equity securities or ownership interests or any securities convertible into or exchangeable for shares of capital stock, units or other equity securities or other ownership interests, or enter
into other agreements or commitments of any character obligating it to issue any such shares of capital stock, units, equity securities or other ownership interests or convertible or exchangeable securities;
(c) Acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any
other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any joint ventures, strategic partnerships or alliances or
other arrangements, or any agreement, contract, arrangement or understand that provides for exclusivity of territory or otherwise restricts such Target Companys, any of its Subsidiaries ability to compete or to offer or sell any products
or services; in each case in this
Section
7.1(c)
in excess of $5,000,000 in aggregate transaction value;
(d) Sell, lease, license, encumber or otherwise dispose of any properties or assets other than in the ordinary course of
business, consistent with past practices;
(e) Except in connection with the refinancing of indebtedness existing as of the
date hereof, incur any indebtedness for borrowed money or guarantee any such indebtedness of another Person or Persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of such Target
Company, as applicable, enter into any keep well or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing; individually or in the aggregate in
excess of $5,000,000;
(f) Pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued,
asserted or unasserted, contingent or otherwise) (other than the satisfaction in the ordinary course of business of liabilities of such Target Company which are not material in amount or nature), or litigation (whether or not commenced prior to the
date of this Agreement), in each case, in excess of $1,000,000 in the aggregate ; or waive the benefits of, amend, modify or alter in any manner, terminate, release any Person from or knowingly fail to enforce any confidentiality or similar
agreement to which such Target Company or any of its Subsidiaries is a party or of which such Target Company or any of its Subsidiaries is a beneficiary, as applicable;
(g) Modify, amend, alter in any manner or terminate any Material Contract of such Target Company, or waive, delay the exercise
of, release or assign any material rights or claims thereunder, in each case other than in the ordinary course of business, consistent with past practices;
(h) Incur or enter into any Material Contract to which such Target Company or any of its Subsidiaries is or would be a party,
other than in the ordinary course of business, consistent with past practices;
(i) Make, change or rescind any Tax
elections that, individually or in the aggregate, could be reasonably likely to adversely affect in any material respect the Tax liability or Tax attributes of such Target Company, settle or compromise any material income tax liability or, except as
required by Applicable Legal Requirements, change any method of accounting for Tax purposes or prepare, file any Return in a manner inconsistent with past practice or amend any Return;
(j) Make capital expenditures in excess of $5,000,000 other than in the ordinary course of business, consistent with past
practices;
(k) Liquidate, dissolve, reorganize or otherwise wind up the business or operations of such Target Company or
its Subsidiaries;
(l) Engage in a new line of business;
(m) Except as contemplated by this Agreement, enter into any material transaction with or distribute or advance any assets or
property to any of its officers, directors, partners, stockholders, managers, members or other Affiliates other than the payment of salary and benefits and tax distributions in the ordinary course of business consistent with prior practice; or
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