Common use of Ordinary Course Clause in Contracts

Ordinary Course. During the period from the date of this Agreement to the Effective Time of the Merger (except as otherwise specifically contemplated by the terms of this Agreement), EVI shall and shall cause each of its significant subsidiaries (i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary of EVI to EVI or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiaries, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of EVI or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock options; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities other than, in the case of EVI, (A) the issuance of EVI Common Stock upon the exercise of stock options outstanding on the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businesses; (iii) amend EVI's Restated Certificate of Incorporation or By-laws; (iv) except for those contemplated transactions described in the EVI Disclosure Letter, acquire or agree to acquire any business, corporation, partnership, association, joint venture, limited liability company or other entity or division thereof involving the payment of consideration, in aggregate for all such acquisitions, in excess of $250 million without the written consent of the Company, which consent shall not be unreasonably withheld; (v) incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, except for such borrowings that would not result in the total

Ordinary Course. During the period from the date of this --------------- Agreement to the earlier of the Effective Time of the Merger and the appointment or election of the Purchaser's designees to the Company Board pursuant to Section 1.3 (such earlier time, the "Control Time"), the Company shall, and ------------ shall cause its Subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use all reasonable efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them to the end that their goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, except as contemplated by this Agreement or otherwise approved in writing by Parent, during the period from the date of this Agreement to the Effective Time of Control Time, the Merger (except as otherwise specifically contemplated by the terms of this Agreement)Company shall not, EVI shall and shall cause each not permit any of its significant subsidiariesSubsidiaries to: (i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary Subsidiary of EVI the Company to EVI or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiariesits parent, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of EVI the Company or any of its subsidiaries Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionssecurities; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stockstock (including shares issued and held in treasury), any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities securities, other than, in the case of EVI, (A) than the issuance of EVI Common Stock upon the exercise of stock options Company Options outstanding on the date of this Agreement in accordance with their current present terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businesses; (iii) amend EVI's Restated Certificate its certificate of Incorporation incorporation, by-laws or By-lawsother comparable charter or organizational documents; (iv) except for those contemplated transactions described in the EVI Disclosure Letter, acquire or agree to acquire (A) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any businessother manner, any business or any corporation, partnership, association, joint venture, limited liability company association or other entity business organization or division thereof involving or (B) any assets that are material, individually or in the payment aggregate, to the Company and its Subsidiaries taken as a whole, except purchases of consideration, inventory in aggregate for all such acquisitions, in excess the ordinary course of $250 million without the written consent of the Company, which consent shall not be unreasonably withheldbusiness consistent with past practice; (v) sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its properties or assets, except sales of inventory in the ordinary course of business consistent with past practice; (vi) (A) incur any obligation indebtedness for borrowed money or purchase money indebtednessguarantee any such indebtedness of another person, whether issue or not evidenced by a notesell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries, bondguarantee any debt securities of another person, debenture enter into any "keep well" or similar instrumentother agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, except for such short-term borrowings that would not result incurred in the totalordinary course of business consistent with past practice and pursuant to existing agreements not to exceed in the aggregate $250,000, or (B) make any loans, advances or capital contributions to, or investments in, any other person, other than to the Company or any direct or indirect wholly owned Subsidiary of the Company except for travel advances and loans to employees in amounts not to exceed $10,000 in the aggregate; (vii) make or agree to make any new capital expenditure or expenditures which, individually, is in excess of $50,000 or, in the aggregate, are in excess of $250,000; (viii) (A) grant to any officer of the Company or any of its Subsidiaries any increase in compensation, except as was required under employment agreements in effect as of December 31, 1996, (B) grant to any officer of the Company or any of its Subsidiaries any increase in severance or termination pay, except as was required under employment, severance or termination agreements in effect as of December 31, 1996, (C) enter into any employment, severance or termination agreement with any officer of the Company or any of its Subsidiaries or (D) amend any benefit plan in any respect; (ix) make any change in accounting methods, principles or practices materially affecting the Company's assets, liabilities or business, except insofar as may have been required by a change in generally accepted accounting principles; (x) pay, discharge, settle or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge, settlement or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms; (xi) except in the ordinary course of business, modify, amend or terminate any material Contract or waive or release or assign any material rights or claims; (xii) make any material tax election or settle or compromise any material income tax liability; or (xiii) authorize any of, or commit or agree to take any of, the foregoing actions.

Ordinary Course. During the period from the date of this Agreement to the Effective Time of the Merger Closing Date (except as otherwise specifically contemplated by the terms of this Agreement), EVI shall the Company shall, and Seller shall cause each the Company to, carry on its businesses in the usual, regular, and ordinary course in substantially the same manner as conducted at the date hereof, and, to the extent consistent therewith, use all reasonable efforts to preserve intact its current business organization, keep available the services of its significant subsidiariescurrent officers and employees and preserve its relationships with customers, suppliers, licensors, licensees, distributors, and others having business dealings with the Company, in each case consistent with past practice, to the end that their goodwill and ongoing businesses shall be unimpaired to the fullest extent possible at the Closing Date. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, prior to the Closing Date the Companies will not, and Seller will not, without the prior written consent of Buyer, permit or allow the Company to: (i) (A) declare, set aside aside, or pay any dividends on, or make any other distributions (other than distributions to each Seller for amounts not exceeding their respective income tax liabilities) in respect of, any of its capital stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary of EVI to EVI or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiaries, (B) split, combine combine, or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem redeem, or otherwise acquire any shares of capital stock of EVI or any of its subsidiaries the Company or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionssecurities; (ii) issue, deliver, sell, pledge pledge, dispose of, or otherwise encumber any shares of its capital stock, any other voting securities stock or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities other than, in the case of EVI, (A) the issuance of EVI Common Stock upon the exercise of stock options outstanding on the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businessescapital stock; (iii) amend EVI's Restated Certificate of Incorporation or By-lawsthe Company Charter Document; (iv) except for those contemplated transactions described in the EVI Disclosure Letter, acquire or agree to acquire (A) by merging or consolidating with, or by purchasing a substantial portion of the stock, or other ownership interests in, or assets of, or by any businessother manner, any business or any corporation, partnership, association, joint venture, limited liability company company, or other entity or division thereof involving thereof, or (B) any assets that would be material, individually or in the payment of considerationaggregate, in aggregate for all such acquisitions, in excess of $250 million without the written consent of to the Company, which consent shall not be unreasonably withheldexcept purchases of supplies and inventory in the ordinary course of business consistent with past practice; (v) sell, lease, mortgage, pledge, ▇▇▇▇▇ ▇ ▇▇▇▇ on, or otherwise encumber or dispose of any of its properties or assets, except (A) in the ordinary course of business consistent with past practice or (B) other transactions involving not in excess of $20,000.00 in the aggregate; (vi) (A) incur any obligation indebtedness for borrowed money or purchase guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, except for (1) working capital borrowings under revolving credit facilities incurred in the ordinary course of business, and (2) indebtedness incurred to refund, refinance, or replace indebtedness for borrowed money indebtednessoutstanding on the date hereof, or (B) make any loans, advances or capital contributions to, or investments in, any other person, other than employees of the Company in the ordinary course of business consistent with past practice; (vii) make or incur capital expenditures in the aggregate in excess of $20,000; (viii) make any material election relating to Taxes or settle or compromise any material Tax liability; (ix) pay, discharge, or satisfy any claims, liabilities, or obligations (absolute, accrued, asserted or unasserted, contingent, or otherwise), other than the payment, discharge, or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms of liabilities reflected or reserved against in, or contemplated by, the Company Balance Sheet; (x) waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar agreement to which the Company is a party; (xi) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization, or reorganization; (xii) change any accounting principle used by it; (xiii) settle or compromise any litigation (whether or not evidenced by a notecommenced prior to the date of this Agreement) other than settlements or compromises of litigation where the amount paid in settlement or compromise does not exceed $10,000.00; (xiv) (A) enter into any new, bondor amend any existing, debenture severance agreement or similar instrumentarrangement, deferred compensation arrangement or employment agreement with any officer, director, or employee, except for such borrowings that would not result that, the Company may hire additional employees to the extent deemed by its management to be in the totalbest interests of the Company; provided, that the Company may not enter into any employment or severance agreement or any deferred compensation arrangement with any such additional employees; (B) adopt any new incentive, retirement or welfare benefit arrangements, plans or programs for the benefit of current, former or retired employees or amend any existing Company benefit plan (other than amendments required by law); (C) grant any increases in employee compensation, other than in the ordinary course or pursuant to promotions, in each case consistent with past practice (which shall include normal individual periodic performance reviews and related compensation and benefit increases and bonus pa yments consistent with past practices); or (D) grant any stock options or stock awards; or (xv) authorize any of, or commit or agree to take any of, the foregoing actions.

Ordinary Course. During the period from the date ‌ (a) amend its articles, notice of this Agreement to the Effective Time articles or Certificate of the Merger Incorporation (or like charter documents), except as otherwise specifically contemplated by the terms of Amalgamation and this Agreement); (b) subdivide, EVI shall and shall cause each split, combine, consolidate, or reclassify any of its significant subsidiariesoutstanding shares of capital stock; (ic) accelerate the vesting of any unvested options or otherwise amend, vary or modify the ▇▇▇ stock option plan or any options granted thereunder; (Ad) declare, set aside or pay any dividends on, dividend or make any other distributions distribution payable in cash, shares, stock, securities or property with respect of, to any of its shares of capital stock, stock other than dividends and distributions by any direct consistent with past practice; (e) repurchase, redeem, or indirect wholly owned subsidiary of EVI to EVI otherwise acquire, directly or a wholly owned subsidiary of EVI and immaterial dividendsindirectly, distributions and other similar transactions involving existing subsidiaries, (B) split, combine or reclassify any of its capital stock or issue any securities convertible into or authorize the issuance of exchangeable or exercisable into any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of EVI or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock options; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock; (f) incur, guarantee, assume or modify any additional indebtedness for borrowed money in an aggregate amount in excess of $50,000 in the ordinary course of business; (g) other voting securities than pursuant to obligations or rights under existing written contracts, agreements and commitments, sell, lease or otherwise dispose of any material property or assets or enter into any agreement or commitment in respect of any of the foregoing; (h) amend or propose to amend the rights, privileges and restrictions attaching to the ▇▇▇ Shares or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities other than, in of the case terms of EVI, (A) the issuance of EVI Common Stock upon the exercise of its stock options outstanding on or common share purchase warrants as they exist at the date of this Agreement in accordance Agreement, or reduce its stated capital; (i) enter into any agreements outside of the ordinary course with its directors or officers or their current termsrespective affiliates; (j) except as required by IFRS, or any applicable law, make any changes to the existing accounting practices of ▇▇▇ or make any material tax election inconsistent with past practice; (k) enter into, without prior consultation with and consent of GLC, new commitments of a capital expenditure nature or incur any new contingent liabilities other than (A) expenditures required by law; (B) those acquisitions described expenditures made in Section 4.2 of the EVI Disclosure Schedule, or connection with transactions contemplated in this Agreement; and (C) expenditures required to prevent the issuance occurrence of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businessesMaterial Adverse Effect; (iiil) amend EVI's Restated Certificate enter into or modify any employment, consulting, severance, collective bargaining or similar agreement, policy or arrangement with, or grant any bonus, salary increase, option to purchase shares, pension or supplemental pension benefit, profit sharing, retirement allowance, deferred compensation, incentive compensation, severance, change of Incorporation control or By-lawstermination pay to, or make any loan to, any officer, director, employee or consultant of ▇▇▇; (ivm) except for those contemplated transactions described enter into, terminate, amend, or vary any material agreements; or (n) do or fail to do anything that would result in the EVI Disclosure Letter, acquire or agree to acquire any business, corporation, partnership, association, joint venture, limited liability company or other entity or division thereof involving the payment of consideration, in aggregate for all such acquisitions, in excess of $250 million without the written consent of the Company, which consent shall representations set forth in Article V not to be unreasonably withheld; (v) incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, except for such borrowings that would not result in true and correct on the totalEffective Date.

Ordinary Course. During Subco Parent shall cause Subco to conduct business only in the period from the date of this Agreement to the Effective Time of the Merger (ordinary course consistent with past practice and, except as otherwise specifically contemplated in this Agreement or as agreed to between the Parties or as required by applicable Laws, from the terms time of this Agreement)incorporation of Subco, EVI Subco Parent shall and shall cause each ensure that Subco does not: (a) amend its notice of articles or articles; (b) subdivide, split, combine, consolidate, or reclassify any of its significant subsidiariesoutstanding share capital; (c) issue or agree to issue any securities except in connection with (i) the Subco Private Placement or upon conversion of the securities issued in connection with the Subco Private Placement; (Aii) the Business Combination and this Agreement (including, for greater certainty, the acquisition of the Technology pursuant to the Contribution Agreement); (iii) a bona fide purchase of assets or shares from an arm’s length third party; (iv) one or more debt financing transactions in connection with the acquisition of any property or assets; and (v) any tax planning transaction undertaken by any Subco Shareholder in the context of the Business Combination (including without limitation any “safe income” crystallization transaction); (d) declare, set aside or pay any dividends on, dividend or make any other distributions distribution payable in cash, shares, stock, securities or property with respect ofto any of its share capital other than consistent with past practice; (e) repurchase, redeem, or otherwise acquire, directly or indirectly, any of its share capital stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary of EVI to EVI or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiaries, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of EVI or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock options; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible intointo or exchangeable or exercisable into any of its shares; (f) make loans, advances or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities other than, payments other than in the case ordinary course of EVI, (A) the issuance of EVI Common Stock upon the exercise of stock options outstanding on the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, business or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, as required in connection with the acquisition of assets or equity securities of other entities or businessesBusiness Combination; (iiig) amend EVI's Restated Certificate of Incorporation incur, guarantee, assume or By-lawsmodify any additional indebtedness for borrowed money; (ivh) except for those contemplated transactions described other than pursuant to obligations or rights under existing written Contracts, agreements and commitments, sell, lease or otherwise dispose of any material property or assets or enter into any agreement or commitment in respect of any of the EVI Disclosure Letterforegoing; (i) amend or propose to amend the rights, privileges and restrictions attaching to the Subco Shares as they will exist at the date of its incorporation, or reduce its stated capital; (j) reorganize, amalgamate or merge with another Person; (k) acquire or agree to acquire any business, corporation, partnership, association, joint venture, limited liability company corporation or other entity (or material interest therein) or division of any corporation or other entity or division thereof involving the payment of consideration, in aggregate for all such acquisitions, in excess of $250 million without the written consent of the Company, which consent shall not be unreasonably withheldmaterial assets; (vl) incur enter into any obligation for borrowed money agreements outside of the ordinary course with its directors or purchase money indebtednessofficers or their respective Affiliates; or (m) except as required by generally accepted accounting principles to which Subco may be subject, whether or not evidenced by a noteany applicable Law, bond, debenture make any changes to the existing accounting practices of Subco or similar instrument, except for such borrowings that would not result in the totalmake any material tax election inconsistent with past practice.

Ordinary Course. During TheraCann will conduct business only in the period from ordinary course consistent with past practice. Except as contemplated by this Agreement, the date Amalgamation, the TheraCann Private Placement or as agreed to between the parties or as required by applicable laws, TheraCann will not: (a) Amend its Articles of this Agreement to the Effective Time of the Merger (Incorporation, except as otherwise specifically contemplated by the terms of Amalgamation and this Agreement); (b) subdivide, EVI shall and shall cause each split, combine, consolidate, or reclassify any of its significant subsidiariesoutstanding shares of capital stock; (c) issue or agree to issue any securities except: (i) pursuant to the exercise of currently outstanding options or other convertible securities, (Aii) in connection with the TheraCann Debenture Amendments, or (iii) as otherwise provided for herein; (d) declare, set aside or pay any dividends on, dividend or make any other distributions distribution payable in cash, shares, stock, securities or property with respect of, to any of its shares of capital stock, stock other than dividends and distributions by any direct consistent with past practice; (e) repurchase, redeem, or indirect wholly owned subsidiary of EVI to EVI otherwise acquire, directly or a wholly owned subsidiary of EVI and immaterial dividendsindirectly, distributions and other similar transactions involving existing subsidiaries, (B) split, combine or reclassify any of its capital stock or issue any securities convertible into or authorize the issuance of exchangeable or exercisable into any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of EVI or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock options; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock; (f) other than pursuant to obligations or rights under existing written contracts, agreements and commitments, sell, lease or otherwise dispose of any material property or assets or enter into any agreement or commitment in respect of any of the foregoing; (g) other voting securities than the TheraCann Debenture Amendments and the TheraCann Warrant Amendments, amend or propose to amend the rights, privileges and restrictions attaching to the TheraCann Shares or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities other than, in of the case terms of EVI, (A) the issuance of EVI Common Stock upon the exercise of its stock options outstanding on or common share purchase warrants as they exist at the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure ScheduleAgreement, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businessesreduce its stated capital; (iiih) amend EVI's Restated Certificate of Incorporation reorganize, amalgamate or By-lawsmerge with another Person; (ivi) except for those contemplated transactions described in the EVI Disclosure Letter, acquire or agree to acquire any business, corporation, partnership, association, joint venture, limited liability company corporation or other entity (or material interest therein) or division of any corporation or other entity or division thereof involving the payment of consideration, in aggregate for all such acquisitions, in excess of $250 million without the written consent of the Company, which consent shall not be unreasonably withheldmaterial assets; (vj) incur enter into any obligation for borrowed money agreements outside of the ordinary course with its directors or purchase money indebtednessofficers or their respective affiliates; or (k) except as required by IFRS, whether or not evidenced by a noteany applicable law, bond, debenture make any changes to the existing accounting practices of TheraCann or similar instrument, except for such borrowings that would not result in the totalmake any material tax election inconsistent with past practice.

Ordinary Course. During the period from the date of this Agreement to the Effective Time of the Merger (except as otherwise specifically contemplated by the terms of this Agreement), EVI Parent shall and shall cause each of its significant subsidiariessubsidiaries to carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, Parent shall not, and shall not permit any of its significant subsidiaries to: (i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than (I) dividends and distributions by any direct or indirect wholly wholly-owned subsidiary of EVI Parent to EVI Parent or a wholly wholly-owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiariesParent or (II) regular quarterly cash dividends declared or paid by Parent consistent with past practice, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of EVI Parent or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionssecurities; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities other than, in the case of EVIParent, (A) the issuance of EVI Common Stock Parent Shares upon the exercise of stock options Stock Options outstanding on the date of this Agreement in accordance with their current terms, or (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C) the issuance of a number of shares of EVI Common StockParent Shares, not to exceed 105% of the number of shares of EVI Common Stock Parent Shares currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businesses; (iii) amend EVI's Restated its Certificate of Incorporation or Incorporation, By-laws, or other comparable charter or organizational document; (iv) except adopt a plan of complete or partial liquidation or resolutions providing for those contemplated transactions described in the EVI Disclosure Letteror authorizing such a liquidation or a dissolution, acquire merger, consolidation, restructuring, recapitalization or agree to acquire any business, corporation, partnership, association, joint venture, limited liability company or other entity or division thereof involving the payment of consideration, in aggregate for all such acquisitions, in excess of $250 million without the written consent of the Company, which consent shall not be unreasonably withheldreorganization; (v) incur change any obligation for borrowed money or purchase money indebtedness, whether or not evidenced material accounting principle used by a note, bond, debenture or similar instrumentit, except for such borrowings that would not result in as required by regulations promulgated by the totalSEC; or (vi) authorize any of, or commit or agree to take any of, the foregoing actions.

Ordinary Course. During the period from the date of this Agreement to the Effective Time of the Merger (except as otherwise specifically contemplated by the terms of this Agreement), EVI the Company shall and shall cause its subsidiaries to carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as conducted at the date hereof (including the on-going expansion project at the Company's Mississippi gas storage operations (the "Gas Storage Expansion Project"), which is being undertaken in the ordinary course of business) and, to the extent consistent therewith, use all reasonable efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them, in each case consistent with past practice, to the end that their goodwill and ongoing businesses shall be unimpaired to the fullest extent possible at the Effective Time of the Merger. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, the Company shall not, and shall not permit any of its significant subsidiariessubsidiaries to: (i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any direct or indirect wholly wholly-owned subsidiary of EVI the Company to EVI the Company or a wholly wholly-owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiariesthe Company, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) other than in 13 20 connection with the Senior Preferred Stock Redemption, purchase, redeem or otherwise acquire any shares of capital stock of EVI the Company or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionssecurities; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities (other than, in the case of EVIthe Company, (A) the issuance of EVI Common Stock Shares upon the exercise of stock options or conversion of Senior Preferred Stock outstanding on the date of this Agreement (as identified and described in Section 3.1(c)) in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businesses); (iii) amend EVI's Restated Certificate of Incorporation or the Company Charter, By-lawslaws or other comparable charter or organizational document; (iv) except for those contemplated transactions described in the EVI Disclosure Letter, acquire or agree to acquire (A) by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any businessother manner, any business or any corporation, partnership, association, joint venture, limited liability company or other entity or division thereof or (B) any assets that would be material, individually or in the aggregate, to the Company and its subsidiaries taken as a whole, except purchases of supplies and inventory in the ordinary course of business consistent with past practice; (v) sell, lease, mortgage, pledge, gran▇ ▇ ▇▇▇▇ ▇▇ or otherwise encumber or dispose of any of its properties or assets, except (A) sales of inventory in the ordinary course of business consistent with past practice, (B) other transactions involving the payment of consideration, in aggregate for all such acquisitions, not in excess of $250 million 500,000 in the aggregate and (C) the creation of Liens in connection with working capital borrowings under revolving credit facilities incurred in accordance with Section 4.1(a)(vi); (vi) (A) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement with respect to any of the foregoing, except for working capital borrowings under revolving credit facilities that are (1) incurred in the ordinary course of business, (2) on terms customary for facilities of this type and (3) prepayable without premium or penalty; provided the Company notifies Parent of the entering into of any such facilities and of any drawdowns made thereunder; or (B) make any loans, advances or capital contributions to, or investments in, any other person, other than to the Company or any direct or indirect wholly owned subsidiary of the Company; (vii) make or incur any new capital expenditure not included in the Company's approved capital expenditure budget for 1999 set forth as on Section 4.1(a)(vii) of the Company Disclosure Document or not in conjunction with the Gas Storage Expansion Project as contemplated by Section 4.1(a)(vii) of the Company Disclosure Document with respect to 1999, which, singly or in the aggregate with all other expenditures, would exceed $500,000 or enter into any material agreements or commitments with respect to capital expenditures without the prior written consent of the Company, Parent (which consent shall not be unreasonably withheld); (vviii) incur make any obligation material election relating to Taxes or settle or compromise any material Tax liability; (ix) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of the Company included in the SEC Documents or incurred in the ordinary course of business consistent with past practice; (x) release any party from or waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar agreement to which the Company or any of its subsidiaries is a party; (xi) adopt a plan of complete or partial liquidation or resolutions providing for borrowed money or purchase money indebtednessauthorizing such a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (xii) enter into any new collective bargaining agreement; (xiii) change any material accounting principle used by it, except as required by regulations promulgated by the SEC or the Financial Accounting Standards Board; (xiv) settle or compromise any litigation (whether or not evidenced by a notecommenced prior to the date of this Agreement) other than settlements or compromises in consultation and cooperation with Parent, bondand, debenture with respect to any such settlement, with the prior written consent of Parent, such consent not to be unreasonably withheld; (xv) enter into any forward sale or similar instrumenthedging arrangements with respect to natural gas transportation or storage or any other products; or (xvi) authorize any of, except for such borrowings that would not result in or commit or agree to take any of, the totalforegoing actions.

Ordinary Course. During Except as expressly provided or permitted herein, or as consented to in writing by Buyer, during the period from commencing on the date of this Agreement and ending on the Closing Date or such earlier date as this Agreement may be terminated in accordance with its terms (the “Pre-Closing Period”), Sellers will cause the Company to act and carry on the Effective Time Company’s businesses in the Ordinary Course of Business, maintain and preserve the Company’s business organization, assets and properties, preserve the Company’s business relationships with customers, strategic partners, suppliers, distributors and others having business dealings with it and keep available the services of the Merger (present officers, employees and consultants of the Company. Without limiting the generality of the foregoing, except as otherwise specifically contemplated by expressly provided or permitted herein, during the terms Pre-Closing Period, the Company shall not, directly or indirectly, do any of this Agreement), EVI shall and shall cause each the following without the prior written consent of its significant subsidiariesBuyer: (i) (A) declare, set aside or pay any distributions or dividends on, or make any other distributions (whether in cash, securities or other property) in respect of, any of its capital stockstock or other equity securities, other than dividends except that the Company may make distributions to the Sellers in sufficient amount to pay federal, state and distributions by any direct or indirect wholly owned subsidiary local income taxes, at the highest marginal tax rates applicable to such Sellers on the net distributive share of EVI the Company’s income, losses, deductions and credits that have been separately stated and passed through to EVI or a wholly owned subsidiary the Sellers under Section 1366 of EVI and immaterial dividendsthe Code, distributions and other similar transactions involving existing subsidiaries, (B) provided that the Buyer shall be notified in advance of such distributions; split, combine or reclassify any of its capital stock or other equity securities or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) any of its other securities; or purchase, redeem or otherwise acquire any shares of capital stock of EVI or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares capital stock or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionssecurities; (ii) issue, deliver, sell, grant, pledge or otherwise dispose of or encumber any shares of its capital stock, any other voting securities or any securities convertible intointo or exchangeable for, or any rights, warrants or options to acquire, any such sharescapital stock, voting securities or convertible or exchangeable securities (other than, in the case of EVI, (A) than the issuance of EVI Common Stock shares of capital stock upon the exercise of stock options or warrants outstanding on the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businessesAgreement); (iii) amend EVI's Restated Certificate any of Incorporation the Organizational Documents or By-lawsother comparable charter or organizational documents or enter into any new line of business or discontinue any existing line of business; (iv) except for those contemplated transactions described in acquire by merging or consolidating with, or by purchasing all or a substantial portion of the EVI Disclosure Letterassets or any stock of, acquire or agree to acquire by any businessother manner, any business or any corporation, partnership, association, joint venture, limited liability company company, association or other entity business organization or division thereof involving the payment of considerationthereof, or any assets that are material, in aggregate for all the aggregate, to such acquisitions, in excess of $250 million without the written consent of the Company, which consent shall not be unreasonably withheld; (v) sell, lease, license, pledge, or otherwise dispose of or encumber any material properties or material assets of such Company other than in the Ordinary Course of Business; (vi) knowingly or irrevocably waive any material right of such Company under any Material Contract; (vii) (A) incur any Indebtedness other than draws under such Company’s existing line of credit in the Ordinary Course of Business, make any payments on any existing Indebtedness other than regular payments made pursuant to the terms of such existing Indebtedness, or pay any guaranty fees or other fees to any guarantor of any Indebtedness of such Company, (B) issue, sell or amend any debt securities or warrants or other rights to acquire any debt securities of such Company, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, (C) make any loans, advances or capital contributions to, or investment in, any other Person; provided, however, that such Company may, in the Ordinary Course of Business, invest in debt securities maturing not more than ninety (90) days after the date of investment, or (iv) other than in the Ordinary Course of Business, enter into any hedging agreement or other financial agreement or arrangement designed to protect such Company against fluctuations in commodities prices or exchange rates; (viii) make any capital expenditures or other expenditures with respect to property, plant or equipment in excess of $25,000 in the aggregate; (ix) make any changes in accounting methods, principles or practices, except insofar as may have been required by a change in GAAP; (x) except as required to comply with applicable Law or agreements, plans or arrangements existing on the date hereof, (A) adopt, enter into, terminate or materially amend any employment, severance or similar agreement or material benefit plan for the benefit or welfare of any current or former director, officer or employee, including the Company Benefit Plan or any collective bargaining agreement, (B) increase in any material respect the compensation or fringe benefits of, or pay any bonus to, any director, officer or employee, (C) accelerate the payment, right to payment or vesting of any material compensation or benefits, including any outstanding options or restricted equity awards, other than as contemplated by this Agreement, (D) grant any options to purchase capital stock, equity appreciation rights, equity based or equity related awards, performance units or restricted equity, or (E) take any action other than in the Ordinary Course of Business to fund or in any other way secure the payment of compensation or benefits under the Company Benefit Plan; (xi) make or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any amendment to a Tax Return, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (xii) enter into or amend any contract or agreement other than in the Ordinary Course of Business or terminate any Material Contract or amend any of its material terms (other than amendments designed to remedy defaults thereunder); (xiii) commence, pay, discharge, settle or satisfy any lawsuits, claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the Ordinary Course of Business of liabilities reflected or reserved against in the Reviewed Balance Sheet and financial statements or incurred in the Ordinary Course of Business, or waive any material benefits of any confidentiality, standstill or similar agreements to which such Company is a party; (xiv) permit any material increase in the number of employees employed by such Company on the date hereof; (xv) terminate or fail to renew any Governmental Authorization that is required for continued operations; (xvi) enter into any collective bargaining agreement or union contract with any labor organization or union; (xvii) accelerate or defer any obligation for borrowed money or purchase money indebtednesspayment by or to such Company, whether or not evidenced by a note, bond, debenture pay any accounts payable or similar instrument, except for other obligation of such borrowings that would not result Company when due and other than in the totalOrdinary Course of Business; (xviii) decrease or defer in any material respect the level of training provided to the employees of such Company or the level of costs expended in connection therewith; and (xix) fail to maintain insurance at levels at least comparable to current levels or otherwise in a manner inconsistent with past practice.

Ordinary Course. During the period from the date of this Agreement to the Effective Time of the Merger (except as otherwise specifically contemplated by Merger, the terms of this Agreement)Company shall, EVI shall and shall cause each its subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use all reasonable efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them to the end that their goodwill and ongoing businesses shall be unimpaired at the Effective Time of the Merger. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time of the Merger, the Company shall not, and shall not permit any of its significant subsidiariessubsidiaries to: (i) (Ax) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stockshares, other than dividends and distributions by any direct or indirect wholly owned subsidiary of EVI the Company to EVI or a wholly owned subsidiary its parent (except to regular quarterly dividends on the Shares declared and paid at times consistent with past practice in an amount not in excess of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiaries$0.05 per Share per quarter), (By) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (Cz) purchase, redeem or otherwise acquire any shares of capital stock of EVI the Company or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionssecurities; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stockshares, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities (other than, in the case of EVI, than (Ax) the issuance of EVI Common Stock Shares upon the exercise of stock options Employee Options outstanding on the date of this Agreement in accordance with their current terms, present terms and (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (Cy) the issuance of a number of shares of EVI Common Stock, not to exceed 10% Shares upon conversion of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businessesConvertible Debentures); (iii) amend EVI's Restated Certificate its Articles (Certificate) of Incorporation or Incorporation, By-lawslaws or other comparable charter or organizational documents; (iv) except for those contemplated transactions described in the EVI Disclosure Letter, acquire or agree to acquire (x) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any businessother manner, any business or any corporation, partnership, association, joint venture, limited liability company association or other entity business organization or division thereof involving or (y) any assets that are material, individually or in the payment of considerationaggregate, in aggregate for all such acquisitions, in excess of $250 million without to the written consent of the Company, which consent shall not be unreasonably withheld; (v) incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by Company and its subsidiaries taken as a note, bond, debenture or similar instrumentwhole, except for such borrowings that would not result purchases of inventory in the totalordinary course of business consistent with past practice or in the 29 24 fulfillment of contracts in existence on the date hereof and copies of which have been made available to Parent;

Ordinary Course. During the period from the date of this Formation Agreement to the Effective Time of the Merger Closing Date (except as otherwise specifically contemplated by the terms of this Formation Agreement), EVI shall GE Capital will cause Global to, and shall cause each Global will, carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use all reasonable efforts to preserve intact its current business organizations, keep available the services of its significant subsidiariescurrent officers and employees and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it, in each case consistent with past practice, to the end that its goodwill and ongoing business shall be unimpaired to the fullest extent possible at the Closing Date. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Formation Agreement, Global shall not, and GE Capital shall not permit Global to: (i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary of EVI to EVI or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiaries, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of EVI or any of its subsidiaries Global or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionssecurities; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities other than, in the case of EVI, (A) the issuance of EVI Common Stock upon the exercise of stock options outstanding on the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businessessecurities; (iii) amend EVI's Restated its Certificate of Incorporation or By-laws; (iv) except for those contemplated transactions described in the EVI Disclosure Letteron Schedule 4.2(a)(iv) attached hereto, acquire or agree to acquire any business, corporation, partnership, association, joint venture, limited liability company or other entity or division thereof involving the payment of consideration, in aggregate for all such acquisitions, consideration in excess of $250 million 1,000,000, individually or in the aggregate, without the written consent of the CompanyWeat▇▇▇▇▇▇▇, which ▇▇ich consent shall not be unreasonably withheld; (v) incur any obligation for borrowed money or purchase money indebtednessIndebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, except for such borrowings that would not result be repaid in full at Closing; (vi) sell, lease, mortgage, pledge or gran▇ ▇ ▇▇▇▇ ▇▇ or otherwise encumber or dispose of any of its properties or assets, except (A) sales or leases in the totalordinary course of business consistent with past practice, (B) as may be required under Global's existing credit or debt facilities, (C) with respect to purchase money security interests, and (D) other transactions not in excess of $1,000,000 in the aggregate; (vii) make any change in any election relating to Taxes or settle or compromise any Tax audit or controversy relating to Global or the Global Compression Business; (viii) except for those contemplated corporate transactions described on Schedule 4.2(a)(viii) attached hereto, adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (ix) change any material accounting principle used by it, except as required by GAAP; or (x) authorize any of, or commit or agree to take any of, the foregoing actions.

Ordinary Course. During the period from the date of this Agreement to the Effective Time of the Merger Tenke shall (except as otherwise specifically contemplated by the terms of this Agreement), EVI shall and shall cause each Tenke Group Member to) conduct its business only in the ordinary and usual course and use all reasonable efforts to preserve its business organizations intact and its existing relations with customers, suppliers, employees, and business associates, and Tenke shall not (and shall cause each Tenke Group Member not to) do any of the following: (a) sell or pledge or agree to sell or pledge any capital stock owned by it in any of its significant subsidiaries, except pursuant to the Arrangement; (ib) amend its Articles or Certificate of Incorporation (Aor like charter documents) or By-laws except as contemplated by the Arrangement; (c) subdivide, split, combine, consolidate, or reclassify any of its outstanding shares of capital stock; (d) declare, set aside or pay any dividends on, dividend or make any other distributions distribution payable in cash, shares, securities or property with respect of, to any of its shares of capital stockstock other than consistent with past practice, and other than dividends and or distributions declared, set aside, paid or payable by any direct Tenke Group Member to Tenke, except pursuant to the Arrangement; (e) repurchase, redeem, or indirect wholly owned subsidiary of EVI to EVI otherwise acquire, directly or a wholly owned subsidiary of EVI and immaterial dividendsindirectly, distributions and other similar transactions involving existing subsidiaries, (B) split, combine or reclassify any of its capital stock or issue any securities convertible into or authorize the issuance of exchangeable or exercisable into any other securities in respect of, in lieu of or in substitution for shares of its capital stock stock; (f) incur, guarantee, assume or (C) purchase, redeem or otherwise acquire modify any shares additional indebtedness for borrowed money in an aggregate amount in excess of capital stock of EVI or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities $10,000,000 other than in connection with exercise the ordinary course of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionsbusiness; (iig) enter into any material transaction not in the ordinary course of its business; (h) issue, deliver, sell, pledge pledge, dispose of or otherwise encumber encumber, or authorize or propose the issuance, sale, pledge, disposition, or encumbrance of, any shares of its capital stockcapital, any other voting securities or any securities convertible intointo or exchangeable or exercisable for, or options, puts, warrants, calls, commitments or rights of any rights, warrants or options kind to acquire, any such shares, voting of its shares of capital other than pursuant to this Agreement or currently outstanding securities directly or indirectly convertible securities other than, in the case of EVI, (A) the issuance of EVI Common Stock upon into or exchangeable or exercisable for Tenke Shares and pursuant to the exercise of stock options outstanding on under Tenke's stock option plan; (i) transfer, lease, license, sell, mortgage, pledge, encumber, or dispose of any material property or assets other than in the ordinary and usual course of business consistent with past practice; (j) make, whether by arrangement, consolidation or purchase, any acquisition of, or investment in, assets, shares, capital stock or other securities of any other person or entity other than its wholly-owned subsidiaries or in the ordinary and usual course of business consistent with past practice; (k) except as may be required to satisfy contractual obligations existing as of the date hereof and the requirements of this Agreement applicable Law, establish, adopt, enter into, make, amend in accordance any respect, or make any elections under any collective bargaining agreement or Employee Plan or enter into any new or amend any existing employment, consulting or other agreement providing compensation or benefits to any executive employee or director, except for employment agreements with their current termsnew employees (other than ▇▇▇▇▇▇ corporate staff) entered into in the ordinary course of business which agreements do not provide for the payment of "golden parachutes" or other amounts in respect of severance which are triggered by the transactions set forth herein; (l) except as may be required to satisfy contractual obligations or Tenke Group Employee Plan obligations existing as of the date hereof and the requirements of applicable Law: (i) amend any Tenke Group Employee Plan where such amendment would increase any Tenke Group Member's annual or aggregate liability or funding obligations in connection with such Tenke Group Employee Plan by more than five percent, (Bii) those acquisitions described terminate or merge any Employee Plan(s), (iii) transfer assets from any Tenke Group Employee Plan or any agreement with any officer, director or employee of Tenke, (iv) extend membership, benefits or coverage under any Tenke Group Employee Plan to any employee who is not currently eligible to receive such membership, benefits or coverage, (v) incorporate any "change in Section 4.2 control" provision into any Tenke Group Employee Plan, or modify any "change in control" provision presently contained in any Tenke Group Employee Plan or any agreement with any officer, director or employee of the EVI Disclosure ScheduleTenke, or (Cvi) transfer any employee from any Tenke Group Member to any other Tenke Group Member in circumstances where such transfer would increase the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, Tenke Group Member's collective expenses in connection with the acquisition employment of assets or equity securities of other entities or businessessuch employee; (iiim) amend EVI's Restated Certificate of Incorporation implement any change in its accounting principles, practices, or By-lawsmethods, other than as may be required by generally accepted accounting principles; (ivn) except for those as contemplated transactions described herein, alter (through arrangement, liquidation, reorganization, restructuring or in any other fashion) the EVI Disclosure Letter, acquire corporate structure or agree to acquire ownership of any business, corporation, partnership, association, joint venture, limited liability company or other entity or division thereof involving the payment of consideration, in aggregate for all such acquisitions, in excess of $250 million without the written consent of the Company, which consent shall not be unreasonably withheldTenke Group Member; (vo) incur withdraw, permit or consent to the removal of any obligation assets of any of the Employee Plans maintained by any Tenke Group Member other than for borrowed money the purpose of paying benefits in the ordinary course and payment of expenses in accordance with past practice and under the terms of such plan; (p) authorize or purchase money indebtednessenter into any agreement or understanding of any type whatsoever, whether written or oral to take any of the actions referred to in this Section. It is expressly understood, agreed and acknowledged that any action by Tenke or Tenke Holdings to cause TF Holdings and TFM to conduct business in accordance with the Shareholder's Agreement including, without limitation, the voting of shares, the provision of guarantees or indemnities and/or the provision of additional funding through Tenke's commitments for its portion of the senior debt and equity for the Tenke Fungurume Project to such corporations in accordance with the Shareholder's Agreement shall not evidenced by in any circumstances be deemed to be a note, bond, debenture or similar instrument, except for such borrowings that would not result in violation of the totalforegoing covenants.

Ordinary Course. During the period from the date of this Agreement to the Effective Time of the Merger (except as otherwise specifically contemplated by Merger, the terms of this Agreement)Company shall, EVI shall and shall cause each its subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use all reasonable efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time of the Merger, the Company shall not, and shall not permit any of its significant subsidiariessubsidiaries to: (i) (Ax) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary of EVI the Company to EVI or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiariesits parent, (By) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (Cz) purchase, redeem or otherwise acquire any shares of capital stock of EVI the Company or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionssecurities; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible intointo or exchangeable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities (other than, in the case of EVI, than (A1) the issuance of EVI Common Stock (and associated Rights) upon the exercise of stock options Company Stock Options outstanding on the date of this Agreement in accordance with their current terms, present terms and (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C2) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, (and associated Rights) upon the exercise of Convertible Sub Notes in connection accordance with the acquisition of assets or equity securities of other entities or businessestheir terms); (iii) amend EVI's Restated Certificate its certificate of Incorporation incorporation, by-laws or By-lawsother comparable charter or organizational documents; (iv) except for those contemplated transactions described in the EVI Disclosure Letter, acquire or agree to acquire (x) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any businessother manner, any business or any corporation, partnership, association, joint venture, limited liability company association or other entity business organization or division thereof involving or (y) any assets that are material, individually or in the payment aggregate, to the Company and its subsidiaries taken as a whole, except purchases of considerationinventory (other than real property) in the ordinary course of business consistent with past practice; (A) grant to any employee, officer or director of Company or any of its subsidiaries any increase in aggregate for all compensation, except in the ordinary course of business consistent with prior practice or to the extent required under employment agreements in effect as of the date of the most recent financial statements included in the Filed SEC Documents, (B) grant to any employee, officer or director of Company or any of its subsidiaries any increase in severance or termination pay, except to the extent required under any agreement in effect as of the date of the most recent financial statements included in the Filed SEC Documents, (C) enter into any employment, consulting, indemnification, severance or termination agreement with any such acquisitionsemployee having an annual salary greater than $75,000, officer or director, (D) establish, adopt, enter into or amend in any material respect any collective bargaining agreement or Benefit Plan or (E) take any action to accelerate any material rights or benefits, or make any material determinations not in the ordinary course of business consistent with prior practice, under any collective bargaining agreement or Benefit Plan, except as otherwise required by applicable law or regulation; (vi) make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of the Company, except insofar as may have been required by a change in GAAP or other applicable laws or regulations; (vii) sell, lease, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of properties or assets of the Company and its subsidiaries having a fair market value in excess of $250 million without 50,000, except sales or inventory (other than real property) in the written consent ordinary course of business consistent with past practice; (viii) (y) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, other than any guarantee of indebtedness or debt securities of Elder Healthcare Developers, LLC (including through the issuance of letters of credit) in an aggregate amount not to exceed $10,000,000, or (z) make any loans, advances or capital contributions to, or investments in, any other person, other than to the Company or any direct or indirect wholly owned subsidiary of the Company, in the case of clause (y) or (z) above is in an amount which consent exceeds $50,000; (ix) make or agree to make any new capital expenditure or expenditures which, individually, is in excess of $500,000 or, in the aggregate, are in excess of $5,000,000; (x) make any material tax election, amend any material tax return or settle or compromise any material tax liability or refund; (xi) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than required payments of interest under the terms of the Convertible Sub Notes or the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of the Company included in the Filed SEC Documents or incurred in the ordinary course of business consistent with past practice, or waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar agreement to which the Company or any of its subsidiaries is a party; (xii) except as part of the Transactions as contemplated by this Agreement, enter into any transaction, agreement, arrangement or understanding with V Corp. or any of its affiliates; or (xiii) authorize any of, or commit or agree to take any of, the foregoing actions (it being understood and agreed that the Company shall not be unreasonably withheld; (v) incur any deemed to have breached the foregoing covenant by virtue of the Company's obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, except for such borrowings that would not result to repurchase the Convertible Sub Notes at the election of the holders thereof following the consummation of the Merger in accordance with the total"Change of Control" provisions of the Indenture).

Ordinary Course. During the period from the date of this Agreement Except for transactions to the Effective Time of the Merger (except which TWG is a party or as otherwise specifically contemplated by the terms of this Agreement), EVI EqualNet shall and shall cause its Subsidiaries to carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use all reasonable efforts to preserve intact their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them, in each case consistent with past practice, to the end that their goodwill and ongoing businesses shall be unimpaired to the fullest extent possible at the Closing Date. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, EqualNet shall not, and shall not permit any of its significant subsidiariesSubsidiaries to: (i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary Subsidiary of EVI EqualNet to EVI EqualNet or a to another direct or indirect wholly owned subsidiary Subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiariesEqualNet, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of EVI EqualNet or any of its subsidiaries Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with the exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionsoptions and restricted stock; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities other than, in the case of EVIEqualNet, (A) the issuance of EVI EqualNet Common Stock Shares upon the exercise of stock options outstanding on the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businesses; (iii) amend EVI's Restated Certificate its Articles of Incorporation or Incorporation, By-lawslaws or other comparable charter or organizational document; (iv) except for those contemplated transactions described in the EVI Disclosure Letter, acquire or agree to acquire (A) by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any businessother manner, any business or any corporation, partnership, association, joint venture, limited liability company or other entity or division thereof involving the payment of considerationor (B) any assets that, in aggregate for all such acquisitionseach case, would be material, individually or in the aggregate, to EqualNet and its Subsidiaries taken as a whole, except purchases in the ordinary course of business consistent with past practice; (v) sell, lease, mortgage, pledge, grant a Security Interest in or otherwise encumber or dispose of any of its properties or assets, except (A) sales or leases in the ordinary course of business consistent with past practice and (B) other immaterial transactions not in excess of $250 million without 250,000 in the aggregate; (vi) (A) incur indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of EqualNet or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, except for working capital borrowings under currently existing revolving credit facilities incurred in the ordinary course of business, or (B) make any loans, advances or capital contributions to, or investments in, any other Person that would be material, individually or in the aggregate, to EqualNet and its Subsidiaries taken as a whole, other than by EqualNet to any direct or indirect wholly owned Subsidiary of EqualNet; (vii) make or incur any new capital expenditure, which, singly or in the aggregate with all other capital expenditures, would exceed $100,000; (viii) make any material election relating to Taxes or settle or compromise any material tax liability; (ix) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of EqualNet included in the Commission Documents or incurred in the ordinary course of business consistent with past practice; (x) waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar agreement to which EqualNet or any of its Subsidiaries is a party; (xi) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (xii) enter into any new collective bargaining agreement; (xiii) change any material accounting principle used by it, except as required by regulations promulgated by the Commission; (xiv) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) other than settlements or compromises: (A) of litigation where the amount paid in settlement or compromise does not exceed $100,000, or (B) in consultation and cooperation with TWG, and, with respect to any such settlement, with the prior written consent of the CompanyTWG, which consent shall not be unreasonably withheld; (vxv) incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, except for such borrowings that would not result those contracts and agreements entered into in the totalordinary course of business or with the prior written consent of TWG, which consent shall not be unreasonably withheld, enter into any joint venture or partnership contract or agreement; or (xvi) authorize any of, or commit or agree to take any of, the foregoing actions.

Ordinary Course. During the period from the date of this Agreement to the Effective Time of the Merger (except Except as otherwise specifically contemplated by the terms of this Agreement), EVI or otherwise required by law, HealthCore shall and shall cause each of its significant subsidiariesnot: (i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary of EVI to EVI or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiaries, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of EVI or any of its subsidiaries HealthCore or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionssecurities; (ii) except as contemplated by this Agreement, authorize for issuance, issue, deliver, sellsell or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise), pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or any other than, in the case of EVI, securities or equity equivalents (including without limitation stock appreciation rights) other than (A) the issuance of EVI Common Stock issuances upon the exercise of employee and director stock options issued pursuant to employee and non-employee director stock option plans outstanding on the date hereof and listed in Section 5.2(b) of this Agreement in accordance with their current termsthe HealthCore Disclosure Schedule, (B) those acquisitions described in Section 4.2 the securities contemplated to be issued by HealthCore pursuant the terms of the EVI Disclosure ScheduleHealthCore Engagement Letter, or and (C) options or warrants issued in consideration for the issuance settlement of a number certain obligations of shares HealthCore to its employees and third party creditors of EVI Common Stock, not HealthCore up to exceed 10% an aggregate maximum of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businessesThirty Thousand (30,000) shares; (iii) except with respect to annual bonuses accrued or reflected on the HealthCore Unaudited Balance Sheet, and except as contemplated by this Agreement, adopt or amend EVI's Restated Certificate in any material respect any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, pension, retirement, employment or other employee benefit agreement, trust, plan or other arrangement for the benefit or welfare of Incorporation any director, officer or By-lawsemployee of HealthCore or increase in any manner the compensation or fringe benefits of any director, officer or employee of HealthCore or pay any benefit not required by any existing agreement or place any assets in any trust for the benefit of any director, officer or employee of HealthCore, other than (A) options or warrants issued in consideration for the settlement of certain obligations of HealthCore to its employees and third party creditors of HealthCore up to an aggregate maximum of Thirty Thousand (30,000) shares, and (B) severance packages not in excess of an aggregate of Eighty Thousand ($80,000) Dollars other than to ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇; (iv) except for those contemplated transactions described amend its Certificate of Incorporation, By-laws or equivalent organizational documents or alter through merger, liquidation, reorganization, restructuring or in any other fashion the EVI Disclosure Lettercorporate structure of HealthCore; (v) sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its material properties or assets; (vi) acquire or agree to acquire (x) by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any businessother manner, any business or any corporation, partnership, association, joint venture, limited liability company association or other entity business organization or division thereof involving or (y) any assets that are material, individually or in the payment of considerationaggregate, in aggregate for all such acquisitions, in excess of $250 million without the written consent of the Company, which consent shall not be unreasonably withheldto HealthCore taken as a whole; (vvii) incur any obligation for borrowed money Debt, issue or purchase money indebtednesssell any debt securities or warrants or other rights to acquire any debt securities of HealthCore, whether guarantee any debt securities of another person, enter into any "keep well" or not evidenced other agreement to maintain any financial condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, or make any loans, advances or capital contributions to, or investments in, any other Person, other than to HealthCore; (viii) change any accounting principle used by a noteit, bond, debenture unless required by the SEC or similar instrument, except for such borrowings the Financial Accounting Standards Board; and (ix) enter into any transaction or series of transactions with any Affiliate of HealthCore or otherwise that would be required to be disclosed pursuant to Item 404 of Regulation S-K other than on terms and conditions substantially as favorable to HealthCore as would be obtainable by HealthCore at the time of such transaction with a Person that is not result in the totalan Affiliate of HealthCore.

Ordinary Course. During the period from the date of this Formation Agreement to the Effective Time of the Merger Closing Date (except as otherwise specifically contemplated by the terms of this Formation Agreement), EVI shall and shall Weat▇▇▇▇▇▇▇ ▇▇▇l cause each Transferring Weat▇▇▇▇▇▇▇ ▇▇▇ity to, and each Transferring Weat▇▇▇▇▇▇▇ ▇▇▇ity will, carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use all reasonable efforts to preserve intact its current business organizations, keep available the services of its significant subsidiariescurrent officers and employees and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it, in each case consistent with past practice, to the end that its goodwill and ongoing business shall be unimpaired to the fullest extent possible at the Closing Date. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Formation Agreement, no Transferring Weat▇▇▇▇▇▇▇ ▇▇▇ity shall, and Weat▇▇▇▇▇▇▇ ▇▇▇ll not permit any Transferring Weat▇▇▇▇▇▇▇ ▇▇▇ity to: (i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stockequity securities or interests, other than dividends and distributions by any direct or indirect wholly owned subsidiary of EVI WECC to EVI WECC or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiariesWECC, (B) split, combine or reclassify any of its capital stock or other equity interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock stock, or (C) purchase, redeem or otherwise acquire any shares equity securities or interests of capital stock of EVI or any of its subsidiaries Transferring Weat▇▇▇▇▇▇▇ ▇▇▇ity or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionsor interests; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stockstock or other equity interests, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, equity interests or securities, voting securities or convertible securities other than, in the case of EVI, (A) the issuance of EVI Common Stock upon the exercise of stock options outstanding on the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businessessecurities; (iii) amend EVI's Restated Certificate its certificate or articles of Incorporation incorporation or By-lawssimilar charter documents, its bylaws or its limited partnership agreement; (iv) except for those contemplated transactions described in the EVI Disclosure Letteron Schedule 4.1(a)(iv) attached hereto, acquire or agree to acquire any business, corporation, partnership, association, joint venture, limited liability company or other entity or division thereof involving the payment of consideration, in aggregate for all such acquisitions, consideration in excess of $250 million 1,000,000 individually or in the aggregate (with respect to all such transactions by all Transferring Weat▇▇▇▇▇▇▇ ▇▇▇ities) without the written consent of the CompanyGE Capital, which consent shall not be unreasonably withheld; (v) incur any obligation for borrowed money or purchase money indebtednessIndebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, except for such borrowings that would not result be repaid in full at Closing; (vi) sell, lease, mortgage, pledge or gran▇ ▇ ▇▇▇▇ ▇▇ or otherwise encumber or dispose of any of its properties or assets, except (A) sales or leases in the totalordinary course of business consistent with past practice, (B) as may be required under Weat▇▇▇▇▇▇▇'▇ ▇▇▇dit and debt facilities, (C) with respect to purchase money security interests, and (D) other immaterial transactions not in excess of $1,000,000 in the aggregate (with respect to all such transactions by all Transferring Weat▇▇▇▇▇▇▇ ▇▇▇ities); (vii) make any change in any election relating to Taxes or settle or compromise any Tax audit or controversy relating to any Weat▇▇▇▇▇▇▇ ▇▇▇ity or the Weat▇▇▇▇▇▇▇ ▇▇▇pression Business; (viii) except for those transactions contemplated hereby, adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (ix) change any material accounting principle used by it, except as required by regulations promulgated by GAAP; or (x) authorize any of, or commit or agree to take any of, the foregoing actions.

Ordinary Course. During Alliance shall, and shall cause its Subsidiaries to, carry on their respective businesses in the period from usual, regular and ordinary course in substantially the date same manner as heretofore conducted and use its best efforts to preserve intact their current business organizations, keep available the services of this Agreement their current officers and employees and preserve their relationships with customers, suppliers, contractors, distributors, licensors, licensees and others having business dealings with them to the Effective Time end that their goodwill and ongoing businesses shall not be impaired in any material respect at the Closing Date. Without limiting the generality of the Merger (foregoing, and except as otherwise specifically contemplated required by the terms of this Agreement)law, EVI shall and shall cause each neither Alliance nor any of its significant subsidiariesSubsidiaries shall: (i) (Ax) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than stock (except dividends and distributions by any a direct or indirect wholly wholly-owned subsidiary Subsidiary of EVI Alliance to EVI or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiariesits parent), (By) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (Cz) purchase, redeem or otherwise acquire any shares of capital stock of EVI Alliance or any of its subsidiaries Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionssecurities; (ii) authorize for issuance, issue, deliver, sellsell or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise), pledge or otherwise encumber any shares of its capital stockstock or the capital stock of any of its Subsidiaries, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or any other than, in the case of EVI, securities or equity equivalents (Aincluding without limitation stock appreciation rights) the issuance of EVI Common Stock other than issuances upon the exercise of stock options or warrants outstanding on the date hereof or other agreements obligating Alliance to issue shares of this Agreement Alliance Common Stock and in accordance each case listed in Section 3.1(c) of the Alliance Disclosure Schedule; (iii) except with their current termsrespect to annual bonuses made in the ordinary course of business consistent with past practice and except for the payment of contractual bonuses and other incentive bonus payments to certain executive officers of Alliance, such other payments not to exceed an aggregate of $9,250,000, payable in the manner agreed to in writing by Alliance and Metromedia, adopt or amend in any material respect any bonus, profit sharing, compensation, severance, termination, stock option (other than the vesting of the Alliance Options or Warrants as provided for in Section 2.1(b)(iii) hereof) stock appreciation right, pension, retirement, employment or other employee benefit agreement, trust, plan or other arrangement for the benefit or welfare of any director, officer or employee of Alliance or any of its Subsidiaries or increase in any manner the compensation or fringe benefits of any director, officer or employee of Alliance or any of its Subsidiaries or pay any benefit not required by any existing agreement or place any assets in any trust for the benefit of any director, officer or employee of Alliance or any of its Subsidiaries (in each case, except with respect to employees in the ordinary course of business consistent with past practice); (iv) amend its certificate of incorporation, by-laws or equivalent organizational documents or alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of any Subsidiary of Alliance; (v) sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its material properties or assets, except sales or licenses of assets in the ordinary course of business consistent with past practice; (vi) acquire or agree to acquire (x) by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (y) any assets that are material, individually or in the aggregate, to Alliance and its Subsidiaries taken as a whole, except for (A) purchases of inventory in the ordinary course of business consistent with past practice, (B) those acquisitions described disclosed prior to the date hereof to Metromedia in Section 4.2 of writing or in the EVI Disclosure ScheduleAlliance SEC Documents, or (C) acquisitions not exceeding $5,000,000 individually or $15,000,000 in the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businessesaggregate; (iii) amend EVI's Restated Certificate of Incorporation or By-laws; (ivvii) except for those contemplated transactions described in borrowings and guarantees permitted under credit facilities filed as exhibits to the EVI Disclosure LetterAlliance SEC Documents, acquire incur any Debt, issue or agree sell any debt securities or warrants or other rights to acquire any businessdebt securities of Alliance or any of its Subsidiaries, corporationguarantee any debt securities of another person, partnership, association, joint venture, limited liability company enter into any "keep well" or other entity agreement to maintain any financial statement condition of another Person or division thereof involving enter into any arrangement having the payment economic effect of considerationany of the foregoing, in aggregate for all such acquisitionsor make any loans, advances or capital contributions to, or investments in, any other Person, other than to Alliance or any direct or indirect wholly-owned Subsidiary of Alliance in excess of $250 million without 3,000,000 individually or $6,000,000 in the written consent of the Company, which consent shall not be unreasonably withheldaggregate; (vviii) incur change any obligation for borrowed money accounting principle used by it, unless required by the SEC or purchase money indebtedness, whether the Financial Accounting Standards Board; and (ix) enter into any transaction or not evidenced by series of transactions with any Affiliate of Alliance (other than a note, bond, debenture wholly-owned Subsidiary of Alliance) or similar instrument, except for such borrowings otherwise that would be required to be disclosed pursuant to Item 404 of Regulation S-K other than on terms and conditions substantially as favorable to Alliance or such Subsidiary as would be obtainable by Alliance or such Subsidiary at the time of such transaction with a Person that is not result in the totalan Affiliate of Alliance.

Ordinary Course. During the period from Interim Period, unless otherwise agreed to by IFCU in writing, ABCU shall conduct its business in the date Ordinary Course and endeavour to maintain and preserve its Assets and the level of this Agreement to its financial performance and, in particular, but without limiting the Effective Time generality of the Merger foregoing, shall: (except as a) not amalgamate, merge or consolidate with, or purchase the assets of, or otherwise specifically contemplated by the terms of this Agreement)acquire, EVI shall and shall cause each or sell all or substantially all of its significant subsidiariesassets to, any corporation, partnership or other business organization or division thereof; (b) not make any amendments to its constating documents; (c) not sell any of its Assets other than in the Ordinary Course; (d) not incur any Liability whatsoever, secured or unsecured, other than current liabilities in the Ordinary Course, that would bind or become the obligation of the Amalgamated Credit Union; (e) not make any changes to or modify in anyway, any material contracts, agreements or understandings, or incur any further material obligations or surrender any rights under such contracts, agreements or undertakings except such changes or modifications as are in the Ordinary Course or are necessary or appropriate to maintain its Assets; (f) not enter into any contracts or agreements of any nature or kind whatsoever that would bind or become the obligation of the Amalgamated Credit Union for any amount in excess of $[50,000] during the term of such contract or agreement or in excess of $[10,000] per year during any year of such contract or agreement; (g) not initiate a distribution of current earnings or capital in excess of $[50,000] (cumulative) except for expenses in relation to employee variable pay, patronage allocations, dividends, or hedging or securitization arrangements, if incurred, distributed, or paid in accordance with established policies and procedures for ABCU in a manner consistent with prior years; (h) not make or commit to make any capital expenditures in excess of an aggregate of $[50,000]; (i) except in the Ordinary Course or pursuant to existing employment, collective bargaining, pension, supplemental pension, termination or compensation arrangements, policies or contracts (A) declarecopies of which have been provided to IFCU on or prior to the date hereof), set aside not grant to any executive officer or pay director an increase in compensation in any dividends onmaterial form (including retention bonuses, change of control provisions or increased severance arrangements), grant to any other employee any increase in compensation in any form, or make any other distributions in respect of, interest free loan to any of its capital stock, other than dividends and distributions by any direct officer or indirect wholly owned subsidiary of EVI to EVI or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiaries, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of EVI or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionsdirector; (iij) issue, deliver, sell, pledge not adopt or otherwise encumber amend any shares of its capital stock, any other voting securities employee pension or any securities convertible intobenefit plan, or make any rightsmaterial contribution to any bonus, warrants profit sharing, option, pension, retirement, deferred compensation, insurance, retention, incentive compensation, other compensation or options other similar plan, contract, trust, fund or arrangement for the benefit of employees, except as is necessary to acquire, comply with applicable law or non-discretionary requirements of pre-existing plans; and (k) not enter into any such shares, voting securities or convertible securities other than, in the case of EVI, (A) the issuance of EVI Common Stock upon the exercise of stock options outstanding on the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 agreement to effect any of the EVI Disclosure Schedule, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businesses; (iii) amend EVI's Restated Certificate of Incorporation or By-laws; (iv) except for those contemplated transactions described in the EVI Disclosure Letter, acquire or agree to acquire any business, corporation, partnership, association, joint venture, limited liability company or other entity or division thereof involving the payment of consideration, in aggregate for all such acquisitions, in excess of $250 million without the written consent of the Company, which consent shall not be unreasonably withheld; (v) incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, except for such borrowings that would not result in the totalforegoing.

Ordinary Course. During the period from the date of this Agreement to the Effective Time Closing Date, Holdings and FDESI covenant that FDESI and Holdings (with respect to the business of FDESI) shall carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use all reasonable efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them to the end that their goodwill and ongoing businesses shall, in all material respects, be 44 unimpaired at the Closing Date. Without limiting the generality of the Merger (except as otherwise specifically contemplated by foregoing, during the terms period from the date of this Agreement)Agreement to the Closing Date, EVI FDESI shall and shall cause each of its significant subsidiariesnot: (i) (Ax) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary of EVI to EVI or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiaries, (By) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (Cz) purchase, redeem or otherwise acquire any shares of capital stock of EVI or any of its subsidiaries FDESI or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionssecurities; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities other than, in the case of EVI, (A) the issuance of EVI Common Stock upon the exercise of stock options outstanding on the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businessessecurities; (iii) amend EVI's Restated Certificate its certificate of Incorporation incorporation, by-laws or By-lawsother comparable charter or organizational documents or reincorporate in any jurisdiction; (iv) except for those contemplated transactions described in the EVI Disclosure Letter, acquire or agree to acquire (x) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any businessother manner, any business or any corporation, partnership, association, joint venture, limited liability company association or other entity business organization or division thereof thereof, except for such actions undertaken in the ordinary course of business and consistent with past practice and involving no more than $250,000 in the payment of considerationaggregate or (y) any assets that are material, individually or in aggregate for all such acquisitionsthe aggregate, in excess of $250 million without the written consent of the Company, which consent shall not be unreasonably withheldto FDESI; (v) sell, lease, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of, any of its properties or assets, except sales of properties or assets no longer used by FDESI in the conduct of its business and sales of inventory in the ordinary course of business consistent with past practice; (vi) (y) incur any obligation Indebtedness for borrowed money or purchase money indebtednessguarantee any such Indebtedness of another person, whether issue or not evidenced by a notesell any debt securities or warrants or other rights to acquire any debt securities of FDESI, bondguarantee any debt securities of another person, debenture enter into any "keep well" other agreement to maintain any financial statement condition of another person or similar instrumententer into any arrangement having the economic effect of any of the foregoing, except for short-term borrowing on an inter-company basis not in excess of $1,000,000 in the aggregate incurred in the ordinary course of business consistent with past practice, the endorsement of checks in the normal course of business and the extension of credit in the normal course of business or (z) make any loans, advances or capital contributions to, or investments in, any other person, other than to FDESI; (vii) make or agree to make any new capital expenditures or commitments, purchases of property or acquisitions of other businesses, capital assets or properties which, individually, is in excess of $50,000 or, in the aggregate, are in excess of $250,000 or enter into any new real property lease; (viii) make any Tax election (other than in the ordinary course of preparing and filing its Tax returns) or settle or compromise any material Tax liability; (ix) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, or liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of FDESI included in the FDESI Disclosure Letter or incurred after the date of such borrowings that financial statements in the ordinary course of business consistent with past practice, or waive the benefits of, or agree to modify in any manner, any confidentiality or similar agreement to which FDESI is a party; (x) adopt any shareholder rights or similar plan or take any other action with the intention of, or which may have the effect of, discriminating against the Company as a shareholder of FDESI (or any successor); (xi) adopt or amend in any material respect any Plan; (xii) enter into any contract, agreement, plan or arrangement covering any director, officer or employee providing for the making of any payments, the acceleration of vesting of any benefit or right or any other entitlement contingent upon (A) the consummation of the transactions contemplated hereby or by the Option Agreement or any acquisition by the Company of securities of FDESI (whether by merger, tender offer, private or market purchases or otherwise) or (B) the termination of employment after the occurrence of any such contingency if such payment, acceleration of entitlement would not result in have been provided but for such contingency; or amend any existing contract, agreement, plan or arrangement to so provide. (xiii) authorize any of, or commit or agree to take any of, the totalforegoing actions.

Ordinary Course. During Except as set forth in Schedule 5(A)(a), during the period from the date of this Agreement to the Effective Time of Closing Date, the Merger (except as otherwise specifically contemplated by the terms of this Agreement), EVI Company shall and shall cause its Subsidiaries to carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them, in each case consistent with past practice, to the end that their goodwill and ongoing businesses shall be unimpaired to the fullest extent possible at the Closing Date. Without limiting the generality of the foregoing, except as otherwise expressly contemplated by this Agreement and the Schedules hereto, without the prior written consent of the Purchaser, the Company shall not, and shall not permit any of its significant subsidiariesSubsidiaries to: (i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary Subsidiary of EVI the Company to EVI the Company or a wholly owned subsidiary Subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiariesthe Company, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of EVI the Company or any of its subsidiaries Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with the exercise of outstanding stock options and warrants and satisfaction of withholding obligations under outstanding stock optionsoptions and restricted stock; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities other than, in the case of EVIthe Company, (A) the issuance of EVI shares of Common Stock upon the exercise of stock options and warrants outstanding on the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businesses; (iii) amend EVI's Restated Certificate its Articles of Incorporation or Incorporation, By-lawslaws or other comparable charter or organizational document; (iv) except for those contemplated transactions described in the EVI Disclosure Letter, acquire or agree to acquire (A) by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any businessother manner, any business or any corporation, partnership, association, joint venture, limited liability company or other entity or division thereof involving the payment of considerationor (B) any assets that, in aggregate for all such acquisitionseach case, would be material, individually or in excess of $250 million without the written consent of aggregate, to the Company, which consent shall not be unreasonably withheld; (v) incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by Company and its Subsidiaries taken as a note, bond, debenture or similar instrumentwhole, except for such borrowings that would not result purchases in the totalordinary course of business consistent with past practice;

Ordinary Course. During The Company shall, and shall cause its --------------- Subsidiaries to, carry on their respective businesses in the period from usual, regular and ordinary course in substantially the date same manner as heretofore conducted and use its best efforts to preserve intact their current business organizations, keep available the services of this Agreement their current officers and employees and preserve their relationships with customers, suppliers, contractors, distributors, licensors, licensees and others having business dealings with them to the Effective Time end that their goodwill and ongoing businesses shall not be impaired in any material respect at the Closing Date. Without limiting the generality of the Merger (foregoing, and except as otherwise specifically contemplated required by law, neither the terms of this Agreement), EVI shall and shall cause each Company nor any of its significant subsidiariesSubsidiaries shall: (i) (Ax) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than stock (except dividends and distributions by any a direct or indirect wholly wholly-owned subsidiary Subsidiaries of EVI the Company to EVI or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiariesits parent), (By) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (Cz) purchase, redeem or otherwise acquire any shares of capital stock of EVI the Company or any of its subsidiaries Subsidiaries or any other securities thereof or of any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionssecurities; (ii) except for the exercise by the Company of the Goldwyn Option pursuant to the Option 40 Agreement dated as of April 13, 1993 by and among the Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Jr. and The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Jr. Trust (the "Option Exercise"), authorize for issuance, issue, deliver, sellsell or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise), pledge or otherwise encumber any shares of its capital stockstock or the capital stock of any of its Subsidiaries, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities or any other than, in the case of EVI, securities or equity equivalents (Aincluding without limitation stock appreciation rights) the issuance of EVI Common Stock other than isssuances upon the exercise of employee and director stock options issued pursuant to employee and non-employee director stock option plans outstanding on the date of this Agreement in accordance with their current terms, (B) those acquisitions described hereof and listed in Section 4.2 3.1(c) of the EVI Company Disclosure Schedule, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businesses; (iii) except with respect to annual bonuses made in the ordinary course of business consistent with past practice and except as contemplated by this Agreement, adopt or amend EVI's Restated Certificate in any material respect any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, pension, retirement, employment or other employee benefit agreement, trust, plan or other arrangement for the benefit or welfare of Incorporation any director, officer or By-lawsemployee of the Company or any of its Subsidiaries or increase in any manner the compensation or fringe benefits of any director, officer or employee of the Company or any of its Subsidiaries or pay any benefit not required by any existing agreement or place any assets in any trust for the benefit of any director, officer or employee of the Company or any of its Subsidiaries (in each case, except with respect to employees in the ordinary course of business consistent with past practice); (iv) except for those contemplated transactions described amend its certificate of incorporation, by-laws or equivalent organizational documents or alter through merger, liquidation, reorganization, restructuring or in any other fashion the EVI Disclosure Lettercorporate structure or ownership of any Subsidiary of the Company; (v) sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its material properties or assets; (vi) acquire or agree to acquire (x) by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any businessother manner, any business or any corporation, partnership, association, joint venture, limited liability company association or other entity business organization or 41 division thereof involving or (y) any assets that are material, individually or in the payment aggregate, to the Company and its Subsidiaries taken as a whole; (vii) except for borrowings permitted under credit facilities filed as exhibits to the Company SEC Documents, incur any Debt, issue or sell any debt securities or warrants or other rights to acquire any debt securities of considerationthe Company or any of its Subsidiaries, in aggregate for all such acquisitionsguarantee any debt securities of another person, in excess enter into any "keep well" or other agreement to maintain any financial condition of $250 million without another Person or enter into any arrangement having the written consent economic effect of any of the foregoing, or make any loans, advances or capital contributions to, or investments in, any other Person, other than to the Company or any direct or indirect wholly-owned Subsidiary of the Company, which consent shall not be unreasonably withheld; (vviii) incur change any obligation for borrowed money accounting principle used by it, unless required by the SEC or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, the Financial Accounting Standards Board; and (ix) except for such borrowings the Option Exercise, enter into any transaction or series of transactions with any Affiliate of the Company (other than a wholly-owned Subsidiary of the Company) or otherwise that would be required to be disclosed pursuant to Item 404 of Regulation S-K other than on terms and conditions substantially as favorable to the Company or such Subsidiary as would be obtainable by the Company or such Subsidiary at the time of such transaction with a Person that is not result in an Affiliate of the totalCompany.

Ordinary Course. During the period from the date of this Agreement to the Effective Time of Closing Date, the Merger (except as otherwise specifically contemplated by the terms of this Agreement), EVI Company shall and shall cause each its Subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use all reasonable efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them to the end that their goodwill and ongoing businesses shall, in all material respects, be unimpaired at the Closing Date. Except for the matters listed in Section 5.1 of the Company Disclosure Letter, without limiting the generality of the foregoing, during the period from the date of this Agreement to the Closing Date, the Company shall not, and shall not permit any of its significant subsidiariesSubsidiaries, without the prior written consent of Holdings, to: (i) (Ax) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary Subsidiary of EVI the Company to EVI or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiariesits parent, (By) split, combine or reclassify any of an its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (Cz) purchase, redeem or otherwise acquire any shares of capital stock of EVI the Company or any of its subsidiaries Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionssecurities; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities (other than, in the case of EVI, than (Ax) the issuance of EVI Common Stock upon the exercise of stock options Employee Stock Options and Director Stock Options outstanding on the date of this Agreement in accordance with their current present terms, and (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (Cy) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with pursuant to the acquisition of assets or equity securities of other entities or businessesOption Agreement); (iii) amend EVI's Restated Certificate its certificate of Incorporation incorporation, by-laws or By-lawsother comparable charter or organizational documents or reincorporate in any jurisdiction; (iv) except for those contemplated transactions described in the EVI Disclosure Letter, acquire or agree to acquire (x) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any businessother manner, any business or any corporation, partnership, association, joint venture, limited liability company association or other entity business organization or division thereof thereof, except for such actions undertaken in the ordinary course of business and consistent with past practice and involving no more than $250,000 in the payment aggregate or (y) any assets that are material, individually or in the aggregate, to the Company and its Subsidiaries taken as a whole, except purchases of consideration, inventory in aggregate for all such acquisitions, in excess the ordinary course of $250 million without the written consent of the Company, which consent shall not be unreasonably withheldbusiness consistent with past practice; (v) sell, lease, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of, any of its properties or assets, except sales of properties or assets no longer used by the Company or its Subsidiaries in the conduct of its business and sales of inventory in the ordina course of business consistent with past practice; (vi) (y) incur any obligation Indebtedness for borrowed money or purchase money indebtednessguarantee any such Indebtedness of another person, whether issue or not evidenced by a notesell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its Subsidiaries, bondguarantee any debt securities of another person, debenture enter into any "keep well" or similar instrumentother agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, except for short-term borrowing not in excess of $1,000,000 in the aggregate incurred in the ordinary course of business consistent with past practice, the endorsement of checks in the normal course of business and the extension of credit in the normal course of business or (z) make any loans, advances or capital contributions to, or investments in, any other person, other than to the Company or any direct or indirect wholly owned Subsidiary of the Company; (vii) make or agree to make any new capital expenditures or commitments, purchases of property or acquisitions of other businesses, capital assets or properties which, individually, is in excess of $250,000 or, in the aggregate, are in excess of $1,000,000 or enter into any new real property lease with an annual rental of more than $60,000; (viii) make any Tax election (other than in the ordinary course of preparing and filing its Tax returns) or settle or compromise any material Tax liability; (ix) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, or liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of the Company included in the SEC Reports or incurred after the date of such borrowings that financial statements in the ordinary course of business consistent with past practice, or waive the benefits of, or agree to modify in any manner, any confidentiality or similar agreement to which the Company or any of its Subsidiaries is a party; (x) adopt any shareholder rights or similar plan or take any other action with the intention of, or which may have the effect of, discriminating against Holdings as a shareholder of the Company (or any successor); (xi) adopt or amend in any material respect any Plan; (xii) enter into any contract, agreement, plan or arrangement covering any director, officer or employee providing for the making of any payments, the acceleration of vesting of any benefit or right or any other entitlement contingent upon (A) the consummation of the transactions contemplated hereby or by the Option Agreement or any acquisition by Holdings of securities of the Company (whether by merger, tender offer, private or market purchases or otherwise) or (B) the 39 termination of employment after the occurrence of any such contingency if such payment, acceleration of entitlement would not result in have been provided but for such contingency; or amend any existing contract, agreement, plan or arrangement to so provide; or (xiii) authorize any of, or commit or agree to take any of, the totalforegoing actions.

Ordinary Course. During the period from the date of this Agreement Except as set forth in Schedule 5(e) hereof and except for transactions to the Effective Time of the Merger (except which Netco Acquisition and Netco or their affiliates are a party or as otherwise specifically contemplated by the terms of this Agreement), EVI EqualNet shall and shall cause its Subsidiaries to carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them, in each case consistent with past practice, to the end that their goodwill and ongoing businesses shall be unimpaired to the fullest extent possible at the Closing Date. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement and the Schedules hereto, EqualNet shall not, and shall not permit any of its significant subsidiariesSubsidiaries to: (i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary Subsidiary of EVI EqualNet to EVI EqualNet or a to another direct or indirect wholly owned subsidiary Subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiariesEqualNet, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of EVI EqualNet or any of its subsidiaries Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with the exercise of outstanding stock options and warrants and satisfaction of withholding obligations under outstanding stock optionsoptions and restricted stock; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities other than, in the case of EVIEqualNet, (A) the issuance of EVI shares of Common Stock upon the exercise of stock options and warrants outstanding on the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businesses; (iii) amend EVI's Restated Certificate its Articles of Incorporation or Incorporation, By-lawslaws or other comparable charter or organizational document other than as contemplated in the Stock Purchase Agreement; (iv) except for those contemplated transactions described in the EVI Disclosure Letter, acquire or agree to acquire (A) by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any businessother manner, any business or any corporation, partnership, association, joint venture, limited liability company or other entity or division thereof involving the payment of considerationor (B) any assets that, in aggregate for all such acquisitionseach case, would be material, individually or in the aggregate, to EqualNet and its Subsidiaries taken as a whole, except purchases in the ordinary course of business consistent with past practice; (v) sell, lease, mortgage, pledge, grant a Security Interest in or otherwise encumber or dispose of any of its properties or assets, except (A) sales or leases in the ordinary course of business consistent with past practice and (B) other immaterial transactions not in excess of $250 million without 250,000 in the aggregate; (vi) (A) incur indebtedness for borrowed money or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of EqualNet or any of its Subsidiaries, guarantee any debt securities of another Person, enter into any "keep well" or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, except for working capital borrowings under currently existing revolving credit facilities incurred in the ordinary course of business, or (B) make any loans, advances or capital contributions to, or investments in, any other Person that would be material, individually or in the aggregate, to EqualNet and its Subsidiaries taken as a whole, other than by EqualNet to any direct or indirect wholly owned Subsidiary of EqualNet; (vii) make or incur any new capital expenditure, which, singly or in the aggregate with all other capital expenditures, would exceed $250,000; (viii) make any material election relating to Taxes or settle or compromise any material tax liability; (ix) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of EqualNet included in the Commission Documents or incurred in the ordinary course of business consistent with past practice; (x) waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar agreement to which EqualNet or any of its Subsidiaries is a party; (xi) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (xii) enter into any new collective bargaining agreement; (xiii) change any material accounting principle used by it, except as required by regulations promulgated by the Commission or as mandated by the American Institute of Certified Public Accountants or similar accounting boards or bodies; (xiv) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) other than settlements or compromises: (A) of litigation where the amount paid in settlement or compromise does not exceed $100,000, or (B) in consultation and cooperation with Netco, and, with respect to any such settlement, with the prior written consent of the CompanyNetco Acquisition, which consent shall not be unreasonably withheld; (vxv) incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, except for such borrowings that would not result those contracts and agreements entered into in the totalordinary course of business or with the prior written consent of Netco Acquisition, which consent shall not be unreasonably withheld or delayed, enter into any joint venture or partnership contract or agreement; or (xvi) authorize any of, or commit or agree to take any of, the foregoing actions.

Ordinary Course. During the -------------------- ---------------- period from the date of this Agreement to the Effective Time of the Merger, the Company shall, and shall cause its subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use all reasonable efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time of the Merger (except as otherwise specifically contemplated by Merger, the terms of this Agreement)Company shall not, EVI shall and shall cause each not permit any of its significant subsidiariessubsidiaries to: (i) (Ax) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary of EVI the Company to EVI or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiariesits parent, (By) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (Cz) purchase, redeem or otherwise acquire any shares of capital stock of EVI the Company or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionssecurities; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible intointo or exchangeable for, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities (other than, in the case of EVI, than (A1) the issuance of EVI Common Stock (and associated Rights) upon the exercise of stock options Company Stock Options outstanding on the date of this Agreement in accordance with their current terms, present terms and (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C2) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, (and associated Rights) upon the exercise of Convertible Sub Notes in connection accordance with the acquisition of assets or equity securities of other entities or businessestheir terms); (iii) amend EVI's Restated Certificate its certificate of Incorporation incorporation, by-laws or By-lawsother comparable charter or organizational documents; (iv) except for those contemplated transactions described in the EVI Disclosure Letter, acquire or agree to acquire (x) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any businessother manner, any business or any corporation, partnership, association, joint venture, limited liability company association or other entity business organization or division thereof involving or (y) any assets that are material, individually or in the payment aggregate, to the Company and its subsidiaries taken as a whole, except purchases of considerationinventory (other than real property) in the ordinary course of business consistent with past practice; (A) grant to any employee, officer or director of Company or any of its subsidiaries any increase in aggregate for all compensation, except in the ordinary course of business consistent with prior practice or to the extent required under employment agreements in effect as of the date of the most recent financial statements included in the Filed SEC Documents, (B) grant to any employee, officer or director of Company or any of its subsidiaries any increase in severance or termination pay, except to the extent required under any agreement in effect as of the date of the most recent financial statements included in the Filed SEC Documents, (C) enter into any employment, consulting, indemnification, severance or termination agreement with any such acquisitionsemployee having an annual salary greater than $75,000, officer or director, (D) establish, adopt, enter into or amend in any material respect any collective bargaining agreement or Benefit Plan or (E) take any action to accelerate any material rights or benefits, or make any material determinations not in the ordinary course of business consistent with prior practice, under any collective bargaining agreement or Benefit Plan, except as otherwise required by applicable law or regulation; (vi) make any change in accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations of the Company, except insofar as may have been required by a change in GAAP or other applicable laws or regulations; (vii) sell, lease, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of properties or assets of the Company and its subsidiaries having a fair market value in excess of $250 million without 50,000, except sales or inventory (other than real property) in the written consent ordinary course of business consistent with past practice; (viii) (y) incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of the Company or any of its subsidiaries, guarantee any debt securities of another person, enter into any "keep well" or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing, other than any guarantee of indebtedness or debt securities of Elder Healthcare Developers, LLC (including through the issuance of letters of credit) in an aggregate amount not to exceed $10,000,000, or (z) make any loans, advances or capital contributions to, or investments in, any other person, other than to the Company or any direct or indirect wholly owned subsidiary of the Company, in the case of clause (y) or (z) above is in an amount which consent shall not be unreasonably withheldexceeds $50,000; (vix) incur make or agree to make any obligation for borrowed money new capital expenditure or purchase money indebtednessexpenditures which, whether individually, is in excess of $500,000 or, in the aggregate, are in excess of $5,000,000; (x) make any material tax election, amend any material tax return or not evidenced by a notesettle or compromise any material tax liability or refund; (xi) pay, bonddischarge or satisfy any material claims, debenture liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than required payments of interest under the terms of the Convertible Sub Notes or the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of the Company included in the Filed SEC Documents or incurred in the ordinary course of business consistent with past practice, or waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar instrumentagreement to which the Company or any of its subsidiaries is a party; (xii) except as part of the Transactions as contemplated by this Agreement, except for such borrowings that would not result in the totalenter into any transaction, agreement, arrangement or understanding with V Corp. or any of its affiliates; or

Ordinary Course. During Except as expressly provided or permitted herein, or as consented to in writing by Buyer, during the period from commencing on the date of this Agreement and ending on the Closing Date or such earlier date as this Agreement may be terminated in accordance with its terms (the “Pre-Closing Period”), Seller will cause the Company to act and carry on the Effective Time Company’s businesses in the Ordinary Course of Business, maintain and preserve the Company’s business organization, assets and properties, preserve the Company’s business relationships with customers, strategic partners, suppliers, distributors and others having business dealings with it and keep available the services of the Merger (present officers, employees and consultants of the Company. Without limiting the generality of the foregoing, except as otherwise specifically contemplated by expressly provided or permitted herein, during the terms Pre-Closing Period, the Company shall not, directly or indirectly, do any of this Agreement), EVI shall and shall cause each the following without the prior written consent of its significant subsidiariesBuyer: (i) (A) declare, set aside or pay any distributions or dividends on, or make any other distributions (whether in cash, securities or other property) in respect of, any of its capital stockstock or other equity securities, other than dividends except that the Company may make distributions to the Seller in sufficient amount to pay federal, state and distributions by any direct or indirect wholly owned subsidiary local income taxes, at the highest marginal tax rates applicable to Seller on the net distributive share of EVI the Company’s income, losses, deductions and credits that have been separately stated and passed through to EVI or a wholly owned subsidiary the Seller under Section 1366 of EVI and immaterial dividendsthe Code, distributions and other similar transactions involving existing subsidiaries, (B) provided that the Buyer shall be notified in advance of such distributions; split, combine or reclassify any of its capital stock or other equity securities or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) any of its other securities; or purchase, redeem or otherwise acquire any shares of capital stock of EVI or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares capital stock or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionssecurities; (ii) issue, deliver, sell, grant, pledge or otherwise dispose of or encumber any shares of its capital stock, any other voting securities or any securities convertible intointo or exchangeable for, or any rights, warrants or options to acquire, any such sharescapital stock, voting securities or convertible or exchangeable securities (other than, in the case of EVI, (A) than the issuance of EVI Common Stock shares of capital stock upon the exercise of stock options or warrants outstanding on the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businessesAgreement); (iii) amend EVI's Restated Certificate any of Incorporation the Organizational Documents or By-lawsother comparable charter or organizational documents or enter into any new line of business or discontinue any existing line of business; (iv) except for those contemplated transactions described in acquire by merging or consolidating with, or by purchasing all or a substantial portion of the EVI Disclosure Letterassets or any stock of, acquire or agree to acquire by any businessother manner, any business or any corporation, partnership, association, joint venture, limited liability company company, association or other entity business organization or division thereof involving the payment of considerationthereof, or any assets that are material, in aggregate for all such acquisitionsthe aggregate, in excess of $250 million without the written consent of to the Company, which consent shall not be unreasonably withheld; (v) sell, lease, license, pledge, or otherwise dispose of or encumber any material properties or material assets of the Company other than in the Ordinary Course of Business; (vi) knowingly or irrevocably waive any material right of the Company under any Material Contract; (vii) (A) incur any Indebtedness other than draws under such Company’s existing line of credit in the Ordinary Course of Business, make any payments on any existing Indebtedness other than regular payments made pursuant to the terms of such existing Indebtedness, or pay any guaranty fees or other fees to any guarantor of any Indebtedness of the Company, (B) issue, sell or amend any debt securities or warrants or other rights to acquire any debt securities of the Company, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, (C) make any loans, advances or capital contributions to, or investment in, any other Person; provided, however, that the Company may, in the Ordinary Course of Business, invest in debt securities maturing not more than ninety (90) days after the date of investment, or (D) other than in the Ordinary Course of Business, enter into any hedging agreement or other financial agreement or arrangement designed to protect the Company against fluctuations in commodities prices or exchange rates; (viii) make any capital expenditures or other expenditures with respect to property, plant or equipment in excess of the Threshold Amount in the aggregate; (ix) make any changes in accounting methods, principles or practices, except insofar as may have been required by a change in GAAP; (x) except as required to comply with applicable Law or agreements, plans or arrangements existing on the date hereof, (A) adopt, enter into, terminate or materially amend any employment, severance or similar agreement or material benefit plan for the benefit or welfare of any current or former director, officer or employee, including a Company Benefit Plan or any collective bargaining agreement, (B) increase in any material respect the compensation or fringe benefits of, or pay any bonus to, any director, officer or employee, (C) accelerate the payment, right to payment or vesting of any material compensation or benefits, including any outstanding options or restricted equity awards, other than as contemplated by this Agreement, (D) grant any options to purchase capital stock, equity appreciation rights, equity based or equity related awards, performance units or restricted equity, or (E) take any action other than in the Ordinary Course of Business to fund or in any other way secure the payment of compensation or benefits under a Company Benefit Plan; (xi) make or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any amendment to a Tax Return, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (xii) enter into or amend any contract or agreement other than in the Ordinary Course of Business or terminate any Material Contract or amend any of its material terms (other than amendments designed to remedy defaults thereunder); (xiii) commence, pay, discharge, settle or satisfy any lawsuits, claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the Ordinary Course of Business of liabilities reflected or reserved against in the Unaudited Balance Sheet and financial statements or incurred in the Ordinary Course of Business, or waive any material benefits of any confidentiality, standstill or similar agreements to which the Company is a party; (xiv) permit any material increase in the number of employees employed by the Company on the date hereof; (xv) terminate or fail to renew any Governmental Authorization that is required for continued operations; (xvi) enter into any collective bargaining agreement or union contract with any labor organization or union; (xvii) accelerate or defer any obligation for borrowed money or purchase money indebtednesspayment by or to the Company, whether or not evidenced by a note, bond, debenture pay any accounts payable or similar instrument, except for other obligation of such borrowings that would not result Company when due and other than in the totalOrdinary Course of Business; (xviii) decrease or defer in any material respect the level of training provided to the employees of such Company or the level of costs expended in connection therewith; and (xix) fail to maintain insurance at levels at least comparable to current levels or otherwise in a manner inconsistent with past practice.

Ordinary Course. During (i) In the period from the date of this Agreement to the Effective Time case of the Merger Company, the Company and each of its Subsidiaries shall conduct their respective businesses only in, and neither the Company nor any of such Subsidiaries shall take any action except in, the ordinary course consistent with past practice. (ii) Without limiting the generality of the immediately preceding paragraph, (x) the Company and its Subsidiaries shall use all commercially reasonable efforts to preserve intact in all material respects their present business organizations and reputation, to keep available the services of their key officers and employees, to maintain their Assets and Properties in good working order and condition, ordinary wear and tear excepted, to maintain insurance on their tangible assets and businesses in such amounts and against such risks and losses as are currently in effect, to preserve their relationships with customers and suppliers and others having significant business dealings with them, to make all required payments under the Company Benefit Plans and to comply in all material respects with all Laws and Orders of all Governmental or Regulatory Authorities applicable to them, and (y) the Company shall not, nor shall it permit any of its Subsidiaries to, except as otherwise specifically contemplated by the terms of expressly provided for in this Agreement), EVI shall and shall cause each of its significant subsidiaries: (iA) amend or propose to amend its certificate or articles of incorporation or bylaws (or other comparable corporate charter documents); (B) (Aw) declare, set aside or pay any dividends on, on or make any other distributions in respect of, of any of its capital stock, other than except for the declaration and payment of dividends and distributions by any direct or indirect wholly a wholly-owned subsidiary of EVI Subsidiary solely to EVI or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiariesits parent corporation, (Bx) split, combine combine, reclassify or reclassify take similar action with respect to any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock stock, (y) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, restructuring, recapitalization or other similar reorganization or (Cz) purchasedirectly or indirectly redeem, redeem repurchase or otherwise acquire any shares of its capital stock of EVI or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection Option with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionsrespect thereto; (iiC) issue, deliver, deliver or sell, pledge or otherwise encumber authorize or propose the issuance, delivery or sale of, any shares of its capital stock, any other voting securities stock or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities Option with respect thereto (other than, in the case of EVI, than (Ax) the issuance of EVI VTX Common Stock upon the exercise of stock options pursuant to Options outstanding on the date of this Agreement in accordance with their current present terms, and (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (Cy) the issuance by a wholly-owned Subsidiary of a number its capital stock to its parent corporation), or modify or amend any right of any holder of outstanding shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection capital stock or Options with the acquisition of assets or equity securities of other entities or businessesrespect thereto; (iii) amend EVI's Restated Certificate of Incorporation or By-laws; (ivD) except for those contemplated transactions described the Acquisitions, acquire (by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the EVI Disclosure Letterassets of, or by any other manner) any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any businessassets other than in the ordinary course of its business consistent with past practice which are material, corporationindividually or in the aggregate, partnership, association, joint venture, limited liability company or other entity or division thereof involving to the payment of consideration, in aggregate for all such acquisitions, in excess of $250 million without the written consent of the Company, which consent shall not be unreasonably withheldCompany and its Subsidiaries taken as a whole; (vE) other than in the ordinary course of its business consistent with past practice, sell, lease, grant any security interest in or otherwise dispose of or encumber any material amount of its Assets or Properties; (F) except to the extent required by applicable Law, regulation or GAAP, (x) permit any material change in (A) any pricing, marketing, purchasing, investment, accounting, financial reporting, inventory, credit, allowance or Tax practice or policy or (B) any method of calculating any bad debt, contingency or other reserve for accounting, financial reporting or Tax purposes or (y) make any material Tax election or settle or compromise any material income Tax Liability with any Governmental or Regulatory Authority; (G) incur any obligation Indebtedness for borrowed money or purchase money indebtednessguarantee any such Indebtedness, whether other than in the ordinary course of business consistent with past practice; (H) except as may be required by applicable Law, enter into, adopt, amend in any material respect or not evidenced by a noteterminate any Company Benefit Plan or other agreement, bondarrangement, debenture plan or similar instrumentpolicy between the Company or one of its Subsidiaries and one or more of its directors, officers or employees, or, except for such borrowings that would normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a material increase in benefits or compensation expense to the totalCompany and its Subsidiaries taken as a whole, increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan or arrangement in effect as of the date hereof; (I) enter into any Contract or amend or modify any existing Contract, or engage in any new transaction outside the ordinary course of business consistent with past practice or not on an arm's length basis, with any Affiliate of the Company or any of its Subsidiaries; (J) make any capital expenditures or commitments for additions to plant, property or equipment constituting capital assets in the aggregate amount exceeding $25,000; (K) make any change in the lines of business in which it participates or is engaged; or (L) enter into any Contract, commitment or arrangement to do or engage in any of the foregoing.

Ordinary Course. During Except as expressly provided or permitted herein, or as consented to in writing by Buyer, during the period from commencing on the date of this Agreement and ending on the Closing Date or such earlier date as this Agreement may be terminated in accordance with its terms (the “Pre-Closing Period”), Sellers will cause the Company to act and carry on the Effective Time Company’s businesses in the Ordinary Course of Business, maintain and preserve the Company’s business organization, assets and properties, preserve the Company’s business relationships with customers, strategic partners, suppliers, distributors and others having business dealings with it and keep available the services of the Merger (present officers, employees and consultants of the Company. Without limiting the generality of the foregoing, except as otherwise specifically contemplated by expressly provided or permitted herein, during the terms Pre-Closing Period, the Company shall not, directly or indirectly, do any of this Agreement), EVI shall and shall cause each the following without the prior written consent of its significant subsidiariesBuyer: (i) (A) declare, set aside or pay any distributions or dividends on, or make any other distributions (whether in cash, securities or other property) in respect of, any of its capital stockstock or other equity securities, other than dividends except that the Company may make distributions to the Sellers in sufficient amount to pay federal, state and distributions by any direct or indirect wholly owned subsidiary local income taxes, at the highest marginal tax rates applicable to such Sellers on the net distributive share of EVI the Company’s income, losses, deductions and credits that have been separately stated and passed through to EVI or a wholly owned subsidiary the Sellers under Section 1366 of EVI and immaterial dividendsthe Code, distributions and other similar transactions involving existing subsidiaries, (B) provided that the Buyer shall be notified in advance of such distributions; split, combine or reclassify any of its capital stock or other equity securities or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) any of its other securities; or purchase, redeem or otherwise acquire any shares of capital stock of EVI or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares capital stock or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionssecurities; (ii) issue, deliver, sell, grant, pledge or otherwise dispose of or encumber any shares of its capital stock, any other voting securities or any securities convertible intointo or exchangeable for, or any rights, warrants or options to acquire, any such sharescapital stock, voting securities or convertible or exchangeable securities (other than, in the case of EVI, (A) than the issuance of EVI Common Stock shares of capital stock upon the exercise of stock options or warrants outstanding on the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businessesAgreement); (iii) amend EVI's Restated Certificate any of Incorporation the Organizational Documents or By-lawsother comparable charter or organizational documents or enter into any new line of business or discontinue any existing line of business; (iv) except for those contemplated transactions described in acquire by merging or consolidating with, or by purchasing all or a substantial portion of the EVI Disclosure Letterassets or any stock of, acquire or agree to acquire by any businessother manner, any business or any corporation, partnership, association, joint venture, limited liability company company, association or other entity business organization or division thereof involving the payment of considerationthereof, or any assets that are material, in aggregate for all such acquisitionsthe aggregate, in excess of $250 million without the written consent of to the Company, which consent shall not be unreasonably withheld; (v) sell, lease, license, pledge, or otherwise dispose of or encumber any material properties or material assets of the Company other than in the Ordinary Course of Business; (vi) knowingly or irrevocably waive any material right of the Company under any Material Contract; (vii) (A) incur any Indebtedness other than draws under such Company’s existing line of credit in the Ordinary Course of Business, make any payments on any existing Indebtedness other than regular payments made pursuant to the terms of such existing Indebtedness, or pay any guaranty fees or other fees to any guarantor of any Indebtedness of the Company, (B) issue, sell or amend any debt securities or warrants or other rights to acquire any debt securities of the Company, guarantee any debt securities of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing, (C) make any loans, advances or capital contributions to, or investment in, any other Person; provided, however, that the Company may, in the Ordinary Course of Business, invest in debt securities maturing not more than ninety (90) days after the date of investment, or (iv) other than in the Ordinary Course of Business, enter into any hedging agreement or other financial agreement or arrangement designed to protect the Company against fluctuations in commodities prices or exchange rates; (viii) make any capital expenditures or other expenditures with respect to property, plant or equipment in excess of fifty thousand dollars ($50,000) in the aggregate; (ix) make any changes in accounting methods, principles or practices, except insofar as may have been required by a change in GAAP; (x) except as required to comply with applicable Law or agreements, plans or arrangements existing on the date hereof, (A) adopt, enter into, terminate or materially amend any employment, severance or similar agreement or material benefit plan for the benefit or welfare of any current or former director, officer or employee, including a Company Benefit Plan or any collective bargaining agreement, (B) increase in any material respect the compensation or fringe benefits of, or pay any bonus to, any director, officer or employee, (C) accelerate the payment, right to payment or vesting of any material compensation or benefits, including any outstanding options or restricted equity awards, other than as contemplated by this Agreement, (D) grant any options to purchase capital stock, equity appreciation rights, equity based or equity related awards, performance units or restricted equity, or (E) take any action other than in the Ordinary Course of Business to fund or in any other way secure the payment of compensation or benefits under a Company Benefit Plan; (xi) make or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any amendment to a Tax Return, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes; (xii) enter into or amend any contract or agreement other than in the Ordinary Course of Business or terminate any Material Contract or amend any of its material terms (other than amendments designed to remedy defaults thereunder); (xiii) commence, pay, discharge, settle or satisfy any lawsuits, claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the Ordinary Course of Business of liabilities reflected or reserved against in the Unaudited Balance Sheet and financial statements or incurred in the Ordinary Course of Business, or waive any material benefits of any confidentiality, standstill or similar agreements to which the Company is a party; (xiv) permit any material increase in the number of employees employed by the Company on the date hereof; (xv) terminate or fail to renew any Governmental Authorization that is required for continued operations; (xvi) enter into any collective bargaining agreement or union contract with any labor organization or union; (xvii) accelerate or defer any obligation for borrowed money or purchase money indebtednesspayment by or to the Company, whether or not evidenced by a note, bond, debenture pay any accounts payable or similar instrument, except for other obligation of such borrowings that would not result Company when due and other than in the totalOrdinary Course of Business; (xviii) decrease or defer in any material respect the level of training provided to the employees of such Company or the level of costs expended in connection therewith; and (xix) fail to maintain insurance at levels at least comparable to current levels or otherwise in a manner inconsistent with past practice.

Ordinary Course. During Except: (i) as set forth in Section 4.02 of the period from Amax Disclosure Letter; (ii) to the date extent such an Amax Group Member is subject to contractual restrictions or restrictions set forth in the organizational documents of such Amax Group Member which would limit or otherwise restrict its ability to do so; and (iii) for any actions required to be performed by Amax or otherwise contemplated by this Agreement to or the Effective Time of the Merger Stockholder Agreement or approved in advance by Kinross, Amax shall (except as otherwise specifically contemplated by the terms of this Agreement), EVI shall and shall cause each Amax Group Member to) conduct its business only in the ordinary and usual course in all material respects and use all reasonable efforts to preserve its business organizations intact and its existing relations with customers, suppliers, employees, and business associates, and Amax shall not (and shall cause each Amax Group Member not to) do any of the following: (a) sell or pledge or agree to sell or pledge any capital stock owned by it in any of its significant subsidiaries; (ib) amend its Articles or Certificate of Incorporation (Aor like charter documents) or By-laws; (c) subdivide, split, combine, consolidate, or reclassify any of its outstanding shares of capital stock; (d) other than in accordance with the terms of the Amax Preferred Shares, declare, set aside or pay any dividends on, dividend or make any other distribution payable in cash, shares, stock, securities or property with respect to any of its shares of capital stock other than consistent with past practice, and other than dividends or distributions declared, set aside, paid or payable by any Amax Group Member (other than Amax) or a subsidiary of Amax; (e) repurchase, redeem, or otherwise acquire, directly or indirectly, any of its capital stock or any securities convertible into or exchangeable or exercisable into any of its capital stock other than upon conversion of the Amax Preferred Shares; (f) incur, guarantee, assume or modify any additional indebtedness for borrowed money in respect an aggregate amount in excess of $30,000,000 other than in the ordinary course of business or pursuant to credit facilities and arrangements with the Significant Shareholder provided, however that any new credit -------- ------- facility not provided by the Significant Shareholder or any of its Affiliates shall be provided by a financial institution and advances thereunder shall not be applied to the reduction of debt owing to the Significant Shareholder pursuant to the existing demand loan facility; (g) enter into any material transaction not in the ordinary course of its business consistent with past practice; (h) issue, sell, pledge, dispose of or encumber, or authorize or propose the issuance, sale, pledge, disposition, or encumbrance of, any of its capital stock, other than dividends and distributions by or any direct securities convertible into or indirect wholly owned subsidiary exchangeable or exercisable for, or options, puts, warrants, calls, commitments or rights of EVI any kind to EVI or a wholly owned subsidiary of EVI and immaterial dividendsacquire, distributions and other similar transactions involving existing subsidiaries, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of EVI other than: (i) Amax Shares issued pursuant to the exercise or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise conversion of outstanding securities of Amax convertible into Amax Shares or pursuant to the exercise or conversion of options outstanding pursuant to Amax's stock options and satisfaction of withholding obligations under outstanding stock options;option plans; or (ii) issueAmax Shares issued as or with respect to contributions to or fund transfers within the Amax's 401(k) Plan in effect on the date hereof; (i) transfer, deliverlease, license, sell, pledge mortgage, pledge, encumber, or otherwise encumber dispose of any shares material property or assets other than in the ordinary and usual course of its capital stockbusiness consistent with past practice; (j) make, whether by merger, consolidation or purchase, any material acquisition of, or investment in, assets, shares, capital stock or other voting securities of any other person or any securities convertible entity other than its wholly-owned subsidiaries or in the ordinary and usual course of business consistent with past practice; (k) except as may be required to satisfy contractual obligations existing as of the date hereof and the requirements of applicable Law, establish, adopt, enter into, make, amend in any material respect, or make any rightsmaterial elections under any collective bargaining agreement or Employee Plan or enter into any new or amend in any material respect any existing employment, warrants consulting or options other agreement providing compensation or benefits to acquireany executive employee or director except for employment agreements with new employees (other than Amax corporate staff), any such shares, voting securities or convertible securities other than, entered into in the case ordinary course of EVIbusiness which agreements do not provide for the payment of "golden parachutes" or other amounts in respect of severance which are triggered by the Merger; (l) except as may be required to satisfy contractual obligations or Amax Group Employee Plan obligations existing as of the date hereof and the requirements of applicable Law: (i) amend any Amax Group Employee Plan where such amendment would increase any Amax Group Member's annual or aggregate liability or funding obligations in connection with such Amax Group Employee Plan by more than five percent, (Aii) the issuance of EVI Common Stock upon the exercise of stock options outstanding on the date of this Agreement in accordance with their current termsterminate or merge any Employee Plan(s), (Biii) those acquisitions described transfer assets from any Amax Group Employee Plan, (iv) extend membership, benefits or coverage under any Amax Group Employee Plan to any employee who is not currently eligible to receive such membership, benefits or coverage, (v) incorporate any "change in Section 4.2 of the EVI Disclosure Schedulecontrol" provision into any Amax Group Employee Plan, or modify any "change in control" provision presently contained in any Amax Group Employee Plan [except for certain clarification amendments to the Amax 1992 Stock Option Plan, Performance Share Plan and the Key Employees Separation Plan], (Cvi) transfer any employee from any Amax Group Member to any other Amax Group Member in circumstances where such transfer would increase the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, Amax Group Members' collective expenses in connection with the acquisition employment of assets or equity securities of other entities or businessessuch employee; (iiim) amend EVI's Restated Certificate of Incorporation implement any change in its accounting principles, practices, or By-lawsmethods, other than as may be required by generally accepted accounting principles; (ivn) except for those contemplated transactions described alter (through merger, liquidation, reorganization, restructuring or in any other fashion) the EVI Disclosure Letter, acquire corporate structure or agree to acquire ownership of Amax or any business, corporation, partnership, association, joint venture, limited liability company or other entity or division thereof involving the payment of consideration, in aggregate for all such acquisitions, in excess of $250 million without the written consent of the Company, which consent shall not be unreasonably withheldAmax Group Member; (vo) incur withdraw, permit or consent to the removal of any obligation assets of any of the Employee Plans maintained by any Amax Group Member other than for borrowed money the purpose of paying benefits in the ordinary course and payment of expenses in accordance with past practice and under the terms of such plan; (p) take any action that would either: (i) prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Tax Code; or (ii) cause the Eligible Amax Shareholders to recognize a taxable gain in the Merger under Section 367(a) of the Tax Code; (q) take any action that would prevent the Merger from being characterized as a "pooling of interests" for the purposes of Canadian GAAP; (r) authorize or purchase money indebtednessenter into any agreement or understanding of any type whatsoever, whether written or not evidenced by a note, bond, debenture or similar instrument, except for such borrowings that would not result oral to take any of the actions referred to in the totalthis Section.

Ordinary Course. During the period from the date of this Agreement to Seller covenants and agrees that between the Effective Time and the earlier of the Merger (Call Closing or the termination of this Agreement, except as otherwise specifically required by any applicable Law, contemplated by the terms of this Agreement)Preliminary Master Plan or the Master Plan, EVI or unless Buyer shall otherwise agree in writing, Seller shall, and shall cause each the EPE Entities to: (a) conduct the EP Business substantially in the Ordinary Course of its significant subsidiariesBusiness; (b) not subject any of the assets, properties or rights of the EPE Entities to any material Encumbrance, other than Permitted Encumbrances and any liens or security interests (i) (A) declare, set aside or pay any dividends onreasonably required in connection with the financing of the Master Plan, or make (ii) that can be fully and unconditionally released at the Call Closing by the payment of an aggregate amount, including all out of pocket costs and expenses, not to exceed the Purchase Price; (c) not permit the EPE Entities to incur any other distributions Indebtedness in respect excess of the Purchase Price in effect at the relevant time except in connection with the financing of the Master Plan, provided that any Indebtedness of the EPE Entities is incurred by an EPE Entity for the direct benefit of an EPE Entity; (d) not knowingly permit any of the material insurance policies of the EP Business to be canceled or terminated or any of the coverage thereunder to lapse, without simultaneously securing substantially similar replacement insurance policies; (e) not extend the term of, or otherwise amend in any material respect, the IGT Agreement, unless Seller shall have provided Buyer with at least 30 days prior written notice of its capital stockintention to do so; (f) not issue, other than dividends and distributions by sell, transfer or dispose of any direct or indirect wholly owned subsidiary shares of EVI to EVI or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiaries, (B) split, combine or reclassify any of its the EPE Entities’ capital stock or issue limited liability company interests or authorize the issuance of securities or instruments convertible into or exchangeable for any other securities in respect ofsuch shares or limited liability company interests, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of EVI or any of its subsidiaries or any other securities thereof or any rights, warrants warrants, options, calls or options commitments to acquire any such shares or limited liability company interests or other convertible securities other than or instruments, except as set forth on Schedule 4.2(f) of the Seller Disclosure Schedule; (g) not cancel or compromise any material debt or claim or waive or dispose of any rights or assets of material value to the EP Business without the EP Business receiving a benefit of similar or greater value, or voluntarily suffer any extraordinary loss; (h) perform its material obligations as landlord in connection with exercise any real property leased to third parties in all material respects, and not terminate, cause the termination or enter into, alter, amend, or otherwise modify or supplement any material terms to any lease except in the Ordinary Course of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionsBusiness; (iii) issuekeep, delivermaintain, selland repair all Owned Real Property and Leased Real Property in a good and presentable condition consistent with past practice and the reasonable requirements of the appreciation and growth of the EP Business, pledge or otherwise encumber ordinary wear and tear excepted, and comply in all material respects with all Laws affecting such real property; (j) not terminate any shares of its capital stock, any other voting securities or any securities convertible intothe Cirque Partnership Transactions Agreements, or any rightsgive notice thereunder of an intention to do so, warrants or options to acquire, any such shares, voting securities or convertible securities other than, except in the case of EVI, (A) the issuance of EVI Common Stock upon the exercise of stock options outstanding on the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, a termination due to a good faith belief that there has been a material breach by any party to any such agreement other than Seller or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businessesits Affiliates; (iiik) amend EVI's Restated Certificate not authorize or enter into an agreement, contract, commitment or arrangement to do any of Incorporation or By-laws;the foregoing; and (ivl) except for those contemplated transactions described not amend in any material respect or fail to comply with the EVI Disclosure Letter, acquire or agree to acquire any business, corporation, partnership, association, joint venture, limited liability company or other entity or division thereof involving the payment of consideration, in aggregate for all such acquisitions, in excess of $250 million without the written consent material terms of the CompanyEPE LLC Operating Agreement and the EPE Inc. Shareholders Agreement, which consent shall not be unreasonably withheld; (v) incur any obligation for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, except for such borrowings that would not result in the totaleach as defined herein.

Ordinary Course. During the period from the date of this Agreement to the Effective Time of the Merger (except as otherwise specifically contemplated by the terms of this Agreement), EVI TMW shall and shall cause each of its significant subsidiariessubsidiaries to carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use all reasonable efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them, in each case consistent with past practice, to the end that their goodwill and ongoing businesses shall be unimpaired to the fullest extent possible at the Effective Time of the Merger. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, TMW shall not, and shall not permit any of its subsidiaries to: (i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary of EVI TMW to EVI TMW or a wholly owned subsidiary of EVI TMW and immaterial dividends, distributions and other similar transactions involving existing subsidiaries, (B) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of EVI TMW or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock options, purchase of shares of TMW Common Stock to fund current requirements under employee benefit plans and except in connection with the Exchangeable Shares of Moor▇▇ ▇▇▇ail Group, Inc. ("MRG") and the Subscription Agreement between MRG and Golden Moores Finance Company; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities other than, in the case of EVITMW, (A) the issuance of EVI TMW Common Stock upon the exercise of stock options outstanding on the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (C) the issuance of a number of shares of EVI TMW Common Stock, not to exceed 10% of the number of shares of EVI TMW Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businesses, (C) pursuant to the existing bank credit agreements of TMW and its subsidiaries, or (D) in connection with the Exchangeable Shares of MRG or the Subscription Agreement; (iii) amend EVITMW's Restated Certificate Articles of Incorporation or By-lawsIncorporation; (iv) except for those contemplated transactions described in the EVI Disclosure Letter, acquire or agree to acquire any business, corporation, partnership, association, joint venture, limited liability company or other entity or division thereof involving the payment of consideration, in aggregate for all such acquisitions, in excess of $250 100 million without the written consent of the Company, which consent shall not be unreasonably withheld; (v) incur adopt a plan of complete or partial liquidation of TMW or resolutions providing for or authorizing such a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (vi) change any obligation for borrowed money or purchase money indebtedness, whether or not evidenced material accounting principle used by a note, bond, debenture or similar instrumentit, except for such borrowings that would not result in as required by regulations promulgated by the totalSEC; or (vii) authorize any of, or commit or agree to take any of, the foregoing actions.

Ordinary Course. During (i) In the period from the date of this Agreement to the Effective Time case of the Merger Company, the Company and each of its Subsidiaries shall conduct their respective businesses only in, and neither the Company nor any of such Subsidiaries shall take any action except in, the ordinary course consistent with past practice. (ii) Without limiting the generality of the immediately preceding paragraph, (x) the Company and its Subsidiaries shall use all commercially reasonable efforts to preserve intact in all material respects their present business organizations and reputation, to keep available the services of their key officers and employees, to maintain their Assets and Properties in good working order and condition, ordinary wear and tear excepted, to maintain insurance on their tangible assets and businesses in such amounts and against such risks and losses as are currently in effect, to preserve their relationships with customers and suppliers and others having significant business dealings with them, to make all required payments under the Company Benefit Plans and to comply in all material respects with all Laws and Orders of all Governmental or Regulatory Authorities applicable to them, and (y) the Company shall not, nor shall it permit any of its Subsidiaries to, except as otherwise specifically contemplated by the terms of expressly provided for in this Agreement), EVI shall and shall cause each of its significant subsidiaries: (iA) amend or propose to amend its certificate or articles of incorporation or bylaws (or other comparable corporate charter documents); (B) (Aw) declare, set aside or pay any dividends on, on or make any other distributions in respect of, of any of its capital stock, other than except for the declaration and payment of dividends and distributions by any direct or indirect wholly a wholly-owned subsidiary of EVI Subsidiary solely to EVI or a wholly owned subsidiary of EVI and immaterial dividends, distributions and other similar transactions involving existing subsidiariesits parent corporation, (Bx) split, combine combine, reclassify or reclassify take similar action with respect to any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock stock, (y) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, restructuring, recapitalization or other similar reorganization or (Cz) purchasedirectly or indirectly redeem, redeem repurchase or otherwise acquire any shares of its capital stock of EVI or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection Option with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock optionsrespect thereto; (iiC) issue, deliver, deliver or sell, pledge or otherwise encumber authorize or propose the issuance, delivery or sale of, any shares of its capital stock, any other voting securities stock or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities Option with respect thereto (other than, in the case of EVI, than (Ax) the issuance of EVI VTX Common Stock upon the exercise of stock options pursuant to Options outstanding on the date of this Agreement in accordance with their current present terms, and (B) those acquisitions described in Section 4.2 of the EVI Disclosure Schedule, or (Cy) the issuance by a wholly-owned Subsidiary of a number its capital stock to its parent corporation), or modify or amend any right of any holder of outstanding shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection capital stock or Options with the acquisition of assets or equity securities of other entities or businessesrespect thereto; (iii) amend EVI's Restated Certificate of Incorporation or By-laws; (ivD) except for those contemplated transactions described the Acquisitions, acquire (by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the EVI Disclosure Letterassets of, or by any other manner) any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any businessassets other than in the ordinary course of its business consistent with past practice which are material, corporationindividually or in the aggregate, partnership, association, joint venture, limited liability company or other entity or division thereof involving to the payment of consideration, in aggregate for all such acquisitions, in excess of $250 million without the written consent of the Company, which consent shall not be unreasonably withheldCompany and its Subsidiaries taken as a whole; (vE) other than in the ordinary course of its business consistent with past practice, sell, lease, grant any security interest in or otherwise dispose of or encumber any material amount of its Assets or Properties; (F) except to the extent required by applicable Law, regulation or GAAP, (x) permit any material change in (A) any pricing, marketing, purchasing, investment, accounting, financial reporting, inventory, credit, allowance or Tax practice or policy or (B) any method of calculating any bad debt, contingency or other reserve for accounting, financial reporting or Tax purposes or (y) make any material Tax election or settle or compromise any material income Tax Liability with any Governmental or Regulatory Authority; (G) incur any obligation Indebtedness for borrowed money or purchase money indebtednessguarantee any such Indebtedness, whether other than in the ordinary course of business consistent with past practice; 20 (H) except as may be required by applicable Law, enter into, adopt, amend in any material respect or not evidenced by a noteterminate any Company Benefit Plan or other agreement, bondarrangement, debenture plan or similar instrumentpolicy between the Company or one of its Subsidiaries and one or more of its directors, officers or employees, or, except for such borrowings that would normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a material increase in benefits or compensation expense to the totalCompany and its Subsidiaries taken as a whole, increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan or arrangement in effect as of the date hereof; (I) enter into any Contract or amend or modify any existing Contract, or engage in any new transaction outside the ordinary course of business consistent with past practice or not on an arm's length basis, with any Affiliate of the Company or any of its Subsidiaries; (J) make any capital expenditures or commitments for additions to plant, property or equipment constituting capital assets in the aggregate amount exceeding $25,000; (K) make any change in the lines of business in which it participates or is engaged; or (L) enter into any Contract, commitment or arrangement to do or engage in any of the foregoing.

Ordinary Course. During ▇▇▇▇▇▇▇▇ shall conduct business only in the period from the date ordinary course consistent with past practice. Each of this Agreement to the Effective Time ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ Subco shall not: (a) amend its Articles or Certificate of the Merger Incorporation (or like charter documents) or By-laws, except as otherwise specifically contemplated by the terms of Amalgamation and this Agreement); (b) subdivide, EVI shall and shall cause each split, combine, consolidate, or reclassify any of its significant subsidiariesoutstanding shares of capital stock; (ic) issue or agree to issue any securities, except as contemplated by the Amalgamation and this Agreement, and except pursuant to the exercise of currently outstanding options and warrants; (Ad) declare, set aside or pay any dividends on, dividend or make any other distributions distribution payable in cash, shares, stock, securities or property with respect of, to any of its shares of capital stock, stock other than dividends and distributions by any direct consistent with past practice; (e) repurchase, redeem, or indirect wholly owned subsidiary of EVI to EVI otherwise acquire, directly or a wholly owned subsidiary of EVI and immaterial dividendsindirectly, distributions and other similar transactions involving existing subsidiaries, (B) split, combine or reclassify any of its capital stock or issue any securities convertible into or authorize the issuance of exchangeable or exercisable into any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of EVI or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities other than in connection with exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock options; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock; (f) incur, guarantee, assume or modify any additional indebtedness for borrowed money in an aggregate amount in excess of $100,000 in the ordinary course of business; (g) other voting securities than pursuant to obligations or rights under existing written contracts, agreements and commitments, sell, lease or otherwise dispose of any material property or assets or enter into any agreement or commitment in respect of any of the foregoing; (h) amend or propose to amend the rights, privileges and restrictions attaching to the ▇▇▇▇▇▇▇▇ Shares or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities other than, in of the case terms of EVI, (A) the issuance of EVI Common Stock upon the exercise of its stock options outstanding on or common share purchase warrants as they exist at the date of this Agreement in accordance with their current terms, (B) those acquisitions described in Section 4.2 of the EVI Disclosure ScheduleAgreement, or (C) the issuance of a number of shares of EVI Common Stock, not to exceed 10% of the number of shares of EVI Common Stock currently outstanding, in connection with the acquisition of assets or equity securities of other entities or businessesreduce its stated capital; (iiii) amend EVI's Restated Certificate of Incorporation except as contemplated by the Amalgamation and this Agreement, reorganize, amalgamate or By-lawsmerge with another Person; (ivj) except for those as contemplated transactions described in by the EVI Disclosure LetterAmalgamation and this Agreement, acquire or agree to acquire any business, corporation, partnership, association, joint venture, limited liability company corporation or other entity (or material interest therein) or division of any corporation or other entity or division thereof involving the payment of consideration, in aggregate for all such acquisitions, in excess of $250 million without the written consent of the Company, which consent shall not be unreasonably withheldmaterial assets; (vk) enter into any agreements outside of the ordinary course with its directors or officers or their respective affiliates; (l) except as required by IFRS, or any applicable law, make any changes to the existing accounting practices of ▇▇▇▇▇▇▇▇ or make any material tax election inconsistent with past practice; (m) enter into, without prior consultation with and consent of Acpana, new commitments of a capital expenditure nature or incur any obligation for borrowed money new contingent liabilities other than (A) expenditures required by law; (B) expenditures made in connection with transactions contemplated in this Agreement; and (C) expenditures required to prevent the occurrence of a Material Adverse Effect; or (n) enter into or purchase money indebtednessmodify any employment, whether or not evidenced by a noteconsulting, bondseverance, debenture collective bargaining or similar instrumentagreement, except for such borrowings that would not result in the totalpolicy or arrangement with, or grant any bonus, salary increase, option to purchase shares, pension or supplemental pension benefit, profit sharing, retirement allowance, deferred compensation, incentive compensation, severance, change of control or termination pay to, or make any loan to, any officer, director, employee or consultant of ▇▇▇▇▇▇▇▇.