payables and advances to employees for travel and business expenses expenses, in each case in the ordinary course of business consistent with past practices; (n) waiver or release of any material right or claim of the Company or the Subsidiaryany of its subsidiaries, including any write-off off, discount or other compromise of any account receivable of the Company or the Subsidiaryany of its subsidiaries; (o) agreement or modification to any marketing, distribution, joint venture, strategic alliance, development or similar arrangement or agreement; (p) request that any vendor or service provider hold or delay any invoices or billing statements, or any failure to purchase or replenish inventory in the ordinary course of business; (i) sale, license or transfer of any Company Intellectual Property or execution of any agreement with respect to the Company Intellectual Property with any person or entity with respect to the Intellectual Property Rights of any person or entity other than in the ordinary course of business, or (ii) purchase or in-license of any Intellectual Property Rights or execution of any agreement with respect to the Intellectual Property Rights of any person or entity other than ordinary course shrink wrap software agreements for internal operations, (iii) agreement with respect to the development of any Intellectual Property Rights with a third party, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property Rights to the Company or any of its subsidiaries; (r) destruction, damage, or loss adversely affecting any material assets (whether tangible or intangible) or material business of the Company or any of its subsidiaries (whether or not covered by insurance); (s) labor trouble or claim of wrongful discharge or other unlawful labor practice or action with respect to the Company or any of its subsidiaries; (t) notice from any material customer that such customer intends to cancel or substantially reduce its purchases of goods and services from the Company and its subsidiaries, or any such cancellation or substantial reduction; (u) notice of any claim or potential claim of ownership by any person other than the Company of the Company Intellectual Property (as defined in Section 2.13(a)) owned by or developed or created by the Company or of infringement by the Company of any other person’s Intellectual Property Rights (as defined in Section 2.13(a)); (v) circumstance, change, event or condition effect of any character that has had or is reasonably likely to have a Material Adverse Effect; or (pw) written or oral agreement by the Company, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary to do any of the things described in the preceding clauses (a) through (uv) of this SECTION Section 2.9 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement).

No Changes. Since March 31, 1999the Balance Sheet Date, except as disclosed in expressly permitted under, required or specifically consented to by Parent pursuant to Section 2.9 of the Disclosure Schedule4.1 or Section 4.3 hereof, there has not been, occurred or arisen any: (a) transaction by the Company or the Subsidiary except in the ordinary course of business as conducted on that date and consistent with past practices; (b) capital expenditure modifications, amendments or changes to the Charter Documents or organizational documents of any Subsidiary; (c) expenditure, transaction or commitment by the Company or the Subsidiary exceeding $25,000 individually or $100,000 75,000 in the aggregateaggregate or any commitment or transaction of the type described in Section 2.13 hereof in any case by the Company or any of its Subsidiaries; (cd) payment, discharge discharge, waiver or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 75,000 in the aggregate, of any claim, liability liability, right or obligation (absolute, accrued, asserted or unasserted, contingent or otherwiseotherwise of the Company or any of its Subsidiaries), other than paymentpayments, discharge discharges or satisfaction satisfactions in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet or arising after the date thereofSheet; (de) destruction of, material damage to to, or the loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company or the Subsidiary any of its Subsidiaries (whether or not covered by insurance); (ef) collective work stoppage employment dispute, including claims or matters raised by any individual, Governmental Entity, or any workers’ representative organization, bargaining unit or union regarding labor strike trouble or claim of wrongful discharge or other unlawful employment or labor practice or actionaction with respect to the Company or any of its Subsidiaries; (fg) adoption or change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary any of its Subsidiaries other than as required by GAAP; (gh) change in any material election in respect adoption of Taxes (as defined below), adoption or change in any Tax accounting method or material Tax election, closing agreement in respect of Taxes, agreement or settlement of any Tax claim or assessment in respect of Taxesassessment, or extension or waiver of the limitation period applicable to any Tax claim or assessment in respect of Taxesassessment; (hi) revaluation by the Company or the Subsidiary any of its Subsidiaries of any of their respective assetsits assets (whether tangible or intangible), including writing down the value of inventory or writing off notes or accounts receivable; (ij) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock or the capital stock of any Subsidiary, or any split, combination or reclassification in respect of any shares of Company Capital Stock or the capital stock of any Subsidiary, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital StockStock or the capital stock of any Subsidiary, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the capital stock of any Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company Warrants; (jk) material increase in or other change to the salary or other compensation payable or to become payable by the Company or the Subsidiary any of its Subsidiaries to any of its their respective officers, directors, employees employees, consultants or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year)advisors, or the declaration, payment or commitment or obligation of any kind for the paymentpayment (whether in cash, equity or other property) by the Company or the Subsidiary, any of its Subsidiaries of a severance payment, change of control payment, termination payment, bonus or other additional salary or compensation to any such person; (kl) other than those entered into in any termination or extension, or material waiver, amendment or modification of the ordinary course terms of business consistent with past practice, any material agreement, contract, covenant, instrument, leaselease (including, without limitation, all Lease Agreements), license or commitment to which the Company or the Subsidiary any of its Subsidiaries is a party or by which it or any of its assets (including intangible assets) are bound or any termination, extension, amendment or modification the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their respective assets are bound; (lm) sale, lease, sublease, license or other disposition of any of the material assets (whether tangible or material intangible) or properties of the Company or any of its Subsidiaries, including the Subsidiary sale of any accounts receivable of the Company or any of its Subsidiaries, or any creation of any security interest in such material assets or material properties; (mn) material loan by the Company or the Subsidiary any of its Subsidiaries to any person Person, or entitypurchase by the Company or any of its Subsidiaries of any debt securities of any Person or amendment to the terms of any outstanding loan agreement, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practices; (o) incurring by the Company or the Subsidiary any of its Subsidiaries of any material indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company or the Subsidiary any of its Subsidiaries of any indebtedness, issuance or sale of any debt securities of the Company or the Subsidiary any of its Subsidiaries or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practices; (np) waiver or release of any material right or claim of the Company or the Subsidiaryany of its Subsidiaries, including any write-off waiver, release or other compromise of any account receivable of the Company or the Subsidiaryany of its Subsidiaries; (oq) commencement or settlement of any lawsuit by the Company or any of its Subsidiaries, the commencement, settlement, notice or, to the Knowledge of the Company, threat of any lawsuit or proceeding or other investigation against the Company or any of its Subsidiaries or relating to their respective businesses, properties or assets, or any reasonable basis for any of the foregoing; (r) written notice of any claim or potential claim of ownership, interest or right by any person other than the Company or any of its Subsidiaries of the Company Intellectual Property owned by or developed or created by the Company or any of its Subsidiaries or of infringement by the Company or any of its Subsidiaries of any other Person’s Intellectual Property; (s) issuance, grant, delivery, sale or purchase, or proposal, contract or agreement to issue, grant, deliver, sell or purchase, by the Company or any of its Subsidiaries, of any shares of Company Capital Stock or shares of capital stock of any of its Subsidiaries or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock or shares of capital stock of any of its Subsidiaries, or any subscriptions, warrants, options, rights or securities to acquire any of the foregoing, except for issuances of Company Capital Stock upon the exercise of Company Options or Company Warrants or the conversion of Company Preferred Stock or the grant of options to purchase Company Common Stock to employees of the Company under the Plan in the ordinary course of business and consistent with past practice; (t) (i) sale, lease, license or transfer of any Company Intellectual Property or execution, modification or amendment of any agreement with respect to Company Intellectual Property with any Person or with respect to the Intellectual Property of any Person except in the ordinary course of business consistent with past practice, or (ii) purchase or license of any Intellectual Property or execution, modification or amendment of any agreement with respect to the Intellectual Property of any Person, other than non-exclusive, end-user licenses for the Company’s products entered into in the ordinary course of business, (iii) agreement or modification or amendment of an existing agreement with respect to the development of any Intellectual Property with a third party, other than non-exclusive, end-user licenses for the Company’s products entered into in the ordinary course of business, or (iv) change in pricing or royalties set or charged by the Company or any of its Subsidiaries to their respective customers or licensees or in pricing or royalties set or charged by Persons who have licensed Intellectual Property to the Company except in the ordinary course of business consistent with past practice; (u) agreement or modification to any Material Contract pursuant to which any other party is or was granted marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to any products or technology of the Company or any of its Subsidiaries; (v) event or condition of any character that has had or is reasonably likely to have a Company Material Adverse Effect; (w) purchase or sale of any interest in real property, granting of any security interest in any real property or lease, license, sublease or other occupancy of any Leased Real Property or other real property by the Company or any of its Subsidiaries; (x) acquisition by the Company or any of its Subsidiaries or agreement by the Company or any of its Subsidiaries to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or corporation, partnership, association or other business organization or division thereof, or other acquisition or agreement to acquire any assets or any equity securities that are material, individually or in the aggregate, to the business of the Company or any of its Subsidiaries; (y) grant by the Company or any of its Subsidiaries of any severance, change in control or termination pay (in cash or otherwise) to any Employee, including any officer, except payments made pursuant to written agreements disclosed in the Disclosure Schedule; (z) adoption, amendment or termination of any Company Employee Plan, execution or amendment of any Employee Agreement, or payment or agreement by the Company or any of its Subsidiaries to pay any bonus or special remuneration to any director or Employee, or increase or modify the salaries, wage rates or other compensation (including any equity-based compensation) of any Employee, other than non-material increases in the ordinary course of business consistent with past practice; (aa) execution of any strategic alliance, affiliate or joint marketing arrangement or agreement by the Company or any of its Subsidiaries; (bb) hiring, promotion, demotion or termination or other change to the employment status or title of any employees; or (pcc) agreement by the CompanyCompany or any of its Subsidiaries, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary any of its Subsidiaries, to do any of the things described in the preceding clauses (a) through (ubb) of this SECTION 2.9 Section 2.10 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this Agreement, any Related Agreements and any Employment Related Agreements).

No Changes. Since March 31, 1999, except Except as disclosed set forth in Section Schedule 2.9 of the Disclosure Schedule, since the date of the balance sheet included in the Company interim financials, and through the date of this Agreement, there has not been, occurred or arisen any: (a) transaction by the Company or the Subsidiary except in the ordinary course of business as conducted on that date and consistent with past practicespractices and except as contemplated by this Agreement; (b) capital expenditure amendments or commitment by changes to the Company Articles of Organization or Bylaws of the Subsidiary exceeding $25,000 individually or $100,000 in Company, except for filing of a Certificate of Designation, Preferences and Rights to establish and authorize the aggregateSeries D Preferred Stock; (c) payment, discharge capital expenditure or satisfaction, in any amount in excess capital commitment by the Company of more than $25,000 in any one case, individual case or $100,000 50,000 in the aggregate, of any claim, liability or obligation aggregate (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction commitments to pay expenses incurred in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet or arising after the date thereofconnection with this transaction); (d) destruction of, material damage to or the loss of any material assets, material business or material customer of the Company or the Subsidiary (whether or not covered by insurance); (e) collective work stoppage or stoppage, labor strike or claim other labor trouble, or any material action, suit, claim, labor dispute or grievance relating to any labor, safety or discrimination matter involving the Company, including, without limitation, charges of wrongful discharge or other unlawful labor practice practices or actionactions; (f) change in accounting methods methods, principles or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAPCompany; (g) change revaluation in any material election in respect of Taxes (as defined below), adoption or change in any accounting method in respect of Taxes, agreement or settlement by the Company of any claim of its assets, including, without limitation, writing down the value of capitalized inventory or assessment in respect of Taxes, writing off notes or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxesaccounts receivable; (h) revaluation by the Company or the Subsidiary of any of their respective assets; (i) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in with respect of to any Company Capital Stock or any split, combination or reclassification in respect of any shares of Company Capital Stock or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, purchase or other acquisition by the Company of any shares Company Capital Stock, other than repurchases of Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock (or optionsfrom directors, warrants officers, employees, consultants or other rights convertible intopersons performing services for the Company pursuant to agreements under which the Company has the option to repurchase such shares at cost upon the termination of employment or other services; (i) split, exercisable combination or exchangeable therefor), except in accordance with the agreements evidencing reclassification of any Company Options or Company WarrantsCapital Stock; (j) increase in the salary or other compensation payable or to become payable by the Company or the Subsidiary to any of its officers, directors, employees or advisors advisors, including, but not limited to, the modification of any existing compensation or equity arrangements with such individuals (other than, in which modification may include the case amendment of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per yearany vesting terms related to Company Options held by such individuals), or the declaration, payment or commitment or obligation of any kind for the payment, by the Company or the SubsidiaryCompany, of a severance payment, termination payment, bonus or other additional salary or compensation to any such personperson except for in the ordinary course of the Company's business or as the Company is obligated as of the date hereof; (k) other than those entered granting of any increase in severance or termination pay or entry into in any currently effective employment, severance, termination or indemnification agreement or any agreement the ordinary course benefits of business consistent with past practice, any which are contingent or the terms of which are materially altered upon the occurrence of the Merger; (l) material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assets) are is bound or any termination, extension, amendment or modification of the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they it or any of their its assets are is bound; (lm) sale, lease, license or other disposition of any of the material assets or material properties of the Company Company, or the Subsidiary or any creation of any lien or security interest (except for those arising by operation of law and statute) in such material assets or material properties except in the ordinary course of business and consistent with past practices ("Liabilities"), or such liens or interests which do not materially impair the value or use of such assets or properties; (mn) loan by the Company or the Subsidiary to any person or entity, incurring by the Company or the Subsidiary of any indebtedness, guaranteeing by the Company or the Subsidiary of any indebtedness, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business business, consistent with past practices; (no) waiver or release of any material right or claim of the Company or the SubsidiaryCompany, including any write-off or other compromise of any account receivable of the Company or the Subsidiary(other than as required by GAAP); (op) commencement or notice or threat of commencement of any lawsuit or proceeding against or investigation of the Company or its affairs; (q) except as set forth in Schedule 2.3(b) or as contemplated by this Agreement (including the issue of shares of Series D Preferred Stock for cash), issuance or sale by the Company of any Company Capital Stock, or securities exchangeable, convertible or exercisable therefor, or any securities, warrants, options or rights to purchase any of the foregoing or any amendment of any existing equity arrangement; (r) event or condition of any character that has had or is reasonably likely would be expected to have a Company Material Adverse Effect; or (ps) agreement by the Company, the Subsidiary Company or any officer or employees on behalf of the Company or the Subsidiary thereof to do any of the things described in the preceding clauses (a) through (us) of this SECTION 2.9 (other than negotiations and other actions with Parent and its representatives regarding the transactions contemplated by this Agreement).

No Changes. Since March 31the Balance Sheet Date, 1999, except as disclosed in Section 2.9 each of the Disclosure ScheduleCompany and its Subsidiaries has conducted its respective business only in the ordinary course consistent with past practice, and there has not been, occurred or arisen any: (a) any transaction by the involving more than Twenty Thousand Dollars ($20,000) or adversely affecting any Company or the Subsidiary except in the ordinary course of business as conducted on that date and consistent with past practicesIntellectual Property; (b) amendments or changes to the Charter Documents or the organizational documents of any Subsidiary; (c) capital expenditure or commitment by the Company or the Subsidiary exceeding Twenty Thousand Dollars ($25,000 20,000) individually or One Hundred Thousand Dollars ($100,000 100,000) in the aggregate; (c) payment, discharge or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet or arising after the date thereof; (d) destruction ofemployment dispute, material damage to including but not limited to, claims or the loss of matters raised by any material assetsindividuals or any workers' representative organization, material business bargaining unit or material customer of the Company or the Subsidiary (whether or not covered by insurance); (e) collective work stoppage or union regarding labor strike trouble or claim of wrongful discharge or other unlawful employment or labor practice or actionaction with respect to the Company; (fe) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAP; (gf) change in any material election in respect of Taxes (as defined below), adoption or change in any accounting method in respect of Taxes, agreement or settlement of any claim or assessment in respect of Taxes, or extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (hg) revaluation by the Company or the Subsidiary of any of their respective assetsits assets (whether tangible or intangible), including, writing down the value of inventory or writing off, discounting or otherwise compromising any notes or accounts receivable in an amount in excess of Five Thousand Dollars ($5,000); (ih) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company Warrants; (ji) except for any Release Payment, increase in the salary or other compensation payable or to become payable by the Company or the Subsidiary to any of its respective officers, directors, employees or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year)advisors, or the declaration, payment or commitment or obligation of any kind for the payment, payment (whether in cash or equity) by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such person; (k) other than those entered into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assets) are bound or any termination, extension, amendment or modification the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are bound; (lj) sale, lease, license lease or other disposition of any of the material assets (whether tangible or material intangible) or properties of the Company or Company, including, but not limited to, the Subsidiary sale of any accounts receivable of the Company, or any creation of any security interest in such material assets or material properties; (mk) loan by the Company or the Subsidiary to any person or entity, or purchase by the Company or of any debt securities of any person or entity; (l) incurring by the Company or the Subsidiary of any indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company or the Subsidiary of any indebtedness, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the regular and ordinary course of business consistent with past practices; (nm) waiver or release of any material right or claim of the Company Company; (n) commencement or settlement of any lawsuit by the SubsidiaryCompany, including the commencement, settlement, notice or, to the Knowledge of the Company, threat of any write-off lawsuit or proceeding or other compromise of any account receivable of investigation against the Company or its affairs, or any reasonable basis for any of the Subsidiaryforegoing; (o) notice of any claim or potential claim of ownership, interest or right by any person other than the Company of the Company Intellectual Property (as defined in SECTION 2.13) owned by or developed or created by the Company or of infringement by the Company of any other person's Intellectual Property (as defined in SECTION 2.13); (p) issuance or sale, or contract or agreement to issue or sell, by the Company of any shares of Company Capital Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock, or any securities, warrants, options or rights to purchase any of the foregoing, except for issuances of Company Options or Company Capital Stock upon the exercise of Company Options issued under the Plans and Company Warrants; (q) (i) sale or license of any Company Intellectual Property or execution, modification or amendment of any agreement with respect to the Company Intellectual Property with any person or entity or with respect to the Intellectual Property of any person or entity, (ii) purchase or license of any Intellectual Property or execution, modification or amendment of any agreement with respect to the Intellectual Property of any person or entity, (iii) agreement or modification or amendment of an existing agreement with respect to the development of any Intellectual Property with a third party, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to the Company; (r) event or condition of any character that has had or is reasonably likely to have a Company Material Adverse Effect, or any of the events set forth in SECTION 8.1(f) hereof; (s) lease, license, sublease or other occupancy of any Leased Real Property by the Company; (t) payment, discharge, waiver or satisfaction, in any amount in excess of Twenty Thousand Dollars ($20,000) in any one case, or One Hundred Thousand Dollars ($100,000) in the aggregate, of any claim, liability, right or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise of the Company), other than payments, discharges or satisfactions in the regular and ordinary course of business, of liabilities reflected or reserved against in the Current Balance Sheet; (u) Third Party Expenses incurred by the Company prior to October 5, 2004; (v) agreement, arrangement or understanding with respect to any material extension of any due date or grace period of any Contract to forebear from collecting or declaring any amount past due or any waiver of rights thereof; or (pw) agreement agreement, arrangement or understanding by the Company, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary to do any of the things described in the preceding clauses (a) through (uv) of this SECTION 2.9 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this AgreementAgreement and the Related Agreements).

No Changes. Since March 31, 1999the Balance Sheet Date, except as disclosed set forth in Section 2.9 of the Disclosure Schedule, there has not been, occurred or arisen any: (a) transaction by the Company or the Subsidiary except in the ordinary course of business as conducted on that date and consistent with past practices; (b) amendments or changes to the certificate of incorporation or bylaws of the Company; (c) capital expenditure or commitment by the Company or the Subsidiary exceeding $25,000 individually or $100,000 50,000 in the aggregate; (cd) payment, discharge or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 50,000 in the aggregate, of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwiseotherwise of the Company), other than paymentpayments, discharge discharges or satisfaction satisfactions in the ordinary course of business of liabilities liabilities: (i) reflected or reserved against in the Current Balance Sheet or arising (ii) incurred after the date thereofBalance Sheet Date in the ordinary course of business or in connection with the transactions contemplated by this Agreement; (de) destruction of, material damage to to, or the loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company or the Subsidiary (whether or not covered by insurance); (ef) collective work stoppage employment dispute, including claims or matters raised by any individuals or any workers’ representative organization, bargaining unit or union regarding labor strike trouble or claim of wrongful discharge or other unlawful employment or labor practice or actionaction with respect to the Company; (fg) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAP; (gh) adoption of or change in any material election in respect of Taxes Tax (as defined below)in Section 2.10(a) hereof) election, adoption of or change in any Tax accounting method in respect of Taxesmethod, agreement entry into any closing agreement, settlement or settlement compromise of any Tax claim or assessment in respect of Taxesassessment, or extension or waiver of the limitation period applicable to any Tax claim or assessment in respect of Taxesassessment; (hi) revaluation by the Company or the Subsidiary of any of their respective assetsits material assets (whether tangible or intangible), including without limitation, writing down the value of material inventory or writing off material notes or accounts receivable; (ij) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company Warrants; (jk) increase in the salary or other compensation payable or to become payable by the Company or the Subsidiary to any of its respective officers, directors, employees or advisors (other than, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year)advisors, or the declaration, payment or commitment or obligation of any kind for the payment, payment (whether in cash or equity) by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such person; (kl) other than those entered into in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assets) are bound Material Contract or any termination, extension, amendment or modification of the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are boundMaterial Contract; (lm) sale, lease, license or other disposition of any of the material assets (whether tangible or material intangible) or properties of the Company or outside of the Subsidiary ordinary course of business, including, but not limited to, the sale of any accounts receivable of the Company, or any creation of any security interest in such material assets or material properties; (mn) loan by the Company or the Subsidiary to any person or entity, incurring or purchase by the Company or the Subsidiary of any indebtedness, guaranteeing by the Company or the Subsidiary of any indebtedness, issuance or sale of any debt securities of the Company any person or the Subsidiary or guaranteeing of any debt securities of othersentity, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practices; (no) incurring by the Company of any Indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company of any indebtedness, issuance or sale of any debt securities of the Company or guaranteeing of any debt securities of others; (p) waiver or release of any right or claim of the Company or the SubsidiaryCompany, including any write-off or other compromise of any account receivable of the Company or the SubsidiaryCompany; (oq) commencement or settlement of any lawsuit by the Company, the commencement, settlement, notice or, to the Knowledge of the Company, threat of any lawsuit or proceeding or other investigation against the Company, or, to the Company’s Knowledge, any reasonable basis for any of the foregoing; (r) notice of any claim or potential claim of ownership, interest or right by any person other than the Company of the Company Intellectual Property (as defined in Section 2.13 hereof) or of infringement by the Company of any other person’s Intellectual Property (as defined in Section 2.13 hereof); (s) issuance or sale, or contract or agreement to issue or sell, by the Company of any shares of Company Capital Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Capital Stock, or any securities, warrants, options or rights to purchase any of the foregoing; (i) except standard end user licenses entered into in the ordinary course of business, sale or license of any Company Intellectual Property or execution, modification or amendment of any agreement with respect to the Company Intellectual Property with any person or entity or with respect to the Intellectual Property of any person or entity, or (ii) except in the ordinary course of business, purchase or license of any Intellectual Property or execution, modification or amendment of any agreement with respect to the Intellectual Property of any person or entity, (iii) agreement or modification or amendment of an existing agreement with respect to the development of any Intellectual Property with a third party, or (iv) change in pricing or royalties set or charged by the Company to its customers or licensees or in pricing or royalties set or charged by persons who have licensed Intellectual Property to the Company; (u) agreement or modification to any agreement pursuant to which any other party was granted marketing, distribution, development, manufacturing or similar rights of any type or scope with respect to any products or technology of the Company; (v) event or condition of any character that has had or is reasonably likely to have a Company Material Adverse Effect; (w) lease, license, sublease or other occupancy of any Leased Real Property by the Company; or (px) agreement by the Company, the Subsidiary or any officer or employees on behalf of the Company or the Subsidiary Company, to do any of the things described in the preceding clauses (a) through (uw) of this SECTION Section 2.9 (other than negotiations with Parent and its representatives regarding the transactions contemplated by this AgreementAgreement and the Related Agreements).

No Changes. Since March 31, 1999, except Except as disclosed in set forth on Section 2.9 4.9 of the Disclosure ScheduleLetter, since the Balance Sheet Date, there has not been, occurred or arisen any: (a) transaction by amendments or changes to the Charter Documents of the Company or the Subsidiary except in the ordinary course of business other than as conducted on that date and consistent with past practicescontemplated by this Agreement; (b) capital expenditure or commitment by the Company or the Subsidiary exceeding $25,000 individually or $100,000 50,000 in the aggregate; (c) payment, discharge or satisfaction, in any amount in excess of $25,000 in any one case, or $100,000 in the aggregate, satisfaction of any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwiseotherwise of the Company), other than paymentpayments, discharge discharges or satisfaction satisfactions in the ordinary course of business of liabilities Liabilities reflected or reserved against in the Current Balance Sheet or arising after in the date thereofordinary course of business since the Balance Sheet Date; (d) destruction of, material damage to to, or the loss of any material assetsassets (whether tangible or intangible), material business or material customer of the Company or the Subsidiary (whether or not covered by insurance); (e) collective work stoppage employment dispute, or receipt of written notice of any claim, or written threat of a claim, that the Company has violated any employment Laws, including any such claims or matters raised by any Employee or any workers’ representative organization, bargaining unit or union regarding labor strike trouble or claim of wrongful discharge or other unlawful employment or labor practice or actionaction with respect to the Company; (f) change in accounting methods or practices (including any change in depreciation or amortization policies or rates) by the Company or the Subsidiary other than as required by GAAPCompany; (g) adoption of or change in any material Tax election in or any Tax accounting method, entering into any agreement with a Governmental Authority with respect of Taxes (as defined below), adoption or change in any accounting method in respect of to Taxes, agreement settlement or settlement compromise of any Tax claim or assessment in respect of Taxesassessment, or extension or waiver of the limitation period applicable to any material Tax claim or assessment in respect assessment, or filing of Taxesany amended material Tax Return; (h) revaluation by the Company or the Subsidiary of any of their respective assetsits assets (whether tangible or intangible), including writing down the value of inventory or writing off notes or Accounts Receivable; (i) declaration, setting aside or payment of a dividend or other distribution (whether in cash, stock or property) in respect of any Company Capital Stock Stock, or any split, combination or reclassification in respect of any shares of Company Capital Stock Stock, or any issuance or authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of Company Capital Stock, or any direct or indirect repurchase, redemption, or other acquisition by the Company of any shares of Company Capital Stock or by the Subsidiary of Subsidiary Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable therefor), except in accordance with the agreements evidencing Company Options or Company Warrants; (j) hiring or termination of any Employee of the Company with a title of Senior Manager or above, request by the company that any Employee resign from the Company, promotion, demotion or other change to the employment status or title of any Employee of the Company with a title of Senior Manager or above or resignation or removal of any director of the Company, in each case, other than in the ordinary course of business; (k) increase in the salary or other compensation (including any bonus or equity based compensation whether payable in cash, securities or otherwise) or fringe benefits, payable or to become payable by the Company or the Subsidiary to any of its officers, directors, employees or advisors (other thanemployees, in the case of employees who are not officers or directors, increases in salary in the ordinary course consistent with past practice that do not exceed $5,000 per year)consultants, or the declarationadvisors, payment or commitment or obligation of any kind for the payment, by the Company or the Subsidiary, of a severance payment, termination payment, bonus or other additional salary or compensation to any such person; (k) other than those entered into increases to salaries or cash or equity incentive opportunities made in the ordinary course of business consistent with past practice, any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or the Subsidiary is a party or by which it or any of its assets (including intangible assets) are bound or any termination, extension, amendment or modification the terms of any material agreement, contract, covenant, instrument, lease, license or commitment to which the Company or Subsidiary is a party or by which they or any of their assets are bound; (l) adoption of or entrance into by the Company any Contract for, or other commitment by the Company to pay, a severance payment or similar termination payment to any of its officers, directors, Employees, consultants, or advisors, other than in the ordinary course of business; (m) sale, lease, license or other disposition of any of the material assets (whether tangible or material intangible) or properties of the Company or outside of the Subsidiary ordinary course of business, including the sale of any Accounts Receivable, or any creation of any security interest in such material assets or material properties; (mn) loan by the Company or the Subsidiary to any person Person, or entity, incurring purchase by the Company or the Subsidiary of any indebtednessdebt securities of any Person, except for advances to employees for travel and business expenses in the ordinary course of business; (o) incurrence by the Company of any material Indebtedness, amendment of the terms of any outstanding loan agreement, guaranteeing by the Company or the Subsidiary of any indebtednessIndebtedness, issuance or sale of any debt securities of the Company or the Subsidiary or guaranteeing of any debt securities of others, except for advances to employees for travel and business expenses in the ordinary course of business consistent with past practicesbusiness; (np) waiver or release of any right or claim of the Company or the SubsidiaryCompany, including any write-off or other compromise of any account receivable of the Company or the SubsidiaryAccounts Receivable; (oq) any event commencement or condition settlement of any character that has had or is reasonably likely to have a Material Adverse Effect; or (p) agreement lawsuit by the Company, the Subsidiary commencement, settlement, notice or, to the Knowledge of the Company, threat of any lawsuit or proceeding or other investigation against the Company, its affairs, or relating to any of its businesses, properties or assets, or any officer or employees on behalf of the Company or the Subsidiary to do reasonable basis for any of the things described foregoing; (r) notice of any claim or potential claim of ownership, interest or right by any Person other than the Company in or to the Company Intellectual Property or of infringement by the Company of any other Person’s Intellectual Property Rights; (s) issuance or sale, or contract or agreement to issue or sell, by the Company of any shares of Company Common Stock or securities convertible into, or exercisable or exchangeable for, shares of Company Common Stock or any securities, warrants, options or rights to purchase any of the foregoing; (i) except for agreements with customers entered into in the preceding clauses ordinary course of business on the Company’s form of customer agreement, sale, lease, license or transfer to any Person of any Company Intellectual Property or execution, modification or amendment of any agreement with respect to the Company Intellectual Property with any Person, (aii) through except for licenses for Off the Shelf Software entered into in the ordinary course of business, purchase or license of any Intellectual Property Rights or execution, modification or amendment of any agreement with respect to the Intellectual Property Rights of any Person, (uiii) agreement or modification or amendment of this SECTION 2.9 (other than negotiations an existing agreement with Parent and its representatives regarding respect to the transactions contemplated by this Agreement).development of any Technology or Intellectual Property Rights with a third party, or