Common use of Conduct of Business by the Company Pending the Closing Clause in Contracts

Conduct of Business by the Company Pending the Closing. The Company covenants and agrees that prior to the Closing Date: (a) the Company shall conduct its business and operations only in the usual and ordinary course of business; (b) Except as contemplated by this Agreement, and as necessary to effect the proposals contained in the Company Proxy Statement to be filed (the “Company Proxy Statement”), the Company shall not directly or indirectly do any of the following: (i) sell, pledge, dispose of or encumber any of its assets; (ii) amend or propose to amend its Certificate of Incorporation or Bylaws; (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to shares of its capital stock; (iv) redeem, purchase or acquire or offer to acquire any shares of its capital stock or other securities; (v) create any subsidiaries; (vi) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing; (c) Except as contemplated by this Agreement, and those items contained in the Company Proxy Statement to be filed, the Company shall not (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of, its capital stock; (ii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division or the material assets thereof; (iii) incur any indebtedness for borrowed money, issue any debt securities or guarantee any indebtedness to others; or (iv) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing; (d) the Company shall notify ADS promptly of any material adverse event or circumstance affecting ADS (including the filing of any material litigation against the Company or the existence of any dispute with any person or entity which involves a reasonable likelihood of such litigation being commenced); (e) the Company shall comply in all material respects with all legal requirements and contractual obligations applicable to its operations and business and pay all applicable taxes; and

Conduct of Business by the Company Pending the Closing. The Company covenants and agrees that prior to that, between the date of this Agreement and the Closing Date: (a) , the Company Business shall conduct its business be conducted only in, and operations only in shall not take any action except in, the usual and ordinary course of business; (b) Except business consistent with past practice. The Company shall use its reasonable best efforts to preserve intact its business organization, to keep available the services of its current officers, employees and consultants, and to preserve its present relationships with customers, suppliers and other persons with which it has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement, and as necessary to effect the proposals contained in the Company Proxy Statement to be filed (the “Company Proxy Statement”), the Company shall not between the date of this Agreement and the Closing Date, directly or indirectly indirectly, do or propose or agree to do any of the followingfollowing without the prior written consent of Nations: (i) sell, pledge, dispose of or encumber any of its assets; (iia) amend or propose to amend otherwise change its Certificate articles of Incorporation incorporation or Bylawsbylaws or equivalent organizational documents; (iiib) splitissue or authorize the issuance of, combine or reclassify any outstanding shares of its capital stockstock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock or other ownership interest of the Company or any of its subsidiaries; (c) declare, set aside aside, make or pay any dividend or other distribution distribution, payable in cash, stock, property or otherwise otherwise, with respect to shares any of its capital stock; (ivd) transfer any of the outstanding shares of the Company's capital stock; (e) reclassify, combine, split, subdivide or redeem, purchase or acquire otherwise acquire, directly or offer to acquire any shares of its capital stock or other securities; (v) create any subsidiaries; (vi) enter into or modify any contractindirectly, agreement, commitment or arrangement with respect to any of the foregoing; (c) Except as contemplated by this Agreement, and those items contained in the Company Proxy Statement to be filed, the Company shall not (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of, its capital stock; (iif) acquire (including, without limitation, for cash, or shares of stock, property or services, by merger, consolidation, consolidation or acquisition of stock or assets or otherwiseassets) any interest in any corporation, partnership or other business organization or division or the material assets thereof; (iiig) except as set forth on SCHEDULE 5.9, incur any indebtedness additional Indebtedness other than for amounts borrowed moneyafter June 30 ,1998, issue any debt securities or guarantee any indebtedness to others; or (iv) enter into or modify any contractfund incremental equipment purchases, agreement, commitment or arrangement in the ordinary course of business consistent with respect to any of the foregoingpast practices; (dh) create Liens on any currently existing assets; (i) make (or commit to make) any capital expenditures in excess of $10,000 except in the Company shall notify ADS promptly ordinary course of business; (j) make any material adverse event loans or circumstance affecting ADS (including the filing of any material litigation against the Company or the existence of any dispute with advances to any person or entity which involves a reasonable likelihood or guarantee the indebtedness of such litigation being commenced)any person or entity, except in the ordinary course of business consistent with past practice; (ek) sell or dispose of any of its assets, other than in the ordinary course of business, consistent with past practice; (l) enter into, modify or terminate, any contract, other than in the ordinary course of business consistent with past practice; (m) pay any bonus to or increase the compensation or benefits payable or to become payable to its employees, independent contractors or consultants except in the ordinary course of business; (n) pay, discharge or satisfy any existing claims, liabilities or obligations other than in the ordinary course of business consistent with past practice; (o) increase or decrease prices charged to its customers, except for previously announced price changes, or take any other action which might reasonably result in any increase in the loss of customers; or (p) agree, in writing or otherwise, to take or authorize any of the foregoing actions or any other action which would make any representation or warranty in ARTICLE V untrue or incorrect. The Company shall comply in all material respects with all legal requirements and contractual obligations applicable give written notice to Nations promptly following the occurrence of any event which has had (or which is likely to have) an adverse effect upon its operations and business and pay all applicable taxes; andassets, business, operations, prospects, properties or condition (financial or otherwise).

Conduct of Business by the Company Pending the Closing. The Company covenants and agrees that the Members covenant and agree that, except with the prior to written consent of Cenuco, between the date of this Agreement and the Closing Date: (a) , the Business shall be conducted only in, and the Company shall conduct its business and operations only in not take any action except in, the usual and ordinary course of business; (b) Except business consistent with past practice. The Company shall use its reasonable best efforts to preserve intact its business organization, to keep available the services of its current officers, employees and consultants, and to preserve its present relationships with customers, suppliers and other persons with which it has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement, and as necessary to effect the proposals contained in the Company Proxy Statement to be filed (and the “Company Proxy Statement”), the Company Members shall not between the date of this Agreement and the Closing Date, directly or indirectly indirectly, do or propose or agree to do any of the followingfollowing without the prior written consent of Cenuco: (i) sell, pledge, dispose of or encumber any of its assets; (iia) amend or propose to amend otherwise change its Certificate articles of Incorporation organization or Bylawsoperating agreement; (iiib) splitissue or authorize the issuance of, combine or reclassify any outstanding shares of its capital stockmembership interests, or any options, warrants, convertible securities or other rights of any kind to acquire any membership interests or other ownership interest of the Company; (c) declare, set aside aside, make or pay any dividend or other distribution distribution, payable in cash, stock, property or otherwise with respect to shares of its capital stock; (iv) redeemotherwise, purchase or acquire or offer to acquire any shares of its capital stock or other securities; (v) create any subsidiaries; (vi) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoingits membership interests; (cd) Except as contemplated by this Agreementtransfer any of the outstanding membership interests of the Company; (e) reclassify, and those items contained in the Company Proxy Statement to be filedcombine, the Company shall not (i) issuesplit, sellsubdivide or redeem, pledge purchase or dispose ofotherwise acquire, directly or agree to issue, sell, pledge or dispose ofindirectly, any additional shares of, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of, its capital stockmembership interests; (iif) acquire (including, without limitation, for cash, or shares of stock, property or services, by merger, consolidation, consolidation or acquisition of stock or assets or otherwiseassets) any interest in any corporation, partnership or other business organization or division or the material assets thereof; (iiig) incur any indebtedness for borrowed money, issue any debt securities or guarantee any indebtedness to others; or (iv) enter into or modify any contract, agreement, commitment or arrangement additional Indebtedness other than in the ordinary course of business consistent with respect to any of the foregoingpast practices; (dh) create Liens on any currently existing assets; (i) make (or commit to make) any capital expenditures in excess of Ten Thousand Dollars ($10,000) except in the Company shall notify ADS promptly ordinary course of business; (j) make any material adverse event loans or circumstance affecting ADS (including the filing of any material litigation against the Company or the existence of any dispute with advances to any person or entity which involves a reasonable likelihood or guarantee the indebtedness of such litigation being commenced)any person or entity; (ek) sell or dispose of any of its assets, other than in the ordinary course of business, consistent with past practice; (l) enter into, modify or terminate, any Contract, other than in the ordinary course of business consistent with past practice; (m) pay any bonus to or increase the compensation or benefits payable or to become payable to its employees, independent contractors or consultants; (n) pay, discharge or satisfy any existing claims, liabilities, obligations or Indebtedness other than in the ordinary course of business consistent with past practice; (o) increase or decrease prices charged to its customers, except for previously announced price changes, or take any other action which might reasonably result in any increase in the loss of customers; or (p) agree, in writing or otherwise, to take or authorize any of the foregoing actions or any other action which would make any representation or warranty in Article V untrue or incorrect. The Company shall comply in all material respects with all legal requirements and contractual obligations applicable give written notice to Cenuco promptly following the occurrence of any event which has had (or which is likely to have) a Material Adverse Effect upon its operations and business and pay all applicable taxes; andassets, business, operations, prospects, properties or condition (financial or otherwise).

Conduct of Business by the Company Pending the Closing. The Company covenants and agrees that prior to Unless Buyer will otherwise agree in writing, the Closing Date: (a) business of the Company shall conduct its will be conducted, and the directors, officers, member or managers of each of the Company and the Seller will cause the business and operations only of Company to be conducted, in the usual and ordinary course and in a manner consistent with past practice and in accordance with applicable law; and each of business; (b) Except the Company and the Seller will preserve substantially intact the business organization of the Company, keep available the services of the current officers, employees, and consultants of the Company, and preserve the current relationships of the Company with customers, suppliers, and other persons with which the Company has significant business relations. By way of amplification and not limitation, except as otherwise contemplated by this Agreement, and as necessary to effect the proposals contained in neither the Company Proxy Statement to be filed (nor any of the “Company Proxy Statement”)Seller will, between the Company shall not date of this Agreement and the time of Closing, directly or indirectly do do, or propose to do, any of the followingfollowing without giving Buyer prior written notice of and receiving Buyer's prior written consent: (i) amend or otherwise change the organizational documents or operating agreement of the Company; issue, sell, pledge, dispose of, grant, encumber or authorize the issuance, sale, pledge, disposition, grant or encumbrance of or encumber any of its assets; (iii) amend or propose to amend its Certificate of Incorporation or Bylaws; (iii) split, combine or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to shares of its capital stock; (iv) redeem, purchase or acquire or offer to acquire any shares of its capital stock or other securities; (v) create of any subsidiaries; (vi) enter into or modify any contract, agreement, commitment or arrangement with respect to class of any of the foregoing; (c) Except as contemplated by this Agreement, and those items contained in the Company Proxy Statement to be filed, the Company shall not (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares ofCompany, or any options, warrants, conversion privileges convertible securities or other rights of any kind to acquire any shares of, its of such capital stock; , or any other ownership interest (including, without limitation, any phantom interest), of the Company or (ii) acquire (by mergerany assets of the Company, consolidationother than in the ordinary course of business; declare, acquisition of set aside, make or pay any dividend or other distribution, payable in cash, stock or assets property or otherwise) any corporation, partnership or other business organization or division or the material assets thereof; (iii) incur any indebtedness for borrowed money, issue any debt securities or guarantee any indebtedness to others; or (iv) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoingCompany's capital stock, other than as disclosed on Schedule 5.1; (d) provided, however, the Seller will be permitted to take a distribution or dividend of all cash or cash equivalents in the Company shall notify ADS promptly provided that such a distribution or dividend does not reduce the Closing Tangible Net Worth of any material adverse event or circumstance affecting ADS (including the filing of any material litigation against the Company below $0; reclassify, combine, split, subdivide, redeem, purchase or otherwise acquire, directly or indirectly, any of the existence of any dispute with any person or entity which involves a reasonable likelihood of such litigation being commenced); (e) the Company shall comply in all material respects with all legal requirements and contractual obligations applicable to its operations and business and pay all applicable taxes; andCompany's membership interests;

Conduct of Business by the Company Pending the Closing. The Company covenants and agrees that prior to that, between the date of this Agreement and the Closing Date: (a) , the Company Business shall conduct its business be conducted only in, and operations only in shall not take any action except in, the usual and ordinary course of business; (b) Except business consistent with past practice. The Company shall use its reasonable best efforts to preserve intact its business organization, to keep available the services of its current officers, employees and consultants, and to preserve its present relationships with customers, suppliers and other persons with which it has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement, and as necessary to effect the proposals contained in the Company Proxy Statement to be filed (the “Company Proxy Statement”), the Company shall not between the date of this Agreement and the Closing Date, directly or indirectly indirectly, do or propose or agree to do any of the followingfollowing without the prior written consent of Exult: (i) sell, pledge, dispose of or encumber any of its assets; (iia) amend or propose to amend otherwise change its Certificate certificate of Incorporation incorporation or Bylawsbylaws or equivalent organizational documents; (iiib) splitissue or authorize the issuance of, combine or reclassify any outstanding shares of its capital stockstock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock or other ownership interest; (c) declare, set aside aside, make or pay any dividend or other distribution distribution, payable in cash, stock, property or otherwise otherwise, with respect to shares any of its capital stock; (ivd) reclassify, combine, split, subdivide or redeem, purchase or acquire otherwise acquire, directly or offer to acquire any shares of its capital stock or other securities; (v) create any subsidiaries; (vi) enter into or modify any contractindirectly, agreement, commitment or arrangement with respect to any of the foregoing; (c) Except as contemplated by this Agreement, and those items contained in the Company Proxy Statement to be filed, the Company shall not (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of, its capital stock; (iie) acquire (including, without limitation, for cash, or shares of stock, property or services, by merger, consolidation, consolidation or acquisition of stock or assets or otherwiseassets) any interest in any corporation, partnership or other business organization or division or the material assets thereof; (iiif) incur any indebtedness for borrowed moneyadditional indebtedness, issue create any debt securities or guarantee any indebtedness to others; or (iv) enter into or modify any contract, agreement, commitment or arrangement with respect to Liens on any of its assets or prepay any Indebtedness, other than in the foregoingordinary course of business consistent with past practices; (dg) the Company shall notify ADS promptly of make any material adverse event loans or circumstance affecting ADS (including the filing of any material litigation against the Company or the existence of any dispute with advances to any person or entity which involves a reasonable likelihood or guarantee the indebtedness of such litigation being commenced)any person or entity, except in the ordinary course of business consistent with past practice; (eh) sell, dispose of or encumber any of its assets, other than in the Company shall comply ordinary course of business, consistent with past practice; (i) enter into, modify or terminate, any Contract, other than in all material respects the ordinary course of business consistent with all legal requirements and contractual obligations applicable past practice; (j) except as set forth in SCHEDULE 6.1 attached hereto, pay any bonus to or increase the compensation or benefits payable or to become payable to its operations employees, independent contractors or consultants; (k) take any action, other than in the ordinary course of business consistent with past practice, which might result in any the loss of customers, (l) enter into any material transactions or do, or omit to do, any other things which may have a material and business and pay all applicable taxesadverse impact on the Business; andor (m) agree, in writing or otherwise, to take or authorize any of the foregoing actions or any other action which would make any representation or warranty in Article V hereof untrue or incorrect.

Conduct of Business by the Company Pending the Closing. The Company covenants Company, and agrees that the Shareholder covenant and agree that, except with the prior to written consent of Sunair, between the Closing Date: (a) date of this Agreement and the Closing, the Business shall be conducted only in, and the Company shall conduct its business and operations only in not take any action except in, the usual and ordinary course of business; (b) Except business consistent with past practice. The Company shall use its reasonable best efforts to preserve intact its business organization, to keep available the services of its current officers, employees and consultants, and to preserve its present relationships with customers, suppliers and other Persons with which it has material business relations. By way of amplification and not limitation, except as contemplated by this Agreement, and as necessary to effect the proposals contained in the Company Proxy Statement to be filed (and the “Company Proxy Statement”), the Company Shareholder shall not between the date of this Agreement and the Closing, directly or indirectly indirectly, do or propose or agree to do any of the followingfollowing without the prior written consent of Sunair: (i) sell, pledge, dispose of or encumber any of its assets; (iia) amend or propose to amend otherwise change its Certificate of Incorporation or Bylaws; Articles of Association and Memorandum of Association or equivalent organizational documents, (iiib) splitissue or authorize the issuance of, combine or reclassify any outstanding shares of its capital stockstock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock or other ownership interest of the Company or any of its subsidiaries, (c) declare, set aside aside, make or pay any dividend or other distribution distribution, payable in cash, stock, property or otherwise with respect to shares of its capital stock; (iv) redeemotherwise, purchase or acquire or offer to acquire any shares of its capital stock or other securities; (v) create any subsidiaries; (vi) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing; its capital stock, (cd) Except as contemplated by this Agreement, and those items contained in the Company Proxy Statement to be filed, the Company shall not (i) issuetransfer, sell, pledge assign or dispose ofof any of the outstanding shares of the Company’s or the Shareholder’s capital stock, (e) reclassify, combine, split, subdivide or agree to issueredeem, sellpurchase or otherwise acquire, pledge directly or dispose ofindirectly, any additional shares of, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of, its capital stock; , (iif) acquire (including, without limitation, for cash, or shares of stock, property or services, by merger, consolidation, consolidation or acquisition of stock or assets or otherwiseassets) any interest in any corporation, partnership or other business organization or division or the material assets thereof; , (iiig) incur any indebtedness for borrowed moneyadditional Indebtedness or prepay any Indebtedness other than in the ordinary course of business consistent with past practices, issue (h) create Liens on any debt securities currently existing assets, (i) make (or commit to make) any capital expenditures in excess of Ten Thousand Dollars ($10,000) except in the ordinary course of business, (j) make any loans or advances to any Person or entity or guarantee the indebtedness of any indebtedness Person or entity, (k) sell or dispose of any of its assets, other than in the ordinary course of business, consistent with past practice, (l) enter into, modify or terminate, any Contract, other than in the ordinary course of business consistent with past practice, (m) pay any bonus to others; or increase the compensation or benefits payable or to become payable to its employees, independent contractors or consultants, (n) pay, discharge or satisfy any existing claims, liabilities, obligations or Indebtedness other than in the ordinary course of business consistent with past practice, (o) increase or decrease prices charged to its customers, except for previously announced price changes, or take any other action which might reasonably result in any increase in the loss of customers, or (ivp) enter into agree, in writing or modify any contractotherwise, agreement, commitment to take or arrangement with respect to authorize any of the foregoing; (d) the foregoing actions or any other action which would make any warranty in Article V untrue or incorrect. The Company shall notify ADS give written notice to Sunair promptly following the occurrence of any material event which has had (or which is likely to have) an adverse event effect upon its assets, business, operations, properties or circumstance affecting ADS condition (including the filing of any material litigation against the Company financial or the existence of any dispute with any person or entity which involves a reasonable likelihood of such litigation being commencedotherwise); (e) the Company shall comply in all material respects with all legal requirements and contractual obligations applicable to its operations and business and pay all applicable taxes; and.

Conduct of Business by the Company Pending the Closing. The Company covenants and agrees that the Members covenant and agree that, except with the prior to written consent of Relationserve, between the date of this Agreement and the Closing Date: (a) , the Business shall be conducted only in, and the Company shall conduct its business and operations only in not take any action except in, the usual and ordinary course of business; (b) Except business consistent with past practice. The Company shall use its reasonable best efforts to preserve intact its business organization, to keep available the services of its current officers, employees and consultants, and to preserve its present relationships with customers, suppliers and other persons with which it has business relations. By way of amplification and not limitation, except as contemplated by this Agreement, and as necessary to effect the proposals contained in the Company Proxy Statement to be filed (and the “Company Proxy Statement”), the Company Members shall not between the date of this Agreement and the Closing Date, directly or indirectly indirectly, do or propose or agree to do any of the followingfollowing without the prior written consent of Relationserve: (i) sell, pledge, dispose of or encumber any of its assets; (iia) amend or propose to amend otherwise change its Certificate articles of Incorporation organization or Bylawsoperating agreement; (iiib) splitissue or authorize the issuance of, combine or reclassify any outstanding shares of its capital stockmembership interests, or any options, warrants, convertible securities or other rights of any kind to acquire any membership interests or other ownership interest of the Company; (c) declare, set aside aside, make or pay any dividend or other distribution distribution, payable in cash, stock, property or otherwise with respect to shares of its capital stock; (iv) redeemotherwise, purchase or acquire or offer to acquire any shares of its capital stock or other securities; (v) create any subsidiaries; (vi) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoingits membership interests; (cd) Except as contemplated by this Agreementtransfer any of the outstanding membership interests of the Company; (e) reclassify, and those items contained in the Company Proxy Statement to be filedcombine, the Company shall not (i) issuesplit, sellsubdivide or redeem, pledge purchase or dispose ofotherwise acquire, directly or agree to issue, sell, pledge or dispose ofindirectly, any additional shares of, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of, its capital stockmembership interests; (iif) acquire (including, without limitation, for cash, or shares of stock, property or services, by merger, consolidation, consolidation or acquisition of stock or assets or otherwiseassets) any interest in any corporation, partnership or other business organization or division or the material assets thereof; (iiig) incur any indebtedness for borrowed money, issue additional Indebtedness other than in the ordinary course of business consistent with past practices; (h) create Liens on any debt securities currently existing assets; (i) make (or commit to make) any capital expenditures except in the ordinary course of business; (j) make any loans or advances to any Person or guarantee the indebtedness of any indebtedness Person; (k) sell or dispose of any of its assets, other than in the ordinary course of business, consistent with past practice; (l) enter into, modify or terminate, any Contract, other than in the ordinary course of business consistent with past practice; (m) pay any bonus to othersor increase the compensation or benefits payable or to become payable to its employees, independent contractors or consultants; (n) pay, discharge or satisfy any existing claims, liabilities, obligations or Indebtedness other than in the ordinary course of business consistent with past practice; (o) increase or decrease prices charged to its customers, except for previously announced price changes, or take any other action which might reasonably result in any increase in the loss of customers; or (ivp) enter into agree, in writing or modify any contractotherwise, agreement, commitment to take or arrangement with respect to authorize any of the foregoing; (d) the foregoing actions or any other action which would make any representation or warranty in Article V untrue or incorrect. The Company shall notify ADS give written notice to Relationserve promptly following the occurrence of any material adverse event which has had (or circumstance affecting ADS which is likely to have) a Material Adverse Effect upon its assets, business, operations, prospects, properties or condition (including the filing of any material litigation against the Company financial or the existence of any dispute with any person or entity which involves a reasonable likelihood of such litigation being commencedotherwise); (e) the Company shall comply in all material respects with all legal requirements and contractual obligations applicable to its operations and business and pay all applicable taxes; and.

Conduct of Business by the Company Pending the Closing. The Company covenants and agrees that the Members covenant and agree that, except with the prior to written consent of Purchaser, between the date of this Agreement and the Closing Date: (a) , the Business shall be conducted only in, and the Company shall conduct its business and operations only in not take any action except in, the usual and ordinary course of business; (b) Except business consistent with past practice. During the period of time from the date of this Agreement until Closing, the Company shall use its reasonable best efforts to preserve intact its business organization, to keep available the services of its current officers, employees and consultants, and to preserve its present relationships with customers, suppliers and other persons with which it has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement, and as necessary to effect the proposals contained in the Company Proxy Statement to be filed (and the “Company Proxy Statement”), the Company Selling Parties shall not between the date of this Agreement and the Closing Date, directly or indirectly indirectly, do or propose or agree to do any of the followingfollowing without the prior written consent of Purchaser: (i) sell, pledge, dispose of or encumber any of its assets; (iia) amend or propose to amend otherwise change its Certificate Articles of Incorporation Organization, Bylaws or Bylawsequivalent organizational documents; (iiib) split, combine issue or reclassify any outstanding shares of its capital stock, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to shares of its capital stock; (iv) redeem, purchase or acquire or offer to acquire any shares of its capital stock or other securities; (v) create any subsidiaries; (vi) enter into or modify any contract, agreement, commitment or arrangement with respect to any of authorize the foregoing; (c) Except as contemplated by this Agreement, and those items contained in the Company Proxy Statement to be filed, the Company shall not (i) issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose issuance of, any additional shares ofmembership interests of any class, or any options, warrants, conversion privileges convertible securities or other rights of any kind to acquire any shares of, membership interests or other ownership interest of the Company or any of its capital stocksubsidiaries; (iic) declare, set aside, make or pay any distribution, payable in cash, membership interest, property or otherwise, with respect to any of its membership interests (except for distributions, to the Selling Parties in amounts consistent with past practices of the Company); (d) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its membership interests; (e) acquire (including, without limitation, for cash, or shares of stock, property or services, by merger, consolidation, consolidation or acquisition of stock or assets or otherwiseassets) any interest in any corporation, partnership or other business organization or division or the material assets thereof; (iiif) incur any indebtedness for borrowed money, issue additional Indebtedness or prepay any debt securities or guarantee any indebtedness to othersIndebtedness other than in the ordinary course of business consistent with past practices; or (ivg) enter into or modify any contract, agreement, commitment or arrangement with respect to create Liens on any of the foregoingits assets; (dh) make (or commit to make) any capital expenditures in excess of Ten Thousand Dollars ($10,000) except in the Company shall notify ADS promptly ordinary course of business; (i) make any material adverse event loans or circumstance affecting ADS (including the filing of any material litigation against the Company or the existence of any dispute with advances to any person or entity which involves a reasonable likelihood or guarantee the indebtedness of such litigation being commenced)any person or entity, except in the ordinary course of business consistent with past practice; (ej) sell or dispose of any of its assets, other than in the ordinary course of business, consistent with past practice; (k) enter into, modify or terminate, any Contract, other than in the ordinary course of business consistent with past practice; (l) pay any bonus to or increase the compensation or benefits payable or to become payable to its employees, independent contractors or consultants except in the ordinary course of business; (m) pay, discharge or satisfy any existing claims, liabilities or obligations other than in the ordinary course of business consistent with past practice; (n) increase or decrease prices charged to its customers, except for previously announced price changes, or take any other action which might reasonably result in any increase in the loss of customers; or (o) agree, in writing or otherwise, to take or authorize any of the foregoing actions or any other action which would make any representation or warranty in Article III untrue or incorrect. The Company shall comply in all material respects with all legal requirements and contractual obligations applicable give written notice to Purchaser promptly following the occurrence of any event which has had (or which is likely to have) an adverse effect upon its operations and business and pay all applicable taxes; andassets, business, operations, prospects, properties or condition (financial or otherwise).