Common use of Ordinary Course Clause in Contracts

Ordinary Course. During the period from the date of this Agreement to the Effective Time (except as otherwise expressly provided or permitted by the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure Letter), Parent and its Subsidiaries shall carry on their businesses in the usual, regular and ordinary course in substantially the same manner as conducted at the date of this Agreement, and, to the extent consistent therewith, use their reasonable best 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 Parent and its Subsidiaries, in each case consistent with past practice. Without limiting the generality of the foregoing, and except as otherwise expressly provided or permitted by this Agreement or set forth in Section 6.1(b)(i) of the Parent Disclosure Letter, prior to the Effective Time Parent and its Subsidiaries shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld or conditioned (in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion): (A) (I) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock or (II) 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; (B) issue, deliver, grant, sell, pledge, dispose of or otherwise encumber any of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock, or any Parent Voting Debt (other than (I) the issuance of shares of Parent Common Stock upon the exercise of options or other stock awards outstanding on the date of this Agreement, or (II) pursuant to existing Parent Stock Plans in accordance with their current terms and past practice); (C) amend Parent’s certificate of incorporation or bylaws or amend Merger Sub’s certificate of formation or limited liability company agreement; (D) directly or indirectly, (I) enter into any transaction, other than the Merger, that would require approval of the stockholders of Parent under applicable Law or stock exchange rules; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination with, or purchase of more than 20% of the equity securities or consolidated total assets of any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement; (E) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoing; (F) enter into any new collective bargaining agreement involving unions in more than one state; (G) change any accounting principle used by it, except as required by applicable Law or GAAP; or (H) 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 (except as otherwise expressly provided or permitted by the terms of this Agreement or as set forth in Section 6.1(b6.1(a) of the Parent Company Disclosure Letter), Parent the Company and its Subsidiaries shall carry on their businesses in the usual, regular and ordinary course in substantially the same manner as conducted at the date of this Agreement, and, to the extent consistent therewith, use their reasonable best 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 Parent and the Company or its Subsidiaries, in each case consistent with past practice. Without limiting the generality of the foregoing, and except as otherwise expressly provided or permitted by this Agreement or set forth in Section 6.1(b)(i6.1(a) of the Parent Company Disclosure Letter, prior to the Effective Time Parent Time, the Company and its Subsidiaries shall not, without the prior written consent of the Company Parent and Merger Sub (which consent shall not be unreasonably withheld or conditioned (in each case from understanding that Parent may weigh the point of view of the operations interests of Parent and its Subsidiaries, taken as including the Company and its Subsidiaries, after the Merger against the interests of the Company and its Subsidiaries in the matter in determining whether to grant a wholeconsent), and the Company Parent and Merger Sub shall respond to any request for consent pursuant to this Section 6.1(b6.1(a) in a reasonably timely fashion): (A) (I) other than regularly scheduled quarterly dividends not to exceed $0.093333 per share of Company Common Stock per fiscal quarter, declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock or stock, (II) 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 stockstock or (III) purchase, redeem or otherwise acquire, except (x) the return of unvested or forfeited Shares to the Company pursuant to the terms of any Stock Plan or (y) the surrender or sale of shares of stock to the Company by a holder of Company Options to pay tax withholding obligations pursuant to the terms of any Stock Plan, any shares of capital stock of the Company or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (B) issue, deliver, grant, sell, pledge, dispose of or otherwise encumber any of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock, or any Parent Company Voting Debt (other than (I) the issuance of shares of Parent Common Stock Shares upon the exercise of options or other stock awards Company Options outstanding on the date of this Agreement, or (II) pursuant to existing Parent Stock Plans in accordance with their current terms and past practice); (C) amend Parentthe Company’s certificate of incorporation or bylaws or amend Merger Sub’s certificate of formation or limited liability company agreementbylaws; (D) directly acquire or indirectly, agree to acquire (I) enter into any transactionby merging or consolidating with, other than the Merger, that would require approval or by purchasing a substantial portion of the stockholders stock, or other ownership interests in, or substantial portion of Parent under applicable Law assets of, or stock exchange rules; (II) enter into an agreementby any other manner, other than this Agreementany business or any corporation, relating to (x) any acquisitionpartnership, merger, consolidationassociation, joint venture, tender offerlimited liability company or other entity or division thereof or (II) any assets that would be material, share exchange, business combination with, individually or purchase of more than 20% of the equity securities or consolidated total assets of any asset-based trucking company located in the United States or (y) acquisitionsaggregate, mergersto the Company and its Subsidiaries, consolidationstaken as a whole, joint ventures, tender offers, share exchanges, business combinations with, or except purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (providedsupplies, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million equipment and inventory in the aggregate (determined, in each case, in accordance ordinary course of business consistent with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreementpast practice; (E) sell, lease, mortgage, pledge, ▇▇▇▇▇ ▇ ▇▇▇▇ on or otherwise encumber or dispose of any of its properties or assets, except (I) in the ordinary course of business consistent with past practice and (II) other transactions involving not in excess of $1,000,000 in the aggregate; (F) (I) 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, 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 (x) working capital borrowings and letters of credit under revolving credit facilities incurred in the ordinary course of business, (y) indebtedness incurred to refund, refinance or replace indebtedness for borrowed money outstanding on the date of this Agreement and (z) indebtedness existing solely between the Company and its wholly owned Subsidiaries or between such Subsidiaries, or (II) make any loans, advances or capital contributions to, or investments in, any other Person, other than the advancement of travel and relocation expenses to employees of the Company and its Subsidiaries in the ordinary course of business consistent with past practice; (G) except for capital expenditures in compliance with the amounts and timing included in the Company’s written capital expenditure plan previously made available to Parent, make or incur any capital expenditure, except in the ordinary course of business or involving the expenditure of no more than $1,000,000 individually or in the aggregate; (H) make any material election relating to Taxes or settle or compromise any material Tax liability; (I) except to the extent permitted by Section 6.2(a) of this Agreement, waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar agreement to which the Company is a party; (J) restructure, recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoing; (FK) enter into any new collective bargaining agreement, including any collective bargaining agreement involving unions in more than one state; provided, however, that the Company and its Subsidiaries may (I) enter into collective bargaining agreements that replace or renew collective bargaining agreements that existed as of December 31, 2004 so long as the terms and conditions of any such replacement or renewal agreement do not materially deviate from the terms and conditions of such existing agreement and (II) enter into collective bargaining agreements for Company or Subsidiary business locations that have had union elections prior to the date of this Agreement but for which no collective bargaining agreement exists as of the date of this Agreement, provided that the Company and its Subsidiaries negotiate such agreements in good faith and the final agreements contain commercially reasonable terms; (GL) change any accounting principle used by it, except as required by applicable Laws or GAAP; (M) (I) settle or compromise (x) any litigation, administrative proceeding, claim or charge before or with the National Labor Relations Board or any other litigation, administrative proceeding, claim or charge that reasonably could be expected to have a significant impact on the labor relations of the Company or any of its Subsidiaries or (y) any other claim, grievance, charge, litigation or proceeding in excess of $2,000,000 or (II) except in the ordinary course of business or as otherwise required pursuant to contracts existing on or prior to the date of this Agreement or entered into in the ordinary course after the date of this Agreement, pay, discharge or satisfy any material claims, liabilities or obligations; provided, however, that the Company and its Subsidiaries may settle or compromise automobile and accident liability litigation in an individual amount not to exceed the Company’s self-insurance retention amounts; (N) (I) enter into any new, or amend any existing, retention or severance agreement or arrangement, deferred compensation arrangement or employment agreement with any officer, director or employee whose annual base salary exceeds $150,000, (II) enter into any employment agreement, retention or severance agreement or arrangement or deferred compensation arrangement with any director, officer or employee, except for (x) agreements or arrangements with individuals hired or promoted to fill vacant positions in terms not more favorable in any material respect than those applicable to the person that previously held the vacant position, (y) severance agreements for new hires on terms providing net severance payments not greater than six months in base salary and target bonus and (z) other severance commitments that are not in excess of $50,000 for any individual; provided, however that the severance payments and commitments in subsections (y) and (z) above shall not exceed $2,000,000 in the aggregate, (III) 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 Compensation and Benefit Plan (other than amendments required by Law or GAAPto maintain the tax qualified status of such plans under the Code), (IV) 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 payments consistent with past practices) or (V) grant any stock options or stock awards other than as permitted by this Agreement; provided, however, that notwithstanding the foregoing, the Company may take any action reasonably necessary to fulfill its obligations as contemplated by Section 4.11 of this Agreement; or (HO) 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 expressly provided or permitted specifically contemplated by the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure LetterAgreement), Parent the Company shall and shall cause its Subsidiaries shall "significant subsidiaries" (as that term is defined in the regulations promulgated under the Exchange Act) to carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted at the date of this Agreement, and, to the extent consistent therewith, use their all reasonable best 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 Parent and its Subsidiariesthem, 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 provided or permitted by this Agreement or set forth in Section 6.1(b)(i) of the Parent Disclosure Letter, prior to the Effective Time Parent and its Subsidiaries shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld or conditioned (in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):the (Ai) (IA) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary of the Company to the Company or a wholly owned subsidiary of the Company and immaterial dividends, distributions and other similar transactions involving the existing subsidiaries, (IIB) 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 stockstock or (C) purchase, redeem or otherwise acquire any shares of capital stock of 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 the exercise of outstanding stock options and satisfaction of withholding obligations under outstanding stock options or Company Shares issued pursuant to the Company's Restricted Stock Incentive Plan; (Bii) issue, deliver, grant, sell, pledge, dispose of pledge or otherwise encumber any shares of its capital stock stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such capital stockshares, voting securities or any Parent Voting Debt convertible securities (other than (I) than, in the case of the Company, the issuance of shares of Parent Company Common Stock upon the exercise of stock options or other stock awards outstanding on the date of this Agreement, or (II) pursuant to existing Parent Stock Plans Agreement in accordance with their current terms terms) and past practice)those stock option and restricted stock grants set forth in Section 4.1(a)(ii) of the Company Disclosure Schedule that may be made pursuant to a form of stock option agreement previously approved by EVI; (Ciii) amend Parent’s certificate the Company's Corrected Restated Certificate of incorporation Incorporation or bylaws or amend Merger Sub’s certificate of formation or limited liability company agreementAmended and Restated By-laws; (Div) directly except for those contemplated transactions described in the Company Disclosure Letter, acquire or indirectlyagree to acquire any business, (I) enter into any transactioncorporation, other than the Mergerpartnership, that would require approval of the stockholders of Parent under applicable Law or stock exchange rules; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidationassociation, joint venture, tender offer, share exchange, business combination with, limited liability company or purchase other entity or division thereof involving the payment of more than 20% of the equity securities or consolidated total assets of any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value consideration in excess of $50 100 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determinedwithout the written consent of EVI, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably which consent shall not be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreementunreasonably withheld; (Ev) recapitalizeincur any obligation for borrowed money or purchase money indebtedness, reorganize whether or completely not evidenced by a note, bond, debenture or partially liquidate Parent similar instrument, except for such borrowings that would not result in the total outstanding indebtedness of the Company and its subsidiaries on a consolidated basis being in excess of $300 million at any one time; (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 ordinary course of business consistent with past practice, (B) as may be (vii) make any material election relating to Taxes or settle or compromise any material Tax liability; (viii) except for those contemplated corporate transactions described in the Company Disclosure Letter, adopt a plan of complete or partial liquidation of the Company or Parent any of its significant subsidiaries or adopt resolutions providing for or authorizing any of the foregoingsuch a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (F) enter into any new collective bargaining agreement involving unions in more than one state; (Gix) change any material accounting principle used by it, except as required by applicable Law or GAAPregulations promulgated by the SEC; or (Hx) 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 earlier of the Effective Time (except as otherwise expressly provided or permitted by the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure LetterMerger and the appointment or election of Sub's designees to the Company Board pursuant to Section 6.07 (such earlier time, the "Control Time"), Parent the Company shall, and shall cause its Subsidiaries shall subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted at the date of this Agreement, and, to the extent consistent therewith, use their all reasonable best 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 Parent them to the end that their goodwill and its Subsidiaries, in each case consistent with past practiceongoing businesses shall be unimpaired at the Effective Time of the Merger. Without limiting the generality of the foregoing, and except as otherwise expressly provided or permitted contemplated by this Agreement or set forth otherwise approved in Section 6.1(b)(i) writing by Parent, during the period from the date of the Parent Disclosure Letter, prior this Agreement to the Effective Time Parent and its Subsidiaries Control Time, the Company shall not, without the prior written consent of the Company (which consent and shall not be unreasonably withheld or conditioned (in each case from the point permit any of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):subsidiaries to: (Ai) (IA) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary of the Company to its parent, (IIB) 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 stockstock or (C) purchase, redeem or otherwise acquire any shares of capital stock of 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; (Bii) issue, deliver, grant, sell, pledge, dispose of pledge or otherwise encumber any shares of its capital stock stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such capital stockshares, voting securities or any Parent Voting Debt (convertible securities, other than (I) the issuance of shares of Parent Common Stock upon the exercise of options or other stock awards Stock Options outstanding on the date of this Agreement, or (II) pursuant to existing Parent Stock Plans Agreement in accordance with their current terms and past practice)present terms; (Ciii) amend Parent’s its certificate of incorporation incorporation, by- laws or bylaws other comparable charter or amend Merger Sub’s certificate of formation or limited liability company agreementorganizational documents; (Div) directly acquire or indirectlyagree to acquire (A) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (B) any assets that are material, individually or in the aggregate, to the Company and its subsidiaries taken as a whole, except purchases of inventory in the ordinary course of business 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 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, except for short-term borrowings incurred in the ordinary course of business consistent with past practice and pursuant to existing agreements, 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 agree to make any new capital expenditure or expenditures which, individually, is in excess of $30,000 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, (IB) 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 transactionemployment, 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 Mergerpayment, that would require approval of the stockholders of Parent under applicable Law discharge, settlement or stock exchange rules; (II) enter into an agreementsatisfaction, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination with, or purchase of more than 20% of the equity securities or consolidated total assets of any asset-based trucking company located in the United States ordinary course of business consistent with past practice or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreementtheir terms; (Exi) recapitalizeexcept in the ordinary course of business, reorganize modify, amend or completely terminate any Material Contract or partially liquidate Parent waive or adopt a plan of complete release or partial liquidation assign any material rights or Parent or adopt resolutions providing for or authorizing any of the foregoingclaims; (Fxii) enter into make any new collective bargaining agreement involving unions in more than one state; (G) change material tax election or settle or compromise any accounting principle used by it, except as required by applicable Law or GAAPmaterial income tax liability; or (Hxiii) 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 Closing Date (except as otherwise expressly provided or permitted specifically contemplated by the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure LetterAgreement), Parent and its Subsidiaries Company shall carry on their its businesses in the usual, regular regular, and ordinary course in substantially the same manner as conducted at the date of this Agreementhereof, and, to the extent consistent therewith, use their all reasonable best efforts to preserve intact their its current business organizationsorganization, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers, licensors, licensees, distributors distributors, and others having business dealings with Parent and its SubsidiariesCompany, 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 provided or permitted contemplated by this Agreement or set forth in Section 6.1(b)(i) of the Parent Disclosure LetterAgreement, prior to the Effective Time Parent Closing Date and its Subsidiaries shall one year from the Closing Date, the Company will not, without the prior written consent of the TBeck, permit or allow Company (which consent shall not be unreasonably withheld or conditioned (in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):to: (Ai) (IA) declare, set aside aside, or pay any dividends on, or make any other distributions (other than distributions to the shareholders for amounts not exceeding their respective income tax liabilities) in respect of, any of its capital stock or stock, (IIB) 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, or otherwise acquire any shares of capital stock of each Company or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (Bii) issue, deliver, grant, sell, pledge, dispose of of, or otherwise encumber any of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock; (iii) amend the Company Charter Document; (iv) acquire or agree to acquire (A) by merging or consolidating with, or any Parent Voting Debt (other than (I) by purchasing a substantial portion of the issuance of shares of Parent Common Stock upon the exercise of options stock, or other stock awards ownership interests in, or assets of, or by any other 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 each Company, except 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 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 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 outstanding on the date of this Agreementhereof, or (IIB) pursuant make any loans, advances or capital contributions to, or investments in, any other person, other than employees of each Company in the ordinary course of business consistent with past practice; (vii) make or incur capital expenditures in the aggregate in excess of $50,000; (viii) make any material election relating to existing Parent Stock Plans taxes or settle or compromise any material tax liability; (ix) pay, discharge, or satisfy any claims, liabilities, or obligations (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 current terms and past practice)of liabilities reflected or reserved against in, or contemplated by, the Company Balance Sheet; (Cx) amend Parent’s certificate of incorporation waive the benefits of, or bylaws agree to modify in any manner, any confidentiality, standstill or amend Merger Sub’s certificate of formation or limited liability company agreementsimilar agreement to which Company is a party; (Dxi) directly or indirectly, (I) enter into any transaction, other than the Merger, that would require approval of the stockholders of Parent under applicable Law or stock exchange rules; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination with, or purchase of more than 20% of the equity securities or consolidated total assets of any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement; (E) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoingsuch a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization, or reorganization; (F) enter into any new collective bargaining agreement involving unions in more than one state; (Gxii) change any accounting principle used by it; (xiii) settle or compromise any litigation (whether or not commenced 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, or amend any existing, severance agreement or arrangement, deferred compensation arrangement or employment agreement with any officer, director, or employee, except as that, each Company may hire additional employees to the extent deemed by its management to be in the best interests of the relevant Company; provided, that 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 applicable Law law); (C) grant any increases in employee compensation, other than in the ordinary course or GAAPpursuant 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 payments consistent with past practices); or (D) grant any stock options or stock awards; or, (Hxv) authorize any ofauthorize, or commit or agree to take take, any of, of the foregoing actions.

Ordinary Course. During the period from the date of this Agreement to the Effective Time (except as otherwise expressly provided or permitted by the terms of this Agreement or as set forth in Section 6.1(bi) of the Parent Disclosure Letter), Parent The Company and its Subsidiaries shall carry on their respective businesses in the usual, regular and ordinary course in all material respects, in substantially the same manner as conducted at the date of this Agreementheretofore conducted, and, to the extent consistent therewith, and shall use their reasonable best efforts to preserve intact their current business organizationspresent lines of business, keep available the services of maintain their current officers rights and employees franchises and preserve their relationships with customers, suppliers, licensors, licensees, distributors suppliers and others having business dealings with Parent and its Subsidiaries, in each case consistent with past practice. Without limiting the generality of the foregoing, and except as otherwise expressly provided or permitted by this Agreement or set forth in Section 6.1(b)(i) of the Parent Disclosure Letter, prior to the Effective Time Parent and its Subsidiaries shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld or conditioned (in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion): (A) (I) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock or (II) 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; (B) issue, deliver, grant, sell, pledge, dispose of or otherwise encumber any of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock, or any Parent Voting Debt (other than (I) the issuance of shares of Parent Common Stock upon the exercise of options or other stock awards outstanding on the date of this Agreement, or (II) pursuant to existing Parent Stock Plans in accordance with their current terms and past practice); (C) amend Parent’s certificate of incorporation or bylaws or amend Merger Sub’s certificate of formation or limited liability company agreement; (D) directly or indirectly, (I) enter into any transaction, other than the Merger, that would require approval of the stockholders of Parent under applicable Law or stock exchange rulesthem; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination with, or purchase of more than 20% of the equity securities or consolidated total assets of any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that no action by the foregoing restriction Company or its Subsidiaries with respect to matters specifically permitted by any other provision of this Section 4.2 shall be deemed a breach of this Section 4.2(a)(i) unless such action would constitute a breach of one or more of such other provisions. (ii) Other than in connection with acquisitions and activities permitted by Section 4.2(e), the Company shall not, and shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate permit any of its Subsidiaries to, (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (IIIA) enter into any other transaction or take any other action that would reasonably be expected to (xlicensing agreement, except for licensing agreements set forth in Section 4.2(a)(ii) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement; (E) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoing; Company Disclosure Schedule and, subject to Section 4.2(e), any licensing agreement relating to the non-pharmaceutical licenses of the Company entered into in the ordinary course of business, (FB) enter into or terminate any "material contract" as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC or agreement or make any change in any material lease or contract, other than in the ordinary course of business; (C) enter into any new collective bargaining line of business; (D) incur or commit to any capital expenditures or any obligations or liabilities in connection therewith other than Permitted Capital Expenditures (as defined below) and obligations or liabilities in connection therewith, (E) with respect to the pharmaceutical and consumer healthcare businesses, enter into any contract, agreement involving unions or other arrangement for the sale of products or inventories or for the furnishing of services by the Company or any of its Subsidiaries which contract, agreement or other arrangement involves amounts or expenditures in more excess of $20 million or which may give rise to commitments which may extend beyond twelve months from the date of such contract, agreement or arrangement, unless, such contract, agreement or arrangement can be terminated by the Company or its Subsidiary, as the case may be, by giving less than one state; (G) change 60 days' notice and without incurring an obligation to pay any accounting principle used by it, except as required by applicable Law material premium or GAAP; or (H) authorize penalty or suffering any ofother material detriment, or commit (F) with respect to the pharmaceutical business, enter into an agreement to provide rebates or agree discounts to take public, governmental, or private entities, unless such agreement is able to be terminated within one year without penalty and the rebates or discounts therein do not differ significantly from prior arrangements or agreements. As used herein, a "Permitted Capital Expenditure" is a capital expenditure which (i) is set forth on a Capital Expenditure Schedule to be delivered by the Company as contemplated by the Company Disclosure Schedule or (ii) is (A) less than $20 million in the case of any of, single expenditure or related series of expenditures and (B) $100 million in the foregoing actionsaggregate for all capital expenditures incurred pursuant to this clause (ii) and not clause (i). The Company will deliver to Parent on a quarterly basis a schedule of actual capital expenditures made.

Ordinary Course. During the period from the date of this Agreement to --------------- the Effective Time of the Merger (except as otherwise expressly provided or permitted specifically contemplated by the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure LetterAgreement), Parent TMW shall and shall cause each of its Subsidiaries shall significant subsidiaries to carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted at the date of this Agreement, and, to the extent consistent therewith, use their all reasonable best 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 Parent and its Subsidiariesthem, 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 provided or permitted contemplated by this Agreement or set forth in Section 6.1(b)(i) of the Parent Disclosure LetterAgreement, prior to the Effective Time Parent and its Subsidiaries TMW shall not, without the prior written consent of the Company (which consent and shall not be unreasonably withheld or conditioned (in each case from the point permit any of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):subsidiaries to: (Ai) (IA) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock stock, other than dividends and distributions by any direct or indirect subsidiary of TMW to TMW or a subsidiary of TMW and immaterial dividends, distributions and other similar transactions involving existing subsidiaries, (IIB) 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 stockstock or (C) purchase, redeem or otherwise acquire any shares of capital stock of 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 ▇▇▇▇▇▇ Retail Group, Inc. ("MRG") and the Subscription Agreement between MRG and Golden Moores Finance Company; (Bii) issue, deliver, grant, sell, pledge, dispose of pledge or otherwise encumber any shares of its capital stock stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such capital stockshares, voting securities or any Parent Voting Debt convertible securities other than, in the case of TMW, (other than (IA) the issuance of shares of Parent TMW Common Stock upon the exercise of stock options or other stock awards outstanding on the date of this Agreement, or (II) pursuant to existing Parent Stock Plans Agreement in accordance with their current terms terms, (B) the issuance of a number of shares of TMW Common Stock, not to exceed 10% of the number of shares of 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 past practice)its subsidiaries, or (D) in connection with the Exchangeable Shares of MRG or the Subscription Agreement; (Ciii) amend Parent’s certificate TMW's Restated Articles of incorporation or bylaws or amend Merger Sub’s certificate of formation or limited liability company agreementIncorporation; (Div) directly acquire or indirectlyagree to acquire any business, (I) enter into any transactioncorporation, other than the Mergerpartnership, that would require approval of the stockholders of Parent under applicable Law or stock exchange rules; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidationassociation, joint venture, tender offerlimited liability company or other entity or division thereof involving the payment of consideration, share exchange, business combination with, or purchase of more than 20% of the equity securities or consolidated total assets of any asset-based trucking company located in the United States or (y) aggregate for all such acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 100 million individually (providedwithout the written consent of the Company, however, that the foregoing restriction which consent shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreementunreasonably withheld; (Ev) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation of TMW or Parent or adopt resolutions providing for or authorizing any of the foregoingsuch a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (F) enter into any new collective bargaining agreement involving unions in more than one state; (Gvi) change any material accounting principle used by it, except as required by applicable Law or GAAPregulations promulgated by the SEC; or (Hvii) 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 Closing Date (except as otherwise expressly provided or permitted specifically contemplated by the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure LetterAgreement), Parent each Company shall, and its Subsidiaries Seller shall cause each Company to, carry on their its businesses in the usual, regular regular, and ordinary course in substantially the same manner as conducted at the date of this Agreementhereof, and, to the extent consistent therewith, use their all reasonable best efforts to preserve intact their its current business organizationsorganization, keep available the services of their its current officers and employees and preserve their its relationships with with, customers, suppliers, licensors, licensees, distributors distributors, and others having business dealings with Parent and its Subsidiariesthe 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 provided or permitted contemplated by this Agreement or set forth in Section 6.1(b)(i) of the Parent Disclosure LetterAgreement, prior to the Effective Time Parent Closing Date the Companies will not, and its Subsidiaries shall Seller will not, without the prior written consent of Buyer, permit or allow the Company (which consent shall not be unreasonably withheld or conditioned (in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):Companies to: (Ai) (IA) declare, set aside aside, or pay any dividends on, or make any other distributions (other than distributions to the Seller for amounts not exceeding their respective income tax liabilities) in respect of, any of its capital stock or stock, (IIB) 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 stockstock or (C) purchase, redeem, or otherwise acquire any shares of capital stock of each Company or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (Bii) issue, deliver, grant, sell, pledge, dispose of of, or otherwise encumber any of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock; (iii) amend the Company Charter Document; (iv) acquire or agree to acquire (A) by merging or consolidating with, or any Parent Voting Debt (other than (I) by purchasing a substantial portion of the issuance of shares of Parent Common Stock upon the exercise of options stock, or other stock awards ownership interests in, or assets of, or by any other 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 each Company, except 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 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 each 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 outstanding on the date of this Agreementhereof, or (IIB) pursuant make any loans, advances or capital contributions to, or investments in, any other person, other than employees of each 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 existing Parent Stock Plans Taxes or settle or compromise any material Tax liability; (ix) pay, discharge, or satisfy any claims, liabilities, or obligations (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 current terms and past practice)of liabilities reflected or reserved against in, or contemplated by, each Company Balance Sheet; (Cx) amend Parent’s certificate of incorporation waive the benefits of, or bylaws agree to modify in any manner, any confidentiality, standstill or amend Merger Sub’s certificate of formation or limited liability company agreementsimilar agreement to which each Company is a party; (Dxi) directly or indirectly, (I) enter into any transaction, other than the Merger, that would require approval of the stockholders of Parent under applicable Law or stock exchange rules; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination with, or purchase of more than 20% of the equity securities or consolidated total assets of any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement; (E) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoingsuch a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization, or reorganization; (F) enter into any new collective bargaining agreement involving unions in more than one state; (Gxii) change any accounting principle used by it; (xiii) settle or compromise any litigation (whether or not commenced 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, or amend any existing, severance agreement or arrangement, deferred compensation arrangement or employment agreement with any officer, director, or employee, except as that, each Company may hire additional employees to the extent deemed by its management to be in the best interests of the relevant 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 applicable Law law); (C) grant any increases in employee compensation, other than in the ordinary course or GAAPpursuant 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 payments consistent with past practices); or (D) grant any stock options or stock awards; or (Hxv) 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 (except as otherwise expressly provided or permitted by the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure Letter)GEXA shall, Parent and shall cause its Subsidiaries shall to, carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted at the date of this Agreement, and, to the extent consistent therewith, and use their its commercially reasonable best efforts to preserve intact their current business organizations, retain and keep available the services of their current officers and employees and preserve their relationships with customers, suppliers, contractors, distributors, licensors, licensees, distributors licensees and others having business dealings with Parent them to the end that their goodwill and its Subsidiaries, ongoing businesses shall not be impaired in each case consistent any material respect at the Closing Date (it being understood and agreed by Holdings and GEXA that this Section 4.2(a) is a material covenant and FPL Group and Holdings is relying on GEXA’s compliance with past practicethe provisions of this covenant between the date hereof and the Closing Date for purposes of Section 6.2(b) hereof). Without limiting the generality of the foregoing, and except as otherwise expressly provided or permitted required by this Agreement or set forth in Section 6.1(b)(i) law, neither GEXA nor any of the Parent Disclosure Letter, prior to the Effective Time Parent and its Subsidiaries shall notshall, without the prior written consent of the Company (which consent shall not be unreasonably withheld or conditioned (in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):Holdings: (Ai) (Ix) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock stock, whether payable in cash, stock, property or otherwise (IIexcept dividends and distributions by a direct or indirect wholly owned Subsidiary of GEXA to GEXA), (y) 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 stockstock or (z) purchase, redeem or otherwise acquire any shares of capital stock of GEXA or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (Bii) authorize for issuance, issue, deliver, grantsell or agree or commit to issue, sellsell or deliver (whether through the issuance or granting of options, pledgewarrants, dispose of commitments, subscriptions, rights to purchase or otherwise), pledge or otherwise encumber any shares of its capital stock 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 capital shares, voting securities or convertible securities or any other securities or equity equivalents (including without limitation stock appreciation rights) (other than (x) issuances upon exercise of stock options or warrants outstanding on the date hereof and listed in Section 3.1(c) of the GEXA Disclosure Schedule, and (y) issuances of Continental Shares in the ordinary course of business, consistent with past practices and in accordance with the Continental Agreement); (iii) except as set forth on Section 4.2(a)(iii) of the GEXA Disclosure Schedule, adopt or amend in any material respect any bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, warrant, restricted stock, 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 GEXA or any Parent Voting of its Subsidiaries or increase in any manner the compensation or fringe benefits of any director, officer or employee of GEXA 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 GEXA or any of its Subsidiaries; (iv) amend its articles 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 GEXA or any of its Subsidiaries; (v) except as set forth on Section 4.2(a)(v) of the GEXA Disclosure Schedule, sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its properties or assets other than (i) disposals that do not exceed $50,000 in the aggregate and that are made in the ordinary course of its business or (ii) the sale of electricity to its customers in the ordinary course of business; (vi) incur any Debt (other than (I) in the issuance ordinary course of shares business consistent with past practices associated with the purchase and sale of Parent Common Stock upon the exercise of options electricity and transmission and distribution under existing credit facilities), issue or sell any debt securities or warrants or other stock awards outstanding on the date rights to acquire any debt securities of this AgreementGEXA 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 (II) pursuant make any loans, advances or capital contributions to, or investments in, any other Person, other than to existing Parent Stock Plans in accordance with their current terms and past practice)GEXA or any direct or indirect wholly owned Subsidiary of GEXA; (C) amend Parent’s certificate of incorporation or bylaws or amend Merger Sub’s certificate of formation or limited liability company agreement; (D) directly or indirectly, (I) enter into any transaction, other than the Merger, that would require approval of the stockholders of Parent under applicable Law or stock exchange rules; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination with, or purchase of more than 20% of the equity securities or consolidated total assets of any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement; (E) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoing; (F) enter into any new collective bargaining agreement involving unions in more than one state; (Gvii) change any accounting principle used by it, unless required by the SEC or the Financial Accounting Standards Board or change any credit practices or collection policies; (viii) enter into any transaction or series of transactions with any Affiliate of GEXA (other than a wholly owned Subsidiary of GEXA) 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 GEXA or such Subsidiary as would be obtainable by GEXA or such Subsidiary at the time of such transaction with a Person that is not an Affiliate of GEXA; (ix) enter into or amend, modify, supplement, terminate, assign or waive any material provision of any Customer Contract with any customer or potential customer, provided that GEXA and its Subsidiaries may (a) terminate Customer Contracts for default or nonpayment in the ordinary course of business consistent with past practices, and (b) enter into, modify, amend or supplement Customer Contracts in the ordinary course of business consistent with past practices if the terms of such contracts, agreements or arrangements as entered into, amended, modified, or supplemented do not differ in any material adverse respect from the terms set forth in the forms of client contracts attached to Section 4.2(a)(ix) of the GEXA Disclosure Schedule; (x) make any capital expenditures in excess of $50,000 individually or $250,000 in the aggregate, or, in either case, enter into any binding commitment or contract to make such expenditures; (xi) make any tax election or settle or compromise any tax liability or refund, except as required by applicable Law or GAAP; orwould not reasonably be expected to have a Material Adverse Effect as to GEXA; (Hxii) authorize except as contemplated by Section 6.2(g) of this Agreement, pay, discharge or satisfy any ofclaims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) in excess of $100,000, net of any insurance benefit to GEXA, in the aggregate, other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice or liabilities reflected in the GEXA SEC Documents incurred in the ordinary course of business and consistent with past practices; (xiii) settle or compromise any pending or threatened suit, action or claim relating to this Agreement and the transactions contemplated hereby; (xiv) commit or agree in writing or otherwise to do any act restricted by this Section 4.2; (xv) fail to maintain insurance coverages as contemplated by Section 3.1(bb) and file and prosecute any claims thereunder relating the business of GEXA and its Subsidiaries; (xvi) fail to invest available cash balances, to the extent not otherwise required by the terms of GEXA’s existing credit facilities, in investments that would qualify as Permitted Investments. (xvii) (A) grant any waiver of any material term under, (B) give any material consent with respect to, (C) assign, terminate or amend, in any material respect, any Material Contract (including without limitation the top 100 Customer Contracts) or GEXA Permit, or allow a GEXA Permit to lapse or terminate or fail to renew any GEXA Permit; (xviii) subject to (xvii) and except for Customer Contracts, enter into, terminate, assign or amend any Contract other than in the ordinary course of business, provided that, if the ordinary course of business exception applies, such actions shall only be permitted if the Contract involves total consideration of less than $50,000 in the aggregate; and (xix) engage in any practices, take any ofaction, or enter into any transaction that would result in any misrepresentation or breach of warranty under Section 3.1 of this Agreement; and (xx) fail to balance its purchases and sales of electricity in accordance with the foregoing actionsbalancing policy of the board of directors of GEXA as set forth in the GEXA board resolution dated August 26, 2004.

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 Closing Date (except for transactions to which Purchaser or its affiliates are a party or as otherwise expressly provided or permitted specifically contemplated by the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure LetterAgreement), Parent the Company shall and shall cause its Subsidiaries shall to carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted at the date of this Agreement, and, to the extent consistent therewith, use their commercially reasonable best 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 Parent and its Subsidiariesthem, 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 7 12 expressly provided or permitted contemplated by this Agreement or set forth in Section 6.1(b)(i) of and the Parent Disclosure LetterSchedules hereto, prior to the Effective Time Parent and its Subsidiaries Company shall not, without the prior written consent of the Company (which consent and shall not be unreasonably withheld or conditioned (in each case from the point permit any of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):Subsidiaries to: (Ai) (IA) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock stock, other than dividends and distributions by any direct or indirect wholly owned Subsidiary of the Company to the Company or a wholly owned Subsidiary of the Company, (IIB) 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 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 the exercise of outstanding stock options and warrants and satisfaction of withholding obligations under outstanding stock options and restricted stock; (Bii) issue, deliver, grant, sell, pledge, dispose of pledge or otherwise encumber any shares of its capital stock stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such capital stockshares, voting securities or any Parent Voting Debt (convertible securities other than (I) than, in the case of the Company, the issuance of shares of Parent Common Stock upon the exercise of stock options or other stock awards and warrants outstanding on the date of this Agreement, or (II) pursuant to existing Parent Stock Plans Agreement in accordance with their current terms and past practice)terms; (Ciii) amend Parent’s certificate its Articles of incorporation Incorporation, By-laws or bylaws other comparable charter or amend Merger Sub’s certificate of formation or limited liability company agreementorganizational document; (Div) directly acquire or indirectlyagree to acquire (A) by merging or consolidating with, (I) enter into any transaction, other than the Merger, that would require approval or by purchasing a substantial portion of the stockholders of Parent under applicable Law stock or stock exchange rules; (II) enter into an agreementassets of, or by any other than this Agreementmanner, relating to (x) any acquisitionbusiness or any corporation, mergerpartnership, consolidationassociation, joint venture, tender offer, share exchange, business combination with, limited liability company or purchase of more than 20% of the equity securities other entity or consolidated total assets of any asset-based trucking company located in the United States division thereof or (yB) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total any assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determinedthat, in each case, would be material, individually or in accordance the aggregate, to the Company and its Subsidiaries taken as a whole, except purchases in the ordinary course of business consistent with Section 801.10 past practice; (v) sell, lease, mortgage, pledge, gran▇ ▇ ▇▇▇▇ ▇▇ 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 $250,000 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 the regulations adopted under the HSR Act); Company or (III) any of its Subsidiaries, guarantee any debt securities of another Person, enter into any "keep well" or other transaction agreement to maintain any financial statement condition of another Person or take enter into any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all arrangement having the economic effect of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement; (E) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoing; (F) enter into any new collective bargaining agreement involving unions in more than one state; (G) change any accounting principle used by it, except as required by applicable Law or GAAP; or (H) authorize any offor working capital borrowings under currently existing revolving credit facilities incurred in the ordinary course of business, or commit (B) make any loans, advances or agree capital contributions to, or investments in, any other Person that would be material, individually or in the aggregate, to take the Company and its Subsidiaries taken as a whole, other than to the Company or any of, direct or indirect wholly owned Subsidiary of the foregoing actions.Company;

Ordinary Course. During the period from the date of this Agreement to the Effective Time Closing Date (except as otherwise expressly provided or permitted specifically contemplated by the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure LetterAgreement), Parent the Company shall, and its Subsidiaries Sellers shall cause the Company to, carry on their its businesses in the usual, regular and ordinary course in substantially the same manner as conducted at the date of this Agreementhereof, and, to the extent consistent therewith, use their all reasonable best efforts to preserve intact their its current business organizationsorganization, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with Parent and its Subsidiariesthe 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 provided or permitted contemplated by this Agreement or set forth in Section 6.1(b)(i) of the Parent Disclosure LetterAgreement, prior to the Effective Time Parent Closing Date the Company will not, and its Subsidiaries shall Sellers will not, without the prior written consent of Buyer, permit or allow the Company (which consent shall not be unreasonably withheld or conditioned (in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):to: (Ai) (IA) declare, set aside or pay any dividends on, or make any other distributions (other than distributions to the Sellers for amounts not exceeding their respective U.S. federal income tax liabilities) in respect of, any of its capital stock or stock, (IIB) 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 stockstock or (C) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (Bii) issue, deliver, grant, sell, pledge, dispose of or otherwise encumber any of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock; (iii) amend the Company Charter Documents; (iv) acquire or agree to acquire (A) by merging or consolidating with, or any Parent Voting Debt (other than (I) by purchasing a substantial portion of the issuance of shares of Parent Common Stock upon the exercise of options stock, or other stock awards ownership interests in, or assets of, or by any other 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, except purchases of supplies and inventory in the ordinary course of business consistent with past practice; (v) sell, lease, mortgage, pledge, g▇▇▇▇ ▇ ▇▇▇▇ 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 $100,000.00 in the aggregate; (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, 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 outstanding on the date of this Agreementhereof, or (IIB) pursuant 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 $400,000.00; (viii) make any material election relating to existing Parent Stock Plans 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 current terms and past practice)of liabilities reflected or reserved against in, or contemplated by, the Company Balance Sheet; (Cx) amend Parent’s certificate of incorporation waive the benefits of, or bylaws agree to modify in any manner, any confidentiality, standstill or amend Merger Sub’s certificate of formation or limited liability company agreementsimilar agreement to which the Company is a party; (Dxi) directly or indirectly, (I) enter into any transaction, other than the Merger, that would require approval of the stockholders of Parent under applicable Law or stock exchange rules; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination with, or purchase of more than 20% of the equity securities or consolidated total assets of any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement; (E) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoingsuch a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (Fxii) enter into any new collective bargaining agreement involving unions in more than one stateagreement; (Gxiii) change any accounting principle used by it, except as for changes conforming to regulations promulgated by the Financial Accounting Standards Board; (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 $50,000.00, or (B) in consultation and cooperation with Buyer, and, with respect to any such settlement, with the prior written consent of Buyer; (xv) (A) enter into any new, or amend any existing, severance agreement or arrangement, deferred compensation arrangement or employment agreement with any officer, director or employee, except that, the Company may hire additional employees to the extent deemed by its management to be in the best 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 applicable Law law or GAAPto maintain the tax qualified status of such plans under the Code); (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 payments consistent with past practices); or (D) grant any stock options or stock awards; or (Hxvi) authorize any of, or commit or agree to take any of, the foregoing actions.

Ordinary Course. During Except as expressly provided or permitted herein, or as consented to in writing by Buyer, as it relates to the Company, or Sellers, as it relates to Buyer or any of its Subsidiaries, during the period from commencing on the date of this Agreement to and ending on the Effective Time (except Closing Date or such earlier date as otherwise expressly provided or permitted by the terms of this Agreement or as set forth may be terminated in Section 6.1(b) of accordance with its terms (the Parent Disclosure Letter“Pre-Closing Period”), Parent Buyer and its Subsidiaries and the Company shall act and carry on their respective businesses in the usual, regular Ordinary Course of Business and ordinary course in substantially the same manner as conducted at the date of this Agreement, and, to the extent consistent therewith, shall use their commercially reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees maintain and preserve their business organization, assets and properties, preserve their business relationships with customers, strategic partners, suppliers, licensors, licensees, distributors and others having business dealings with Parent it and keep available the services of its Subsidiariespresent officers, in each case consistent with past practiceemployees and consultants. Without limiting the generality of the foregoing, and except as otherwise expressly provided or permitted by this Agreement herein, or set forth in Section 6.1(b)(i) of the Parent Disclosure Letter, prior pursuant to the Effective Time Parent and terms of any Applicable Contract which is disclosed in a Disclosure Schedule during the Pre-Closing Period, neither the Company nor Buyer or any of its Subsidiaries shall notdirectly or indirectly, do any of the following without the prior written consent of the Company other party (which consent shall not be unreasonably withheld or conditioned (in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a wholedelayed), and provided that Section 6.2(a)(viii) shall not apply with respect to actions taken by the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):Buyer: (A) (Ii) 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 stock or (II) other equity securities, except that the Company may make distributions to the Sellers in sufficient amount to pay federal, state and local income taxes, at the highest marginal tax rates applicable to such Sellers on the net distributive share of the Company’s income, losses, deductions and credits that have been separately stated and passed through to the Sellers under Section 1366 of the Code, 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 capital stock or any of its other securities; or purchase, redeem or otherwise acquire any capital stockstock or any of its other securities or any rights, warrants or options to acquire any such capital stock or other securities; (Bii) issue, deliver, sell, grant, sell, pledge, pledge or otherwise dispose of or otherwise encumber any of its capital stock stock, any other voting securities or any securities convertible intointo or exchangeable for, or any rights, warrants or options to acquire, any such capital stock, voting securities or any Parent Voting Debt convertible or exchangeable securities (other than (I) the issuance of shares of Parent Common Stock capital stock upon the exercise of options or other stock awards warrants outstanding on the date of this Agreement, or (II) pursuant to existing Parent Stock Plans in accordance with their current terms and past practice); (Ciii) amend Parent’s certificate any of incorporation the Organizational Documents or bylaws other comparable charter or amend Merger Sub’s certificate of formation organizational documents or limited liability company agreement; (D) directly or indirectly, (I) enter into any transaction, other than the Merger, that would require approval new line of the stockholders business or discontinue any existing line of Parent under applicable Law or stock exchange rulesbusiness; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination with, or purchase of more than 20% of the equity securities or consolidated total assets of any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action Sellers acknowledge and agree that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of Buyer may amend its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions bylaws as contemplated by Section 6.14 of this Agreement; (Eiv) recapitalizeacquire by merging or consolidating with, reorganize or completely by purchasing all or partially liquidate Parent a substantial portion of the assets or adopt a plan any stock of, or by any other manner, any business or any corporation, partnership, joint venture, limited liability company, association or other business organization or division thereof, or any assets that are material, in the aggregate, to the Company or Buyer, as the case may be; provided, however, that Sellers acknowledge and agree that Buyer may purchase RBA, Inc. for $5 million in cash; (v) sell, lease, license, pledge, or otherwise dispose of complete or partial liquidation encumber any material properties or Parent material assets of the Company or adopt resolutions providing for Buyer or authorizing any of its Subsidiaries, as the case may be, 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; (Fviii) make any capital expenditures or other expenditures with respect to property, plant or equipment in excess of $100,000 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, (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 any Benefit Plan of such Company; (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 (as it relates to the Company) or the Buyer’s most recent financial statements referred to above or subsequently 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 new collective bargaining agreement involving unions in more than one stateor union contract with any labor organization or union; (Gxvii) change accelerate or defer any accounting principle used obligation or payment by itor to such company, except as required by applicable Law or GAAP; ornot pay any accounts payable or other obligation of such company when due and other than in the Ordinary Course of Business; (Hxviii) authorize decrease or defer in any of, material respect the level of training provided to the employees of such Company or commit the level of costs expended in connection therewith; and (xix) fail to maintain insurance at levels at least comparable to current levels or agree to take any of, the foregoing actionsotherwise in a manner inconsistent with past practice.

Ordinary Course. During the period from the date of this Agreement to the Effective Time (except as otherwise expressly provided or permitted specifically contemplated by the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure LetterAgreement), Parent the Company shall and shall cause its Subsidiaries shall 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, which are being undertaken in the ordinary course of this Agreement, business) and, to the extent consistent therewith, use their all commercially reasonable best 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 Parent and its Subsidiariesthem, 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. Without limiting the generality of the foregoing, and except as otherwise expressly provided or permitted contemplated by this Agreement or set forth in and Section 6.1(b)(i) 4.1 of the Parent Disclosure LetterSchedule, prior to the Effective Time Parent and its Subsidiaries the Company shall not, without the prior written consent of the Company (which consent and shall not be unreasonably withheld or conditioned (in each case from the point permit any of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):subsidiaries to: (Ai) (IA) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary of the Company to the Company or a wholly owned subsidiary of the Company, (IIB) 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 stockstock or (C) purchase, redeem or otherwise acquire any shares of capital stock of 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; (Bii) issue, deliver, grant, sell, pledge, dispose of or otherwise encumber any shares of its or its subsidiaries' capital stock stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such capital stockshares, voting securities or any Parent Voting Debt convertible securities (other than (I) than, in the case of the Company, the issuance of shares of Parent Common Stock Shares upon the exercise of options or other stock awards and warrants outstanding on the date of this Agreement, or Agreement (IIas identified and described in Section 3.1(c)) pursuant to existing Parent Stock Plans in accordance with their current terms and past practiceterms); (Ciii) amend Parent’s certificate the Company Charter or other comparable charter or organizational documents; (iv) acquire or agree to acquire (A) by merging or consolidating with, or by purchasing a substantial portion of incorporation the stock, or bylaws other ownership interests in, or amend Merger Sub’s certificate of formation assets of, or by any other manner, any business or any corporation, partnership, association, joint venture, limited liability company agreementor 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; (Dv) directly sell, lease, mortgage, pledge, ▇▇▇▇▇ ▇ ▇▇▇▇ on or indirectlyotherwise encumber or dispose of any of its properties or assets, except (IA) in the ordinary course of business consistent with past practice and (B) other transactions involving not in excess of $1,000,000 in the aggregate; (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 transaction"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 borrowings under revolving credit facilities incurred in the ordinary course of business and except for indebtedness incurred to refund, refinance or replace indebtedness for borrowed money outstanding on the date hereof, 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 2001, previously provided to Parent, which, singly or in the aggregate with all other expenditures, would exceed $1,000,000; (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 Mergerpayment, that would require approval 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 stockholders of Parent under applicable Law or stock exchange rules; (II) enter into an agreement, other than this Agreement, relating to Company Balance Sheet; (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination withwaive the benefits of, or purchase of more than 20% of the equity securities agree to modify in any manner, any confidentiality, standstill or consolidated total assets of any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions similar agreement to which the HSR Act does not apply) Company or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreementsubsidiaries is a party; (Exi) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoingsuch a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (Fxii) enter into any new collective bargaining agreement involving unions in more than one stateagreement; (Gxiii) change any accounting principle used by it, except as required by applicable Law regulations promulgated by the SEC or GAAPthe Financial Accounting Standards Board; (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 $500,000, or (B) in consultation and cooperation with Parent, and, with respect to any such settlement, with the prior written consent of Parent; (xv) (A) enter into any new, or amend any existing, severance agreement or arrangement, deferred compensation arrangement or employment agreement with any officer, director or employee, except that, the Company may hire additional employees to the extent deemed by its management to be in the best 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, or amend any existing, incentive, retirement or welfare benefit arrangements, plans or programs for the benefit of current, former or retired employees (other than amendments required by law or to maintain the tax qualified status of such plans under the Code), (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 payments consistent with past practices) or (D) grant any stock options or stock awards; or (Hxvi) authorize any of, or commit or agree to take any of, the foregoing actions.

Ordinary Course. During the period The Company covenants and agrees as to itself and its Subsidiaries that, from the date of this Agreement to until the earlier of the Effective Time (and termination of this Agreement, except as otherwise expressly provided or specifically permitted by the terms any other provision of this Agreement (or as set forth in Section 6.1(b) 5.1 of the Parent Company Disclosure Letter) or required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any of its Subsidiaries or except with Parent’s prior written approval (not to be unreasonably withheld, conditioned or delayed), Parent the business of it and its Subsidiaries shall carry on their businesses be conducted in the usual, regular ordinary and ordinary usual course in substantially consistent with the same manner as conducted at the date of this Agreement, Company’s past practice and, to the extent consistent therewith, the Company and its Subsidiaries shall use their reasonable best efforts to (i) preserve intact their current business organizationsassets, (ii) keep available the services of their current officers and officers, key employees and consultants of the Company and each of its Subsidiaries, (iii) preserve their relationships the Company’s business organization intact and maintain its existing relations and goodwill with customers, suppliers, licensorsdistributors, licenseescreditors, distributors lessors, clinical trial investigators or managers of its clinical trials and others having business dealings (iv) comply in all material respects with Parent and its Subsidiaries, in each case consistent with past practiceall applicable Laws. Without limiting the generality of the foregoing, and as an extension thereof, except as otherwise expressly provided or specifically permitted by any other provision of this Agreement (or as set forth in Section 6.1(b)(i) 5.1 of the Parent Company Disclosure Letter, prior ) or required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Effective Time Parent and Company, or the terms of any Contract binding upon the Company or any of its Subsidiaries Subsidiaries, the compliance with which shall not cause the Company to be in material non-compliance with this Section 5.1, the Company shall not, and shall not permit any of its Subsidiaries to, from the date of this Agreement until the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Company Parent (which consent shall not to be unreasonably withheld withheld, conditioned or conditioned (in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashiondelayed): (Aa) (I) declare, set aside amend or pay any dividends on, propose to amend the certificate of incorporation or make any bylaws or other distributions in respect of, comparable governing instruments of the Company or any of its capital stock or (II) 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 stockSignificant Subsidiaries; (Bb) issue, deliver, grant, sell, pledge, dispose of, grant, transfer or encumber or authorize the issuance, sale, pledge, disposition, grant, transfer or encumbrance of any shares of, or otherwise encumber securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, or based on the value of, any shares of its capital stock of any class or any securities convertible intoEquity Interest, voting debt of the Company or any rightsof its Subsidiaries, warrants or options to acquire, any such capital stock, or any Parent Voting Debt (other than (I) the issuance of shares of Parent Common Stock upon the exercise of options or other stock awards Company Convertible Preferred Stock, outstanding on as of the date of this Agreementhereof, or (II) pursuant to existing Parent Stock Plans in accordance with their current its terms, or the exercise of Options or the settlement of DSUs or RSUs or MIP, outstanding as of the date hereof, in each case in accordance with the terms of the applicable Company Stock Plan and past practice)related award agreements; (Cc) amend Parent’s certificate of incorporation or bylaws or amend Merger Sub’s certificate of formation or limited liability company agreement; (D) directly or indirectly, (I) enter into any transaction, other than pursuant to cash management or investment portfolio activities in the Mergerordinary course of business, that would require approval of the stockholders of Parent under applicable Law or stock exchange rules; acquire (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, including by merger, consolidation, joint ventureor acquisition of stock or assets or Intellectual Property or any other business combination) any ownership interest in any corporation, tender offerpartnership, share exchange, other business combination with, organization or purchase of more than 20% of the equity securities any division thereof or consolidated total any assets of or interest in any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of from any other Person for a transaction value consideration valued in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 200 million in the aggregate (determinedwith the valuation of any contingent consideration being determined in accordance with the valuation methodology used by the Company in connection with determining the need to make a notification under the HSR Act (without regard to whether payments are being made with respect to assets within or outside the United States)); (d) enter into any strategic licensing, joint venture, collaboration, alliance, co-promotion or similar agreement for consideration valued in excess of $50 million individually or $200 million in the aggregate for all such contracts (with the valuation of any contingent consideration being determined in accordance with the valuation methodology used by the Company in connection with determining the need to make a notification under the HSR Act (without regard to whether payments are being made with respect to assets within or outside the United States)), provided, that no such agreement would (i) constitute a Company Material Contract, (ii) limit or restrict the Company or its Subsidiaries or the Parent or any of its Affiliates (including the Surviving Corporation) or any successor thereto, in each case, after the Effective Time, from engaging or competing in, or require any of them to work exclusively with the party to such agreement in, any material line of business or in accordance with Section 801.10 any material geographic area or, in the case of the regulations adopted under pharmaceutical or animal health business, in the HSR Act)research, development, manufacture and commercialization of any antibody or therapeutic agent directed at a specific antigen or other target or product or in any therapeutic area, class of drugs or mechanism of action or modality, other than any limitation or restriction which the Company shall have the right to terminate upon a change of control at no cost and with no such continuing material restrictions or obligations to the Company or Parent or any of their respective Subsidiaries; or (IIIiii) be reasonably expected to interfere with the parties’ ability to consummate the Merger; (e) (i) purchase financial instruments that at the time of purchase qualify as Level III assets (as defined in FASB 157); (ii) change in a material manner the average duration of the Company’s investment portfolio or the average credit quality of such portfolio, except for changes that would reduce investment risk in such portfolio; (iii) materially change investment guidelines with respect to the Company’s investment portfolio except for changes that would reduce investment risk of the Company’s investment portfolio; (iv) hypothecate, repo, encumber or otherwise pledge assets in the Company’s investment portfolio; or (v) invest new surplus cash from operations in securities other than short-term liquid securities permitted by Parent’s investment guidelines (which shall be implemented by the Company with respect to such new surplus cash as soon as practicable after the date hereof); (f) enter into any interest rate swaps, foreign exchange or commodity agreements and other transaction or take any similar hedging arrangements other action that would reasonably be expected to than for purposes of offsetting a bona fide exposure (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreementincluding counterparty risk); (Eg) recapitalize, reorganize merge or completely consolidate the Company or partially liquidate Parent any of its Subsidiaries with any Person or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for a complete or authorizing partial liquidation, dissolution, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries, other than any such transaction between or among direct or indirect wholly-owned Subsidiaries of the foregoingCompany that would not result in material adverse tax consequences or material loss of tax benefits or loss of any material asset (including Intellectual Property); (Fh) sell, pledge, dispose of, transfer, lease, license, guarantee or encumber, or authorize the sale, pledge, disposition, transfer, lease, license, guarantee or encumbrance of, any material property or assets (including Intellectual Property) of the Company or any of its Subsidiaries, except (i) pursuant to existing Contracts or commitments, (ii) for the sale of goods and services in the ordinary course of business consistent with past practice, (iii) transactions involving property or assets of the Company or any of its Subsidiaries having a value no greater than $120 million in the aggregate for all such transfers (with the valuation of any contingent consideration being determined in accordance with the valuation methodology used by the Company in connection with determining the need to make a notification under the HSR Act (without regard to whether payments are being made with respect to assets within or outside the United States)), (iv) in connection with any waiver, release, assignment, settlement, compromise of litigation otherwise permitted under this Section 5.1, or (v) in connection with cash management or investment portfolio activities in the ordinary course of business; (i) split, combine, reclassify, subdivide or amend the terms of its outstanding shares of capital stock or any other securities of the Company or enter into any agreement with respect to voting of any of its capital stock or any securities convertible into or exchangeable for such shares; (j) declare, set aside, make or pay any dividend or other distribution, whether payable in cash, stock, property or otherwise, in respect of the capital stock of the Company or any of its Subsidiaries, except (i) the declaration and payment of regular quarterly cash dividends not in excess of $0.30 per share of Company Common Stock, (ii) the declaration and payment of regular quarterly cash dividends not in excess of $0.50 per share of Company Convertible Preferred Stock, in each case, with usual record and payment dates for such dividends in accordance with past dividend practice and (iii) between or among direct or indirect wholly-owned Subsidiaries of the Company; (k) purchase, redeem or otherwise acquire, or permit any of its Subsidiaries to purchase, redeem or otherwise acquire any shares of its capital stock, any securities convertible or exchangeable or exercisable for any shares of capital stock or any other securities, including the Convertible Debentures and Company Convertible Preferred Stock, except for purchases, redemptions or other acquisitions of capital stock or other securities (i) required by the terms of the Company Stock Plans or the Convertible Debenture Indenture, (ii) in order to pay Taxes or satisfy withholding obligations in respect of such taxes in connection with the exercise of Company Stock Options or vesting of RSUs or DSUs or the lapse of restrictions in respect of any other Equity Interests in the Company, in each case pursuant to the terms of the Company Stock Plans, (iii) required by the terms of any plans, arrangements or agreements existing on the date hereof and disclosed in Section 3.11(a) of the Company Disclosure Letter between the Company or any of its Subsidiaries and any director or employee of the Company or any of its Subsidiaries, or (iv) prepayment, repurchase or redemption of all or any portion of the Convertible Debentures for an amount less than or equal to par, plus any accrued and unpaid interest incurred up to the date on which such Convertible Debentures are prepaid, repurchased or redeemed; (l) incur any indebtedness for borrowed money or issue any debt securities or warrants or other rights to acquire debt securities of the Company or any of its Subsidiaries or assume, guarantee or endorse, as an accommodation or otherwise, the obligations of any other Person for borrowed money, in each case other than for borrowing under the Company’s existing working capital facilities and existing letter of credit facilities in the ordinary course; (m) make any loans, capital contributions to, or investments in, any Person in amounts in excess of $50 million in the aggregate, other than (i) cash management or investment portfolio activities in the ordinary course of business and consistently with the Company’s obligations under Section 5.1(e) or (ii) in connection with a transaction permitted under Section 5.1(c) or (d); (n) make or agree to make any capital expenditures in excess of $1.2 billion in the aggregate for all such capital expenditures (it being understood that any excess over such amount attributable solely to foreign exchange fluctuation shall not be deemed to violate this clause), or commit to any new capital projects in excess of $50 million individually and $100 million in the aggregate for all such capital expenditures that are not contemplated by the Company’s 2009 operating plan; (o) terminate, cancel, renew, or request or agree to any material amendment or material modification to, material change in, or material waiver under, any Company Material Contract, or enter into or materially amend any Contract that, if existing on the date hereof, would be a Company Material Contract (in each case, excluding the Company Material Contracts identified in Section 3.10(a)(ii) (except for any amendment that would expand the limitations or restrictions referenced therein)); (p) (i) increase the number of employees of the Company and its Subsidiaries (“Company Employees”), based on the number of Company Employees employed as of the date hereof, other than with respect to (A) employees hired pursuant to offers of employment outstanding on the date hereof or to replace currently authorized key positions that are or may become vacant or (B) as reasonably determined by the Company in good faith, employees (up to a maximum of 500 people) based on essential business need, or (ii) enter into an employment agreement or relationship with any new collective bargaining agreement involving unions in Person who earns an annual rate of base salary of more than one stateor equal to $215,000 (other than with respect to employees hired pursuant to offers of employment outstanding on the date hereof or with respect to newly hired employees filling positions that are reasonably and in good faith deemed by the Company to be essential, but in no event, in the aggregate, to exceed 50 people); (Gq) enter into, modify, amend or terminate any Contract or waive, release or assign any rights or claims thereunder, which if so entered into, modified, amended, terminated, waived, released or assigned would be reasonably likely to (i) impair the ability of the Company to perform its obligations under this Agreement in any material respect or (ii) prevent or materially delay or impair the consummation of the Merger and the other transactions contemplated by this Agreement; (r) except as required pursuant to any Company Benefit Plans, Foreign Benefit Plans, Collective Bargaining Agreements, the terms of this Agreement or any applicable Law: (i) grant or provide, or adopt a plan or enter into any agreement or agreements intended to grant or provide, any retention, change in control, severance or termination payments or benefits to any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries, (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to, or make any new equity awards to any current or former director, officer, employee or consultant of the Company or any of its Subsidiaries, except for increases in base salary, in the ordinary course of business consistent with past practice for promoted employees who are not officers and whose new position fills a vacancy (other than a vacancy created as a result of Project Impact), that do not exceed six percent (6%), on average, of the base salary increases of all those receiving such salary increases in the United States and Puerto Rico (and consistent with local promotional practices and applicable Law in jurisdictions outside the United States or Puerto Rico), (iii) establish, adopt, amend or terminate any Company Benefit Plan or amend the terms of any outstanding equity-based awards, (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Company Benefit Plan, (v) change any accounting principle actuarial or other assumptions used by it, except as required by applicable Law to calculate funding obligations with respect to any Company Benefit Plan or GAAP; or (H) authorize any ofto change the manner in which contributions to such plans are made or the basis on which such contributions are determined, or commit (vi) issue or agree forgive any loans to take directors, officers, employees, contractors or any of, of their respective Affiliates except for any such issuance that would not violate the foregoing actions.▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act and is consistent with past practice and policy; (s) pre-pay any long-term indebtedness for borrowed money or change the terms or extend the maturity thereof (including providing cash cover under any letter of credit ot

Ordinary Course. During the period from From the date of this Agreement until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to the Effective Time Article X, unless (i) Purchaser otherwise consents in writing (such consent not to be unreasonably withheld, delayed or conditioned except as otherwise specified in Section 6.1(a)), (ii) expressly provided or permitted by the terms of this Agreement or as set forth Agreement, (iii) disclosed in Section 6.1(b6.1(a) of the Parent Seller Disclosure Letter), Parent and its Subsidiaries or (iv) required by applicable Law or Governmental Body, Seller shall (i) cause each of the Companies to carry on their businesses the Businesses in the usual, regular Ordinary Course and ordinary course in substantially the same manner as conducted at the date of this Agreement, and, to the extent consistent therewith, accordance with their Organizational Documents and use their commercially reasonable best efforts to preserve intact their current present business organizationsorganization, keep available the services of maintain their current officers and employees rights and preserve in all material respects their relationships with employees, officers, customers, suppliers, licensors, licensees, distributors suppliers and others having material business dealings with Parent them; and its Subsidiaries(ii) cause each Company to maintain in all material respects insurance policies and Governmental Licenses and Rights with respect to the Companies and to maintain all material assets and properties of the Companies in customary repair, in each case order and condition consistent with past practicethe Companies’ maintenance practices in the Ordinary Course; provided, however, that no action taken by any of the Companies with respect to matters specifically addressed by clauses (a) through (s) of this Section 6.1 taken in compliance with this Section 6.1 will be deemed a breach of this sentence. Without limiting the generality of the foregoing, foregoing and except as otherwise expressly provided or permitted by this Agreement or set forth in Section 6.1(b)(i) of MGM Member’s rights under the Parent Disclosure Letter, prior to the Effective Time Parent and its Subsidiaries shall notJV Operating Agreement, without the prior written consent of the Company Purchaser (which consent shall not be unreasonably withheld withheld, conditioned or conditioned delayed (except as otherwise specified in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a wholeSection 6.1(a))), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion): (A) (I) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock or (II) 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; (B) issue, deliver, grant, sell, pledge, dispose of or otherwise encumber any of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock, or any Parent Voting Debt (other than (I) the issuance of shares of Parent Common Stock upon the exercise of options or other stock awards outstanding on from the date of this Agreement until the earlier of the Closing Date or the date on which this Agreement is terminated pursuant to Article X, except (w) as expressly permitted by this Agreement, (x) as provided in the Company Budget, (y) as disclosed in Section 6.1(b) of the Seller Disclosure Letter, or (IIz) pursuant to existing Parent Stock Plans in accordance with their current terms and past practice); (C) amend Parent’s certificate of incorporation or bylaws or amend Merger Sub’s certificate of formation or limited liability company agreement; (D) directly or indirectly, (I) enter into any transaction, other than the Merger, that would require approval of the stockholders of Parent under applicable Law or stock exchange rules; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination with, or purchase of more than 20% of the equity securities or consolidated total assets of any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement; (E) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoing; (F) enter into any new collective bargaining agreement involving unions in more than one state; (G) change any accounting principle used by it, except as required by applicable Law or GAAP; orGovernmental Body, Seller shall not, and shall cause each of the Companies not to (regardless of whether such action would have otherwise been permitted under the JV Operating Agreement without MGM Member’s consent): (Ha) take any action that would require the consent of MGM Member under any Organizational Documents of any Company, including the JV Operating Agreement (provided that Purchaser may withhold, condition or delay its consent for any such action in its sole and absolute discretion, and this consent standard shall apply to such action regardless of whether such action is also addressed by clause (b) through (s) below); (b) amend any Organizational Documents of any Company; issue, authorize any the issuance of, or commit enter into any agreement to issue any Capital Stock of any Company; or agree to take undertake any ofrecapitalization, the foregoing actions.merger, consolidation, reorganization, liquidation, dissolution or winding up of any Company; (c) (i) enter into any collective bargaining agreement or modify any Company Collective Bargaining Agreement other than Ordinary Course immaterial modifications;

Ordinary Course. During Except as (i) otherwise specifically provided in this Agreement, (ii) as set forth in Section 5.1 of the period Company Disclosure Letter or (iii) otherwise consented to in writing by ▇▇▇▇▇▇ and Merger Sub, from the date of this Agreement to the Effective Time (except as otherwise expressly provided or permitted by Time, the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure Letter), Parent and Company will conduct its Subsidiaries shall carry on their businesses operations only in the usualordinary and usual course of business and will preserve intact its present business organization, regular and ordinary course in substantially the same manner as conducted at the date of this Agreement, and, to the extent consistent therewith, use their take reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and its present officers, employees and consultants and to preserve their its present relationships with customers, suppliers, licensors, licensees, distributors suppliers, and others having with whom the Company has significant business dealings with Parent and its Subsidiaries, in each case consistent with past practicerelationships. Without limiting the generality of the foregoing, and except (x) as otherwise expressly specifically provided or permitted by in this Agreement or (y) as set forth in Section 6.1(b)(i) 5.1 of the Parent Company Disclosure Letter, prior the Company will not directly or indirectly, from the date of this Agreement to the Effective Time Parent and its Subsidiaries shall notTime, without the prior written consent of ▇▇▇▇▇▇ and Merger Sub: (a) propose or adopt any amendment to or otherwise change the Certificate of Incorporation or the Bylaws; (b) authorize for issuance, sale, pledge, disposition or encumbrance, or issue, sell, pledge, dispose of or encumber (except (x) pursuant to the exercise of Company Stock Options, outstanding on the date hereof, under the Company Stock Option Plans and (which consent shall y) the issuance of shares pursuant to the ESPP in accordance with past practice or as contemplated by Section 2.2) any of its shares or any of its other securities or any interest relating to or whose value is dependent on the value of any equity interest in the Company or issue any securities convertible into or exchangeable for, options, warrants to purchase, scrip, rights to subscribe for, calls or commitments of any character whatsoever relating to, or enter into any contract, understanding or arrangement with respect to the issuance of, any of its shares or any of its other securities, or enter into any arrangement or contract with respect to the purchase or voting of shares of its shares, or adjust, split, reacquire, redeem, combine or reclassify any of its securities, or make any other changes in its capital structure; (i) except in the ordinary course of business, incur (contingently or otherwise) any material liability or other material obligation including, without limitation, any indebtedness for borrowed money, enter into any guarantee of any such obligation of another person or mortgage, pledge or subject to any lien, charge or other encumbrance of their assets, properties or business, or (ii) make any loans, advances or capital contributions to, or investments in, any other person other than advances to employees, for reasonable expenses, related to Company business, in the ordinary course of business; (d) enter into any transaction, commitment, contract, agreement, license or lease, amend or affirmatively renew any such contracts, commitments, licenses or leases other than those that are (i) not be unreasonably withheld material or conditioned (ii) in each case from the point ordinary course of view business and do not involve affiliates of the operations Company; (e) sell or otherwise dispose of Parent and or lease any material part of its Subsidiariesproperties or assets, taken as a wholeincluding but not limited to the sale or license of any real estate or Intellectual Property, or purchase or otherwise acquire or lease material properties or assets (including real estate), except purchases, sales and other dispositions in the Company shall respond ordinary course of business (excluding sales or other dispositions of assets held for sale in excess of $100,000 per item), or acquire or agree to acquire by merging or consolidating with, or by purchasing all, or substantially all, of the assets of, or by any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof; (A) (If) declare, set aside or pay any dividends on, or make any other distributions in respect of, its outstanding shares; (i) (A) make any change, other than in the ordinary course of business, in the compensation payable or to become payable to any of its capital stock employees, agents or consultants or (IIB) split, combine make any change in the compensation payable or reclassify to become payable to any of its capital stock officers or issue directors, (ii) enter into or authorize the issuance amend any employment, consulting, severance, termination or similar agreement; (iii) adopt any new Plan or amend any existing Plan; (iv) make any loans to any of its officers, directors, employees, agents or consultants or any changes in its existing borrowing or lending arrangements for or on behalf of any other securities in respect ofof such persons, in lieu of whether contingent on the Closing or in substitution for shares of its capital stockotherwise; or (v) except to the extent permitted by Section 2.2 hereof, take any action to cause to be exercisable any otherwise unexercisable Company Stock Option under the Company Stock Option Plans; (Bh) issue, deliver, grant, sell, pledge, dispose of make any material changes in the type or otherwise encumber any amount of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock, or any Parent Voting Debt (other than (I) the issuance of shares of Parent Common Stock upon the exercise of options or other stock awards outstanding on the date of this Agreement, or (II) pursuant to existing Parent Stock Plans in accordance with their current terms and past practice)insurance coverages; (Ci) amend Parent’s certificate make any material tax election (unless required by law) or settle or compromise any material income tax liability of incorporation the Company, except if such action is taken in the ordinary course of business and ▇▇▇▇▇▇ shall have been provided reasonable prior notice thereof. The Company shall consult with ▇▇▇▇▇▇ before filing or bylaws causing to be filed any material Tax Return of the Company or amend Merger Sub’s certificate before executing or causing to be executed any agreement or waiver extending the period for assessment or collection of formation or limited liability company agreementany material Taxes of the Company; (Dj) directly cancel any debts or indirectlywaive, (I) enter into release or relinquish any transaction, material contract rights or other material rights other than in the Merger, ordinary course of business; (k) knowingly take or agree or commit to take any action that would require approval result in any of the stockholders of Parent under applicable Law Company's representations or stock exchange ruleswarranties hereunder qualified as to materiality being untrue and any such representations and warranties that are not so qualified being untrue in any material respect; or (IIl) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination withmake, or purchase of more than 20% of the equity securities or consolidated total assets of commit to make, any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value capital expenditure in excess of $50 million individually (provided100,000 including, howeverwithout limitation, that for the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 purchase of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement; (E) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoing; (F) enter into any new collective bargaining agreement involving unions in more than one state; (G) change any accounting principle used by it, except as required by applicable Law or GAAP; or (H) authorize any of, or commit or agree to take any of, the foregoing actionsreal estate.

Ordinary Course. During the period from the date of this Agreement to the Effective Time (except as otherwise expressly provided or permitted by the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure Letter), Parent and each of its Subsidiaries shall carry on conduct their respective businesses in only in, and shall not take any action except in, the usual, regular and ordinary course in substantially the same manner as conducted at the date of this Agreement, and, to the extent consistent therewith, use their reasonable best 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 Parent and its Subsidiaries, in each case consistent with past practice. Without limiting the generality of the foregoing Parent 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 and to comply in all material respects with all laws and orders of all Governmental or Regulatory Authorities applicable to them. Notwithstanding the foregoing, and Parent shall not, nor shall it permit any of its Subsidiaries to, except as otherwise expressly provided or permitted by for in this Agreement or set forth in Section 6.1(b)(i) of the Parent Disclosure Letter, prior to the Effective Time Parent and its Subsidiaries shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld or conditioned (in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):Agreement: (A) amend or propose to amend Parent's certificate or articles of incorporation or bylaws (Ior other comparable charter documents); (B) settle any shareholder or derivative or class action claims arising out of or in connection with any of the transactions contemplated hereby; (C) (w) declare, set aside or pay any dividends on, on or make any other distributions in respect of, of any of its capital stock or stock, except that Parent may continue the declaration and payment of regular quarterly cash dividends, in each case with usual record and payment dates for such dividends in accordance with past dividend practice, (IIx) 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; , (By) issueadopt a plan of complete or partial liquidation or resolutions providing for or authorizing such liquidation or a dissolution, delivermerger, grantconsolidation, sellrestructuring, pledgerecapitalization or other reorganization or (z) directly or indirectly redeem, dispose of repurchase or otherwise encumber acquire any shares of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock, or any Parent Voting Debt (other than (I) the issuance of shares of Parent Common Stock upon the exercise of options or other stock awards outstanding on the date of this Agreement, or (II) pursuant to existing Parent Stock Plans in accordance with their current terms and past practice); (C) amend Parent’s certificate of incorporation or bylaws or amend Merger Sub’s certificate of formation or limited liability company agreementshares; (D) directly acquire (by merging or indirectly, (I) enter into any transaction, other than the Merger, that would require approval of the stockholders of Parent under applicable Law or stock exchange rules; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination consolidating with, or purchase of more than 20% by purchasing a substantial equity interest in or a substantial portion of the equity securities assets of, or consolidated total 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 assets of any asset-based trucking company located other than in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all ordinary course of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreementbusiness consistent with past practice; (E) recapitalizeother than dispositions in the ordinary course of its business consistent with past practice, reorganize sell, lease, grant any security interest in or completely otherwise dispose of or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing encumber any of the foregoingits assets or properties; (F) enter into except to the extent required by applicable law, make or rescind any new collective bargaining agreement involving unions material Tax election (unless required by law or necessary to preserve Parent's status as a REIT or the status of any of its Subsidiaries as a "qualified REIT subsidiary" under Section 856(i) of the Code, as the case may be), or settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes or materially change any method of reporting income or deductions for federal income tax purposes from those employed in more than one statethe preparation of its federal income tax return for the most recent completed taxable year except as may be required by the SEC, applicable law or GAAP; (G) change enter into any accounting principle used by itContract or amend or modify any existing Contract, except as required by applicable Law or GAAPengage 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 Parent or any of its Subsidiaries or any of such affiliate's Subsidiaries; or (H) authorize enter into any ofContract, commitment or commit arrangement to do or agree to take engage in any of, of the foregoing actionsforegoing.

Ordinary Course. During the period from the date of this Agreement to the Effective Time of the Merger (except as otherwise expressly provided or permitted specifically required by the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure LetterAgreement), Parent the Company shall and shall cause its Subsidiaries shall subsidiaries to carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted at the date of this Agreement, and, to the extent consistent therewith, use their all reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, Governmental Entities, suppliers, insurers, licensors, licensees, distributors and others having business dealings with Parent and its Subsidiariesthem, in each case consistent with past practice, to the end that their goodwill and ongoing businesses shall be unimpaired to the fullest extent reasonably possible at the Effective Time of the Merger. Without limiting the generality of the foregoing, and except as otherwise expressly provided or permitted by this Agreement or set forth in Section 6.1(b)(i) of this Agreement, during such period, the Parent Disclosure Letter, prior to the Effective Time Parent and its Subsidiaries Company shall not, without the prior written consent of the Company (which consent and shall not be unreasonably withheld or conditioned permit any of its subsidiaries to: (in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(bi) in a reasonably timely fashion): (A) (I) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock stock, other than dividends and distributions by any direct or indirect wholly owned subsidiary of the Company to the Company or a wholly-owned subsidiary of the Company, (IIB) 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; stock or (BC) issuepurchase, deliver, grant, sell, pledge, dispose of redeem or otherwise encumber acquire any shares of capital stock of the Company or any of its capital stock subsidiaries or any other securities convertible into, thereof or any rights, warrants or options to acquire, acquire any such shares or other securities; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any Parent Voting Debt (other than (I) securities convertible into any such shares; or issue, deliver, sell or grant any rights, warrants or options to acquire any such shares, voting securities or convertible securities; or issue, deliver, sell or grant any stock appreciation rights, phantom stock or similar rights or enter into A-18 24 any agreement to do any of the foregoing, except for the issuance of shares of Parent Common Stock Shares upon the exercise of Option Plan options or other stock awards the Class B Warrants, or the conversion of the Convertible Debt, all as outstanding on the date of this Agreement, or (II) pursuant to existing Parent Stock Plans Agreement in accordance with their current terms and past practice); terms; (Ciii) amend Parent’s certificate its Certificate of incorporation Incorporation, By-laws or bylaws other comparable charter or amend Merger Sub’s certificate organizational document; (iv) acquire or agree to acquire (A) by merging or consolidating with, or by purchasing a substantial portion of formation the stock or assets of, or by any other manner, any business or any corporation, partnership, association, joint venture, limited liability company agreement; or other entity or division thereof or (DB) directly any assets that would be material, individually or indirectlyin 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; (Iv) enter into sell, lease, mortgage, pledge, gran▇ ▇ ▇▇▇▇ ▇▇ or otherwise encumber or otherwise dispose of any transactionof its properties or assets, except sales of inventory in the ordinary course of business consistent with past practice; (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, 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 or expenditures not set forth in the Company's capital budget for fiscal 1995, or in an amount in excess of that set forth for any such item in such capital budgets (a true and correct copy of which budget has been previously furnished to Parent), except for capital expenditures not in excess of $50,000 as to any single item and $100,000 in the aggregate; (viii) make any election relating to Taxes or settle or compromise any Tax liability; (ix) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the Mergerpayment, that would require approval 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 stockholders Company included in the SEC Documents or incurred in the ordinary course of Parent under applicable Law or stock exchange rulesbusiness consistent with past practice; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination withwaive the benefits of, or purchase of more than 20% of the equity securities agree to modify in any manner, any confidentiality, standstill or consolidated total assets of any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions similar agreement to which the HSR Act does not apply) Company or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and subsidiaries is a party; (xi) terminate or amend in any material respect any contract or agreement material to consummate the Merger or Company; (yxii) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement; (E) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoing; such a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (Fxiii) except as expressly permitted by this Agreement, enter into any new collective bargaining agreement involving unions or any successor collective bargaining agreement to any collective bargaining agreement disclosed in more than one state; Section 3.1(u) of the Disclosure Schedule; (Gxiv) change any material accounting principle used by it, except insofar as any such change is required by applicable Law generally accepted accounting principles or GAAPby the rules and regulations of the SEC; or (Hxv) 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 A-19 25 settlement or compromise does not exceed $10,000, or (B) in consultation and cooperation with Parent, and, with respect to any such settlement, with the prior written consent of Parent; (xvi) authorize any of, or commit or agree to take any of, the foregoing actions; or (xvii) excluding inventory purchased for resale in the ordinary course of business, the company will not enter into any contracts or other material business obligations or commitments in excess of $100,000, or for a term longer than one year.

Ordinary Course. During The Parties agree that the period from following measures and transactions are considered to be outside the date ordinary course of this Agreement business and the Seller shall require the consent of the Purchaser for such measures or transactions: (a) conclude, agree on or renew any agreements with regard to any sale or purchase, disposal, encumbrance or other transaction with regard to the Effective Time (Transferred Assets except as otherwise expressly provided or permitted by the terms of for transactions set out in this Agreement or as set forth transactions which are within the ordinary course of business or transactions which are necessary for the Seller to comply with his mandatory obligations pursuant to InsO provided that in Section 6.1(b) this case the Seller shall inform the Purchaser of the Parent Disclosure Letter), Parent and its Subsidiaries shall carry on their businesses contemplated transaction in the usual, regular and ordinary course in substantially the same manner as conducted at the date of this Agreement, and, advance; (b) amend or terminate any Transferred Contracts; (c) to the extent consistent therewiththat Seller is requested to exercise its statutory option rights according to section 103 et. seq. InsO between the Signing Date and the Closing Date as regards contracts other than Transferred Contracts, use their reasonable best efforts the Seller shall inform the Purchaser about this in accordance with Section 6.2(b)(iii) and shall only exercise such option right after prior consultation with the Purchaser and in accordance with the Purchaser’s instructions if and to preserve intact their current business organizationsthe extent possible under applicable laws; (d) grant any increase in wages, keep available the services salaries or bonuses of their current officers and employees and preserve their relationships with customersany Transferred Ibeo Employee, suppliers, licensors, licensees, distributors and others having business dealings with Parent and its Subsidiaries, except as (i) required by applicable law or (ii) provided for in each case consistent with past practice. Without limiting the generality existing (individual and/or collective) employment agreements as of the foregoing, and except as otherwise expressly provided or permitted by this Agreement or set forth in Section 6.1(b)(idate hereof; (e) the increase of the Parent Disclosure Letter, prior to the Effective Time Parent and its Subsidiaries shall not, without the prior written consent number of the Company Transferred Ibeo Employees or the termination of any agreement with Transferred Ibeo Employees (which consent shall not be unreasonably withheld or conditioned (in each case from except for cause on the point of view part of the operations employee and as the case may be as provided for under this Agreement); (f) the entering into of Parent and its Subsidiaries, taken as a wholeany employment agreement (especially with managing directors), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion): (A) (I) declareentering into, set aside and amendment or pay any dividends on, or make any other distributions in respect of, any of its capital stock or (II) split, combine or reclassify any of its capital stock or issue or authorize the issuance termination of any other securities in respect of, in lieu collective bargaining agreement or workers’ council agreement or reconciliation of interests or in substitution for shares of its capital stocksocial plans; (B) issue, deliver, grant, sell, pledge, dispose of or otherwise encumber any of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock, or any Parent Voting Debt (other than (Ig) the issuance of shares of Parent Common Stock upon the exercise of options or other stock awards outstanding on the date of this Agreement, or (II) pursuant to existing Parent Stock Plans in accordance with their current terms and past practice); (C) amend Parententering into transactions not being at arm’s certificate of incorporation or bylaws or amend Merger Sub’s certificate of formation or limited liability company agreement; (D) directly or indirectly, (I) enter into any transaction, other than the Merger, that would require approval of the stockholders of Parent under applicable Law or stock exchange rules; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination with, or purchase of more than 20% of the equity securities or consolidated total assets of any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement; (E) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoing; (F) enter into any new collective bargaining agreement involving unions in more than one state; (G) change any accounting principle used by it, except as required by applicable Law or GAAP; or (H) authorize any of, or commit or agree to take any of, the foregoing actionslength.

Ordinary Course. During the period from the date of this Agreement to the Effective Time (except as otherwise expressly provided or permitted specifically contemplated by the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure LetterAgreement), Parent and its Subsidiaries the Company shall carry on their its businesses in the usual, regular and ordinary course in substantially the same manner as conducted at the date hereof, which are being undertaken in the ordinary course of this Agreementbusiness, and, to the extent consistent therewith, use their all reasonable best efforts to preserve intact their its current business organizations, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with Parent and its Subsidiariesthe 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 Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly provided or permitted contemplated by this Agreement or set forth in Section 6.1(b)(i) of the Parent Disclosure LetterAgreement, prior to the Effective Time Parent and its Subsidiaries the Company shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld or conditioned (in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):Sub: (Ai) (IA) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock or stock, (IIB) 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 stockstock or (C) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (Bii) issue, deliver, grant, sell, pledge, dispose of or otherwise encumber any of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock, or any Parent Voting Debt stock (other than (I) the issuance of shares of Parent Common Stock Company Shares upon the exercise of options or other stock awards outstanding on the date of this Agreement, or Agreement (IIas identified and described in Section 3.1(c)) pursuant to existing Parent Stock Plans in accordance with their current terms and past practiceterms); (Ciii) amend Parent’s certificate the Company Charter Documents; (iv) acquire or agree to acquire (A) by merging or consolidating with, or by purchasing a substantial portion of incorporation the stock, or bylaws other ownership interests in, or amend Merger Sub’s certificate of formation assets of, or by any other manner, any business or any corporation, partnership, association, joint venture, limited liability company agreementor other entity or division thereof or (B) any assets that would be material, individually or in the aggregate, to the Company, except purchases of supplies and inventory in the ordinary course of business consistent with past practice; (Dv) directly sell, lease, mortgage, pledge, ▇▇▇▇▇ ▇ ▇▇▇▇ on or indirectlyotherwise encumber or dispose of any of its properties or assets, except (IA) in the ordinary course of business consistent with past practice and (B) other transactions involving not in excess of $100,000 in the aggregate; (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, guarantee any debt securities of another person, enter into any transaction"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, (2) borrowings to fund the payments required by Section 5.9 and (3) indebtedness incurred to refund, refinance or replace indebtedness for borrowed money outstanding 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 any capital expenditure (including expenditures for oil and gas exploration and development), except in the ordinary course of business and, in the case of any single expenditure in excess of $200,000 and any expenditures in the aggregate in excess of $500,000, as previously disclosed in writing to Parent; (viii) make any material election relating to Taxes or settle or compromise any material Tax liability; (ix) take any extraordinary action that causes the Company's net operating loss carryforwards to be reduced; (x) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the Mergerpayment, that would require approval discharge or satisfaction, in the ordinary course of the stockholders business consistent with past practice or in accordance with their terms of Parent under applicable Law liabilities reflected or stock exchange rules; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination withreserved against in, or purchase of more than 20% of contemplated by, the equity securities or consolidated total assets of any asset-based trucking company located in Company Balance Sheet; (xi) waive the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations withbenefits of, or purchases of more than 20% of the equity securities agree to modify in any manner, any confidentiality, standstill or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions similar agreement to which the HSR Act does not apply) or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementCompany is a party; (Exii) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoingsuch a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (Fxiii) enter into any new collective bargaining agreement involving unions in more than one stateagreement; (Gxiv) change any accounting principle used by it, except as required by applicable Law regulations promulgated by the SEC or GAAPthe Financial Accounting Standards Board; (xv) 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 Parent, and, with respect to any such settlement, with the prior written consent of Parent; (xvi) (A) enter into any new, or amend any existing, severance agreement or arrangement, deferred compensation arrangement or employment agreement with any officer, director or employee, except that, the Company may hire additional employees to the extent deemed by its management to be in the best 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 or to maintain the tax qualified status of such plans under the Code) or (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 payments consistent with past practices) or (D) grant any stock options or stock awards; or (Hxvii) authorize any of, or commit or agree to take any of, the foregoing 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 Closing Date (except for transactions to which Purchaser or its affiliates are a party or as otherwise expressly provided or permitted specifically contemplated by the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure LetterAgreement), Parent the Company shall and shall cause its Subsidiaries shall to carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted at the date of this Agreement, and, to the extent consistent therewith, use their commercially reasonable best 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 Parent and its Subsidiariesthem, 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 provided or permitted contemplated by this Agreement or set forth in Section 6.1(b)(i) of and the Parent Disclosure LetterSchedules hereto, prior to the Effective Time Parent and its Subsidiaries Company shall not, without the prior written consent of the Company (which consent and shall not be unreasonably withheld or conditioned (in each case from the point permit any of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):Subsidiaries to: (Ai) (IA) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock stock, other than dividends and distributions by any direct or indirect wholly owned Subsidiary of the Company to the Company or a wholly owned Subsidiary of the Company, (IIB) 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 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 the exercise of outstanding stock options and warrants and satisfaction of withholding obligations under outstanding stock options and restricted stock; (Bii) issue, deliver, grant, sell, pledge, dispose of pledge or otherwise encumber any shares of its capital stock stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such capital stockshares, voting securities or any Parent Voting Debt (convertible securities other than (I) than, in the case of the Company, the issuance of shares of Parent Common Stock upon the exercise of stock options or other stock awards and warrants outstanding on the date of this Agreement, or (II) pursuant to existing Parent Stock Plans Agreement in accordance with their current terms and past practice)terms; (Ciii) amend Parent’s certificate its Articles of incorporation Incorporation, By-laws or bylaws other comparable charter or amend Merger Sub’s certificate of formation or limited liability company agreementorganizational document; (Div) directly acquire or indirectlyagree to acquire (A) by merging or consolidating with, (I) enter into any transaction, other than the Merger, that would require approval or by purchasing a substantial portion of the stockholders of Parent under applicable Law stock or stock exchange rules; (II) enter into an agreementassets of, or by any other than this Agreementmanner, relating to (x) any acquisitionbusiness or any corporation, mergerpartnership, consolidationassociation, joint venture, tender offer, share exchange, business combination with, limited liability company or purchase of more than 20% of the equity securities other entity or consolidated total assets of any asset-based trucking company located in the United States division thereof or (yB) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total any assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determinedthat, in each case, would be material, individually or in the aggregate, to the Company 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 Lien on or otherwise encumb▇▇ ▇▇ ▇▇▇▇▇▇e 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 $250,000 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 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, 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 the Company and its Subsidiaries taken as a whole, other than to the Company or any direct or indirect wholly owned Subsidiary of the Company; (vii) make or incur any new capital expenditure (other than purchases in the ordinary course of business), which, singly or in the aggregate with all other 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 Section 801.10 their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) of the regulations adopted under Company included in the HSR Act); Commission Documents or (III) enter into any other transaction or take any other action that would reasonably be expected to incurred in the ordinary course of business consistent with past practice; (x) adversely affect Parent’s ability waive the benefits of, or agree to use available funds modify in any manner, any confidentiality, standstill or similar agreement to perform all which the Company or any of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementSubsidiaries is a party; (Exi) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoingsuch a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (Fxii) enter into any new collective bargaining agreement involving unions in more than one stateagreement; (Gxiii) change any material accounting principle used by it, except as required by applicable Law regulations promulgated by the Commission or GAAPas mandated by AICPA 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 the Purchaser, and, with respect to any such settlement, with the prior written consent of the Purchaser, which shall not be unreasonably withheld or delayed; (xv) except for those contracts and agreements entered into in the ordinary course of business with the consent of the Purchaser, which consent shall not be unreasonably withheld or delayed, enter into any joint venture or partnership contract or agreement; or (Hxvi) 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 Closing Date (except as otherwise expressly provided or permitted specifically contemplated by the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure LetterAgreement), Parent the Company shall, and its Subsidiaries Sellers shall cause the Company to, carry on their its businesses in the usual, regular and ordinary course in substantially the same manner as conducted at the date of this Agreementhereof, and, to the extent consistent therewith, use their all reasonable best efforts to preserve intact their its current business organizationsorganization, keep available the services of their its current officers and employees and preserve their its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with Parent and its Subsidiariesthe 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 provided or permitted contemplated by this Agreement or set forth in Section 6.1(b)(i) of the Parent Disclosure LetterAgreement, prior to the Effective Time Parent Closing Date the Company will not, and its Subsidiaries shall Sellers will not, without the prior written consent of Buyer, permit or allow the Company (which consent shall not be unreasonably withheld or conditioned (in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):to: (Ai) (IA) declare, set aside or pay any dividends on, or make any other distributions (other than distributions to the Sellers for amounts not exceeding their respective U.S. federal income tax liabilities) in respect of, any of its capital stock or stock, (IIB) 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 stockstock or (C) purchase, redeem or otherwise acquire any shares of capital stock of the Company or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (Bii) issue, deliver, grant, sell, pledge, dispose of or otherwise encumber any of its capital stock or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock; (iii) amend the Company Charter Documents; (iv) acquire or agree to acquire (A) by merging or consolidating with, or any Parent Voting Debt (other than (I) by purchasing a substantial portion of the issuance of shares of Parent Common Stock upon the exercise of options stock, or other stock awards ownership interests in, or assets of, or by any other 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, except purchases of supplies and inventory in the ordinary course of business consistent with past practice; (v) sell, lease, mortgage, pledge, grant a Lien on or otherwise encumber or dispose of a▇▇ ▇▇ ▇▇▇ ▇▇▇perties or assets, except (A) in the ordinary course of business consistent with past practice or (B) other transactions involving not in excess of $100,000.00 in the aggregate; (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, 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 outstanding on the date of this Agreementhereof, or (IIB) pursuant 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 $400,000.00; (viii) make any material election relating to existing Parent Stock Plans 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 current terms and past practice)of liabilities reflected or reserved against in, or contemplated by, the Company Balance Sheet; (Cx) amend Parent’s certificate of incorporation waive the benefits of, or bylaws agree to modify in any manner, any confidentiality, standstill or amend Merger Sub’s certificate of formation or limited liability company agreementsimilar agreement to which the Company is a party; (Dxi) directly or indirectly, (I) enter into any transaction, other than the Merger, that would require approval of the stockholders of Parent under applicable Law or stock exchange rules; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination with, or purchase of more than 20% of the equity securities or consolidated total assets of any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement; (E) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoingsuch a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (Fxii) enter into any new collective bargaining agreement involving unions in more than one stateagreement; (Gxiii) change any accounting principle used by it, except as for changes conforming to regulations promulgated by the Financial Accounting Standards Board; (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 $50,000.00, or (B) in consultation and cooperation with Buyer, and, with respect to any such settlement, with the prior written consent of Buyer; (xv) (A) enter into any new, or amend any existing, severance agreement or arrangement, deferred compensation arrangement or employment agreement with any officer, director or employee, except that, the Company may hire additional employees to the extent deemed by its management to be in the best 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 applicable Law law or GAAPto maintain the tax qualified status of such plans under the Code); (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 payments consistent with past practices); or (D) grant any stock options or stock awards; or (Hxvi) 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 expressly provided or permitted specifically required by the terms of this Agreement or as set forth in Section 6.1(b) of Agreement), the Parent Disclosure Letter), Parent shall and shall cause its Subsidiaries shall subsidiaries to carry on their its respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted at the date of this Agreement, and, to the extent consistent therewith, use their all reasonable best efforts to preserve intact their current business organizations, keep available the services of their current officers and employees and preserve their relationships with customers, Governmental Entities, suppliers, insurers, licensors, licensees, distributors and others having business dealings with Parent and its Subsidiariesthem, in each case consistent with past practice, to the end that their goodwill and ongoing businesses shall be unimpaired to the fullest extent reasonably possible at the Effective Time of the Merger. Without limiting the generality of the foregoing, and except as otherwise expressly provided or permitted by this Agreement or set forth in Section 6.1(b)(i) of this Agreement, during such period, the Parent Disclosure Letter, prior to the Effective Time Parent and its Subsidiaries shall not, without the prior written consent of the Company (which consent and shall not be unreasonably withheld or conditioned (in each case from the point permit any of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):subsidiaries to: (Ai) (IA) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its their capital stock or stock, (IIB) split, combine or reclassify any of its their 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; (B) issue, deliver, grant, sell, pledge, dispose of or otherwise encumber any of its their capital stock or (C) purchase, redeem or otherwise acquire any shares of capital stock of the Parties or any of their subsidiaries or any other securities convertible into, thereof or any rights, warrants or options to acquire, acquire any such shares or other securities; (ii) issue, deliver, sell, pledge or otherwise encumber any shares of their capital stock, any other voting securities or any Parent Voting Debt (other than (I) securities convertible into any such shares; or issue, deliver, sell or grant any rights, warrants or options to acquire any such shares, voting securities or convertible securities; or issue, deliver, sell or grant any stock appreciation rights, phantom stock or similar rights or enter into any agreement to do any of the foregoing, except for the issuance of shares of Parent Common Stock Shares upon the exercise of options the Parent Options or other stock awards the Parent Warrants, all as outstanding on the date of this Agreement, or (II) pursuant to existing Parent Stock Plans Agreement in accordance with their current terms and past practice)terms; (Ciii) amend Parent’s certificate their Certificates or Articles of incorporation Incorporation, By-laws or bylaws other comparable charter or amend Merger Sub’s certificate organizational document; (iv) acquire or agree to acquire (A) by merging or consolidating with, or by purchasing a substantial portion of formation the stock or assets of, or by any other manner, any business or any corporation, partnership, association, joint venture, limited liability company agreementor other entity or division thereof or (B) any assets that would be material, individually or in the aggregate, to the Parent and its subsidiaries taken as a whole, except purchases of supplies and inventory in the ordinary course of business consistent with past practice; (Dv) directly sell, lease, mortgage, pledge, ▇▇▇▇▇ ▇ ▇▇▇▇ on or indirectlyotherwise encumber or otherwise dispose of any of their properties or assets, except sales of inventory in the ordinary course of business consistent with past practice; (Ivi) enter into (A) incur any transactionindebtedness 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 Parties or any of their subsidiaries, guarantee any debt securities of another person, 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 or expenditures not set forth in the Parent's capital budget for fiscal 1998, or in an amount in excess of that set forth for any such item in such capital budgets (a true and correct copy of which budget has been previously furnished to the other Parties), except for capital expenditures not in excess of $5,000 as to any single item and $10,000 in the aggregate; (viii) make any election relating to Taxes or settle or compromise any Tax liability; (ix) pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the Mergerpayment, that would require approval 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 stockholders Parent or incurred in the ordinary course of Parent under applicable Law or stock exchange rules; (II) enter into an agreement, other than this Agreement, relating to business consistent with past practice; (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination withwaive the benefits of, or purchase of more than 20% of the equity securities agree to modify in any manner, any confidentiality, standstill or consolidated total assets of any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions similar agreement to which the HSR Act does not apply) Parent or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreementsubsidiaries is a party; (Exi) recapitalize, reorganize terminate or completely amend in any material respect any contract or partially liquidate Parent or agreement material to the Parent; (xii) adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoingsuch a liquidation or a dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (Fxiii) except as expressly permitted by this Agreement, enter into any new collective bargaining agreement involving unions or any successor collective bargaining agreement to any collective bargaining agreement disclosed in more than one stateSection 4.2(t) of the Disclosure Schedule; (Gxiv) change any material accounting principle used by itthe Parent, except insofar as any such change is required by applicable Law generally accepted accounting principles or GAAP; orby the rules and regulations of the SEC; (Hxv) 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 $10,000, or (B) in consultation and cooperation with the Company, and, with respect to any such settlement, with the prior written consent of the Company; (xvi) authorize any of, or commit or agree to take any of, the foregoing actions; or (xvii) excluding inventory purchased for resale in the ordinary course of business, the Parent will not enter into any contracts or other material business obligations or commitments in excess of $10,000, or for a term longer than one year.

Ordinary Course. During the period from the date of this Agreement to the Effective Time (except as otherwise expressly provided or permitted by the terms of this Agreement or as set forth in Section 6.1(b) of the Parent Disclosure Letter)VCAM shall, Parent and shall cause its Subsidiaries shall to, carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted at the date of this Agreement, and, to the extent consistent therewith, and use their its commercially reasonable best efforts to preserve intact their current business organizations, retain and keep available the services of their current officers and employees and preserve their relationships with customers, suppliers, contractors, distributors, licensors, licensees, distributors licensees and others having business dealings with Parent them to the end that their goodwill and its Subsidiaries, ongoing businesses shall not be impaired in each case consistent any material respect at the Closing Date (it being understood and agreed by ADP and VCAM that this Section 4.2(b) is a material covenant and ADP is relying on VCAM's compliance with past practicethe provisions of this covenant between the date hereof and the Closing Date for purposes of Section 6.2(b) hereof). Without limiting the generality of the foregoing, and except as otherwise expressly provided or permitted required by this Agreement or set forth in Section 6.1(b)(i) law, neither VCAM nor any of the Parent Disclosure Letter, prior to the Effective Time Parent and its Subsidiaries shall not, without the prior written consent of the Company (which consent shall not be unreasonably withheld or conditioned (in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):shall: (Ai) (Ix) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock (except dividends and distributions by a direct or indirect wholly owned Subsidiary of VCAM to its parent), (IIy) 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 stockstock or (z) purchase, redeem or otherwise acquire any shares of capital stock of VCAM or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (Bii) authorize for issuance, issue, deliver, grantsell or agree or commit to issue, sellsell or deliver (whether through the issuance or granting of options, pledgewarrants, dispose of commitments, subscriptions, rights to purchase or otherwise), pledge or otherwise encumber any shares of its capital stock 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 capital stockshares, voting securities or convertible securities or any Parent Voting Debt other securities or equity equivalents (including without limitation stock appreciation rights) (other than (Ix) the issuance of shares of Parent Common Stock issuances upon the exercise of stock options or other stock awards warrants outstanding on the date hereof and listed in Section 3.1(c) of this Agreement, or the VCAM Disclosure Schedule and (IIy) pursuant issuances of up to existing Parent 70,000 options to acquire shares of VCAM Common Stock Plans at the then-current market price for VCAM Common Stock as of the time of the grant of any such options in accordance with their current the terms of The Vincam Group, Inc. 1996 Long Term Incentive Plan or The Vincam Group, Inc. 1998 Long Term Incentive Plan; (iii) except as set forth on Section 4.2(b)(iii) of the VCAM Disclosure Schedule and with respect to annual bonuses made in the ordinary course of business consistent with past practice, adopt or amend 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 any director, officer or employee of VCAM or any of its Subsidiaries or increase in any manner the compensation or fringe benefits of any director, officer or employee of VCAM 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 VCAM or any of its Subsidiaries (in each case, except with respect to employees (other than directors or officers) in the ordinary course of business consistent with past practice); (Civ) amend Parent’s its certificate of incorporation incorporation, by-laws or bylaws equivalent organizational documents or amend Merger Sub’s certificate alter through merger, liquidation, reorganiza tion, restructuring or in any other fashion the corporate structure or ownership of formation or limited liability company agreementany Subsidiary of VCAM; (Dv) directly except as set forth on Section 4.2(b)(v) of the VCAM Disclosure Schedule, sell, lease, license, mortgage or indirectlyotherwise 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; (Ivi) except as set forth on Section 4.2(b)(vi) of the VCAM Disclosure Schedule and except for borrowings under credit facilities or other agreements filed as exhibits to the VCAM SEC Documents, incur any Debt, issue or sell any debt securities or warrants or other rights to acquire any debt securities of VCAM or any of its Subsidiaries, guarantee any debt securities of another person, enter into any transaction"keep well" or other agreement to maintain any financial statement condition of another Person, or make any loans, advances or capital contributions to, or investments in, any other Person, other than the Merger, that would require approval to VCAM or any direct or indirect wholly owned Subsidiary of the stockholders of Parent under applicable Law or stock exchange rules; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination with, or purchase of more than 20% of the equity securities or consolidated total assets of any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this AgreementVCAM; (E) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoing; (F) enter into any new collective bargaining agreement involving unions in more than one state; (Gvii) change any accounting principle used by it, except as unless required by applicable Law the SEC or GAAP; orthe Financial Accounting Standards Board; (Hviii) authorize enter into any oftransaction or series of transactions with any Affiliate of VCAM (other than a wholly owned Subsidiary of VCAM) 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 VCAM or such Subsidiary as would be obtainable by VCAM or such Subsidiary at the time of such transaction with a Person that is not an Affiliate of VCAM; and (ix) enter into or amend, modify, supplement or commit waive any material provision of any contract, agreement or agree to take arrangement with any ofclient or potential client if, in the aggregate, the foregoing actionsterms of such contracts, agreements or arrangements as entered into or so amended, modified, supplemented or waived differ in any materially adverse respects from the terms set forth in the forms of client contracts attached to Section 4.2(b)(ix) of the VCAM Disclosure Schedule or would not otherwise be in the ordinary course of VCAM's business.

Ordinary Course. During the period The Company covenants and agrees as to itself and its Subsidiaries that, from the date of this Agreement to until the earlier of the Effective Time (and termination of this Agreement, except as otherwise expressly provided or specifically permitted by the terms any other provision of this Agreement (or as set forth in Section 6.1(b) 5.1 of the Parent Company Disclosure Letter) or required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any of its Subsidiaries or except with Parent's prior written approval (not to be unreasonably withheld, conditioned or delayed), Parent the business of it and its Subsidiaries shall carry on their businesses be conducted in the usual, regular ordinary and ordinary usual course in substantially consistent with the same manner as conducted at the date of this Agreement, Company's past practice and, to the extent consistent therewith, the Company and its Subsidiaries shall use their reasonable best efforts to (i) preserve intact their current business organizationsassets, (ii) keep available the services of their current officers and officers, key employees and consultants of the Company and each of its Subsidiaries, (iii) preserve their relationships the Company's business organization intact and maintain its existing relations and goodwill with customers, suppliers, licensorsdistributors, licenseescreditors, distributors lessors, clinical trial investigators or managers of its clinical trials and others having business dealings (iv) comply in all material respects with Parent and its Subsidiaries, in each case consistent with past practiceall applicable Laws. Without limiting the generality of the foregoing, and as an extension thereof, except as otherwise expressly provided or specifically permitted by any other provision of this Agreement (or as set forth in Section 6.1(b)(i) 5.1 of the Parent Company Disclosure Letter, prior ) or required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Effective Time Parent and Company, or the terms of any Contract binding upon the Company or any of its Subsidiaries Subsidiaries, the compliance with which shall not cause the Company to be in material non-compliance with this Section 5.1, the Company shall not, and shall not permit any of its Subsidiaries to, from the date of this Agreement until the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Company Parent (which consent shall not to be unreasonably withheld withheld, conditioned or conditioned (in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashiondelayed): (Aa) (I) declare, set aside amend or pay any dividends on, propose to amend the certificate of incorporation or make any bylaws or other distributions in respect of, comparable governing instruments of the Company or any of its capital stock or (II) 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 stockSignificant Subsidiaries; (Bb) issue, deliver, grant, sell, pledge, dispose of, grant, transfer or encumber or authorize the issuance, sale, pledge, disposition, grant, transfer or encumbrance of any shares of, or otherwise encumber securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, or based on the value of, any shares of its capital stock of any class or any securities convertible intoEquity Interest, voting debt of the Company or any rightsof its Subsidiaries, warrants or options to acquire, any such capital stock, or any Parent Voting Debt (other than (I) the issuance of shares of Parent Common Stock upon the exercise of options or other stock awards Company Convertible Preferred Stock, outstanding on as of the date of this Agreementhereof, or (II) pursuant to existing Parent Stock Plans in accordance with their current its terms, or the exercise of Options or the settlement of DSUs or RSUs or MIP, outstanding as of the date hereof, in each case in accordance with the terms of the applicable Company Stock Plan and past practice)related award agreements; (Cc) amend Parent’s certificate of incorporation or bylaws or amend Merger Sub’s certificate of formation or limited liability company agreement; (D) directly or indirectly, (I) enter into any transaction, other than pursuant to cash management or investment portfolio activities in the Mergerordinary course of business, that would require approval of the stockholders of Parent under applicable Law or stock exchange rules; acquire (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, including by merger, consolidation, joint ventureor acquisition of stock or assets or Intellectual Property or any other business combination) any ownership interest in any corporation, tender offerpartnership, share exchange, other business combination with, organization or purchase of more than 20% of the equity securities any division thereof or consolidated total any assets of or interest in any asset-based trucking company located in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of from any other Person for a transaction value consideration valued in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 200 million in the aggregate (determined, in each case, with the valuation of any contingent consideration being determined in accordance with Section 801.10 of the regulations adopted valuation methodology used by the Company in connection with determining the need to make a notification under the HSR ActAct (without regard to whether payments are being made with respect to assets within or outside the United States); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement); (E) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoing; (F) enter into any new collective bargaining agreement involving unions in more than one state; (G) change any accounting principle used by it, except as required by applicable Law or GAAP; or (H) authorize any of, or commit or agree to take any of, the foregoing actions.

Ordinary Course. During For the period from commencing on the date Date of this Agreement to and ending simultaneously with the Effective Time (Date, and except as otherwise expressly provided or permitted consented to in advance in writing by Purchaser, Seller shall (and shall cause its Affiliates to) do the terms of this Agreement or as set forth in Section 6.1(bfollowing: (a) of conduct the Parent Disclosure Letter), Parent and its Subsidiaries shall carry on their businesses Business in the usual, regular and ordinary course in substantially the same manner as conducted at the date of this Agreement, and, to the extent consistent therewith, use their reasonable best 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 Parent and its Subsidiaries, in each case on a basis consistent with past practice. Without limiting , comply materially with all Legal Requirements applicable to the generality Business, maintain in full force and effect and comply materially with all currently held Product Filings, and not make any commitment with respect the Business except in the ordinary course of business consistent with past practice and not otherwise prohibited under this Section 4.1; [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the foregoingSecurities Exchange Act of 1934, as amended. (b) use commercially reasonable efforts to preserve the relationships and except as otherwise expressly provided or permitted by this Agreement or set forth in Section 6.1(b)(i) goodwill of the Parent Disclosure Letter, prior to the Effective Time Parent Seller and its Subsidiaries shall notAffiliates with customers, without distributors and suppliers to or of, as the prior written consent of case may be, the Company (which consent shall not be unreasonably withheld or conditioned (in each case from the point of view of the operations of Parent and its Subsidiaries, taken as a whole), and the Company shall respond to any request for consent pursuant to this Section 6.1(b) in a reasonably timely fashion):Business; (Ac) (I) declarenot sell, set aside assign, transfer, license, lease or pay any dividends onotherwise dispose of, or make permit to lapse any other distributions in right with respect ofto, any of its capital stock or (II) 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; (B) issue, deliver, grant, sell, pledge, dispose of or otherwise encumber any of its capital stock or any securities convertible intoPurchased Assets, or any rights, warrants or options to acquire, any such capital stock, or any Parent Voting Debt (other than (I) the issuance of shares of Parent Common Stock upon the exercise of options or other stock awards outstanding on the date of this Agreement, or (II) pursuant to existing Parent Stock Plans in accordance with their current terms and past practice); (C) amend Parent’s certificate of incorporation or bylaws or amend Merger Sub’s certificate of formation or limited liability company agreement; (D) directly or indirectly, (I) enter into any transaction, other than the Merger, that would require approval of the stockholders of Parent under applicable Law agreement to do or stock exchange rules; (II) enter into an agreement, other than this Agreement, relating to (x) any acquisition, merger, consolidation, joint venture, tender offer, share exchange, business combination with, or purchase of more than 20% of the equity securities or consolidated total assets of any asset-based trucking company located engage in the United States or (y) acquisitions, mergers, consolidations, joint ventures, tender offers, share exchanges, business combinations with, or purchases of more than 20% of the equity securities or consolidated total assets of any other Person for a transaction value in excess of $50 million individually (provided, however, that the foregoing restriction shall not apply to transactions to which the HSR Act does not apply) or $120 million in the aggregate (determined, in each case, in accordance with Section 801.10 of the regulations adopted under the HSR Act); or (III) enter into any other transaction or take any other action that would reasonably be expected to (x) adversely affect Parent’s ability to use available funds to perform all of its obligations under this Agreement and to consummate the Merger or (y) otherwise prevent, materially delay or materially impair the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement; (E) recapitalize, reorganize or completely or partially liquidate Parent or adopt a plan of complete or partial liquidation or Parent or adopt resolutions providing for or authorizing any of the foregoing; (Fd) enter into not permit the imposition of any new collective bargaining agreement involving unions in more than one stateEncumbrance on any of the Purchased Assets and otherwise, maintain clear, unencumbered title to the Purchased Assets; (Ge) change not disclose to any accounting principle used by itPerson (other than Purchaser and Purchaser’s Representatives), except as required by applicable Law any non-public Product Technical Information or GAAP; orany other confidential or proprietary information of Seller or of any of its Affiliates relating to the Product or Purchased Assets; (Hf) authorize any ofperform in all material respects all of their obligations under the Business Contracts; (g) not enter into, amend, modify or terminate, or commit grant any waiver under or agree with respect to, any Business Contract; (h) continue to ship and sell the Product in the ordinary course of business consistent with Product shipment and sales practices prior to the Date of Agreement and, in particular, shall not (i) sell the Product to wholesalers or distributors at prices below its standard selling price outside the ordinary course of business, (ii) make any promotions or offers to wholesalers or distributors outside the ordinary course of business, (iii) stop or slow shipping of the Product, (iv) “load” sales of the Product, (v) encourage or require customers to “buy in” the Product or (vi) take any of, similar actions outside the foregoing actionsordinary course or inconsistent with Seller’s past practice that would reasonably be expected to adversely impact sales of the Product following the Closing; and (i) confer with Purchaser from time to time as reasonably requested by Purchaser regarding the general status of the Business.