Common use of Restrictions on Activities Clause in Contracts

Restrictions on Activities. Notwithstanding any other provision of this Agreement (except the third sentence of Section 2.06), the General Partners shall not, without the prior written consent of each of the other Partners, cause or permit the Partnership to do any of the following: (i) engage in any business or activity other than those expressly set forth in Section 2.06; (ii) incur any indebtedness or assume or guarantee, or otherwise provide credit support directly or indirectly for, any indebtedness or obligation of any other Person; (iii) make a general assignment for the benefit of creditors; (iv) file a petition commencing a voluntary Bankruptcy case; (v) file a petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (vi) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution (to the fullest extent permitted by law) or similar relief under any statute, law or regulation, or the entry of any order appointing a trustee, liquidator or receiver of it or of its assets or any substantial portion thereof; (vii) seek, consent to or acquiesce in the appointment of a trustee, receiver or liquidator of it or of all or any substantial part of its assets; (viii) consolidate or merge with or into any other Person or convey or transfer any shares of Common Stock, cash or other property of the Partnership to any Person except in accordance with the terms of the Transaction Documents; (ix) amend the certificate of limited partnership, or take action in furtherance of any such action; (x) except as expressly contemplated in the Transaction Documents, purchase or otherwise acquire any equity interest of any class in any Person; (xi) take any act that would subject any Partner to personal liability for the debts, liabilities or obligations of the Partnership; (xii) take any act in contravention of any of the Transaction Documents; (xiii) enter into any contract or arrangement whereby any General Partner, Principal or any of their respective Affiliates would receive any fee or other compensation from the Partnership or its assets in connection with the management of the Partnership or otherwise (it being understood that the General Partners and any successor General Partners are providing services to the Partnership pursuant to this Agreement on a no-fee basis); (xiv) exercise any demand or piggy-back registration rights under the Registration Rights Agreement that would not result in a Satisfaction Event with respect to the applicable Participating Partners (or, if such offering would not result in a Satisfaction Event, fail to request that the Company withdraw any registration statement of the Company in which the Partnership was the Requesting Holder (as defined in the Registration Rights Agreement) or otherwise remove all securities of the Partnership and the Partners requested to be included in any registration statement of the Company); (xv) request that the Company withdraw any registration statement of the Company in which the Partnership was the Requesting Holder or otherwise remove any securities of the Partnership and the Partners requested to be included in any registration statement of the Company, in each case unless such offering would not result in a Satisfaction Event; (xvi) settle or compromise any material litigation involving the Partnership or any of its property; (xvii) dissolve the Partnership, other than as provided in Section 11.01; or (xviii) except as expressly contemplated in the Transaction Documents, directly or indirectly Transfer, pledge or otherwise encumber any shares of Common Stock held by the Partnership. In addition, no General Partner shall withdraw as a General Partner except as expressly permitted herein.

Restrictions on Activities. Notwithstanding any other provision of this Agreement (except Prior to the third sentence of Section 2.06)Closing Date, neither RTPS nor the General Partners shall notAffiliate shall, without the prior written consent of each Purchaser (which consent shall not be unreasonably withheld) or except as specifically contemplated by this Agreement: (a) amend its Certificate of Incorporation, Bylaws, Agreement of Limited Partnership or Joint Venture Agreement; (b) authorize for issuance, issue, deliver or sell any additional capital stock, partnership or joint venture interests or securities convertible into such interests, or issue or grant any rights, warrants, options or other commitments for the issuance of such interests; (c) split, combine or reclassify any capital stock, joint venture interests or partnership interests or declare, set aside or pay any distribution (whether in cash or property) to its shareholders or partners in respect of their capital interest (other than distributions by a Affiliate in the ordinary course of business consistent with prior practice); (d) dispose of or acquire any material properties or assets except in the ordinary course of business consistent with prior practice, nor make any single capital expenditure, lease or commitment in excess of $50,000 additions to property, plant, equipment or intangible capital assets or make aggregate capital expenditures, leases or commitments for such purposes in excess of $50,000. (e) engage in any activities or transactions that are outside the ordinary course of the Raytel Management Business in substantially the manner as heretofore conducted; (f) incur any indebtedness for borrowed money; (g) waive or terminate any material right; (h) mortgage, pledge or subject to lien or to any other PartnersEncumbrance (other than Permitted Encumbrances) any of its assets, cause tangible or permit intangible; (i) discharge or satisfy any Encumbrance or pay any obligation or liability, except current liabilities set forth on the Partnership Balance Sheet and current liabilities incurred since the Balance Sheet Date in the ordinary course of business; -14- <PAGE> 16 (j) move or relocate any of its material operations from their present locations; or (k) agree, whether in writing or otherwise, to do any of the following: (i) engage in any business or activity other than those expressly set forth in Section 2.06; (ii) incur any indebtedness or assume or guarantee, or otherwise provide credit support directly or indirectly for, any indebtedness or obligation of any other Person; (iii) make a general assignment for the benefit of creditors; (iv) file a petition commencing a voluntary Bankruptcy case; (v) file a petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (vi) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution (to the fullest extent permitted by law) or similar relief under any statute, law or regulation, or the entry of any order appointing a trustee, liquidator or receiver of it or of its assets or any substantial portion thereof; (vii) seek, consent to or acquiesce in the appointment of a trustee, receiver or liquidator of it or of all or any substantial part of its assets; (viii) consolidate or merge with or into any other Person or convey or transfer any shares of Common Stock, cash or other property of the Partnership to any Person except in accordance with the terms of the Transaction Documents; (ix) amend the certificate of limited partnership, or take action in furtherance of any such action; (x) except as expressly contemplated in the Transaction Documents, purchase or otherwise acquire any equity interest of any class in any Person; (xi) take any act that would subject any Partner to personal liability for the debts, liabilities or obligations of the Partnership; (xii) take any act in contravention of any of the Transaction Documents; (xiii) enter into any contract or arrangement whereby any General Partner, Principal or any of their respective Affiliates would receive any fee or other compensation from the Partnership or its assets in connection with the management of the Partnership or otherwise (it being understood that the General Partners and any successor General Partners are providing services to the Partnership pursuant to this Agreement on a no-fee basis); (xiv) exercise any demand or piggy-back registration rights under the Registration Rights Agreement that would not result in a Satisfaction Event with respect to the applicable Participating Partners (or, if such offering would not result in a Satisfaction Event, fail to request that the Company withdraw any registration statement of the Company in which the Partnership was the Requesting Holder (as defined in the Registration Rights Agreement) or otherwise remove all securities of the Partnership and the Partners requested to be included in any registration statement of the Company); (xv) request that the Company withdraw any registration statement of the Company in which the Partnership was the Requesting Holder or otherwise remove any securities of the Partnership and the Partners requested to be included in any registration statement of the Company, in each case unless such offering would not result in a Satisfaction Event; (xvi) settle or compromise any material litigation involving the Partnership or any of its property; (xvii) dissolve the Partnership, other than as provided in Section 11.01; or (xviii) except as expressly contemplated in the Transaction Documents, directly or indirectly Transfer, pledge or otherwise encumber any shares of Common Stock held by the Partnershipforegoing. In addition, no General Partner shall withdraw as a General Partner except as expressly permitted herein.ARTICLE VI ADDITIONAL AGREEMENTS 6.1

Restrictions on Activities. Notwithstanding any other provision of this Agreement (except the third sentence of Section 2.06), the General Partners shall not, without the prior written consent of each of the other Partners, cause or permit the Partnership to do any of the following: (i) engage in any business or activity other than those expressly set forth in Section 2.06; (ii) incur any indebtedness or assume or guarantee, or otherwise provide credit support directly or indirectly for, guarantee any indebtedness or obligation of any other Person; (iii) make a general assignment for the benefit of creditors; (iv) file a petition commencing a voluntary Bankruptcy case; (v) file a petition or answer seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation; (vi) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against it in any proceeding seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution (to the fullest extent permitted by law) or similar relief under any statute, law or regulation, or the entry of any order appointing a trustee, liquidator or receiver of it or of its assets or any substantial portion thereof; (vii) seek, consent to or acquiesce in the appointment of a trustee, receiver or liquidator of it or of all or any substantial part of its assets; (viii) consolidate or merge with or into any other Person or convey or transfer any shares of Common Stock, cash or other property of the Partnership to any Person except in accordance with the terms of the Transaction Documents; (ix) amend the certificate of limited partnership, or take action in furtherance of any such action; (x) except as expressly contemplated in the Transaction Documents, purchase or otherwise acquire any equity interest of any class in any Person; (xi) take any act that would subject any Partner to personal liability for the debts, liabilities or obligations of the Partnership; (xii) take any act in contravention of any of the Transaction Documents; (xiii) enter into any contract or arrangement whereby any General Partner, Principal or any of their respective Affiliates would receive any fee or other compensation from the Partnership or its assets in connection with the management of the Partnership or otherwise (it being understood that the General Partners and any successor General Partners are providing services to the Partnership pursuant to this Agreement on a no-fee basis); (xiv) except in the case of a Subsequent Follow-on Offering, exercise any demand or piggy-back registration rights under the Registration Rights Agreement that would not result in a Satisfaction Event with respect to the applicable Participating Partners (or, if such offering would not result in a Satisfaction Event, fail to request that the Company withdraw any registration statement of the Company in which the Partnership was the Requesting Holder (as defined in the Registration Rights Agreement) or otherwise remove all securities of the Partnership and the Partners requested to be included in any registration statement of the Company); (xv) request that the Company withdraw any registration statement of the Company in which the Partnership was the Requesting Holder or otherwise remove any all securities of the Partnership and the Partners requested to be included in any registration statement of the Company, in each case unless such offering would not result in a Satisfaction Event; (xvi) settle or compromise any material litigation involving the Partnership or any of its property; or (xvii) dissolve the Partnership, other than as provided in Section 11.01; or (xviii) except as expressly contemplated in the Transaction Documents, directly or indirectly Transfer, pledge or otherwise encumber any shares of Common Stock held by the Partnership. In addition, no General Partner shall withdraw as a General Partner except as expressly permitted herein.