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200209214 (i) the Company win nor, and win net permit MY of its Subsidiaries W, make any loan, advance M capital contributions to or tovesment to MY Person other than loam, advances or es%ad contributions to or invesmrew in sshonyowned Subsidiaries of the Company made to the ordinary course of business consistent with past practices: 0) the Company will ML and will not permit any of its Subsidiaries lo, (i) gram my severance or termination pay m (or amend my existing arrangement with) my duactor, officer or employee of the Company of my of its Subsidiaries, except for routine severantt payments granted to employees (other than officers and di¢ctots) in the ordinary course of business consistent with past practice and ooh exceeding (x) 575,000 in the aggregate with respect to my single employee and (y) $300,000 in the aggregate with respect to all employees, (ii) imreax benefits payable under my existing severance or erounation pay policies a employment agreements. (iii) enter lam my employment. deferred compensation or other similar agreement (or my amendment m trey such existing agreement) with my duectm, officer or emploYM Of the Company or my of its Subsidiaries, (iv) establish, adopt or mend (except as required by applicable kw) my collective bvgaiumg, bonus, profit-sharing. thrift, pension, retirement, deferred compesatiom compeosat iom stock optim restricted stock or other benefit plan or arrangement covering my director. officer or employee of the Company or m of its Subs' Y l yce of the (v) increase my compensation, bona a other benefits payable m my director, oBcer or eorplmyM of the Company or my of its Subsidiaries, other than, in the case of this clause (v). in the ordinary course of business consis mt with past practice: (k) the Company will out• and will not permit my of its Subsidiaries m, take my action m const mmare the royalty/financing company restructuring described by the Company an Parent prior m the date hereof, including without limitation create my new Subsidiaries fa such purpose: (1) subject to Serum 3.05(b), the Company will not. and will ram permit my of its Subsidiaries m, (i) gnus any option Pursuant many director or employed stock opdm plan or (u) accelerate the vesting of my dons under arrch plans: (m) the Company will net, and will not permit my of its Subsidiaries to. (i) take my action that would make my repesmtmo t and warranty of the Company hereunder ins... MM: in My re5peft al, or as of my than prior to the Effective Time or 00 omit to take my action necessary to prevent my such representation or warranty from being imcnrtam to any respect at my such time: and (n) the Company will trot. and will not permit any of its Subsidiaries to, agree or commit to do my of the foregoing. SeMON 7.02. SAsawhoW, Mndmg,. Prosy Murerlal. ILO Company shall cause a meeting of its shareholders (the "CompmY Sbaneholda Meeting ") to be duly called and held m soon a reasonably practicable after consummation of the Offer for the purport of voting m the appoval and adoption of this Agreement and the Merger Subject to Section 7.03(b), the Board of Directors of the Company shall recommend approval and adoption of this Agreement and the Merger by the Company's shareholder. In connection with such meeting, the Company will W Promptly prepare and file with the SEC, will ua s its reasonable best efforts m have cleared by the SEC and will thereafter mail m its Shareholders a promptly a practicable after commummun of the Offer the Company Proxy Staremem and W other proxy materials for such minting, (ii) use its reasonable best efforts to obtain the necessary approvals by its Shareholders of this Agreenrmt and the taosactiom contemplated hereby and (m) Otherwise comply with an legal mqu asments applicable to such [meting. SWrtorr 7.03. No Solicimrime,• Other Ofjen. (a) Neither the Company nor any of its Subrdimin ehalL nor shall the Company or my of its Subsidimries authorize or permit MY of its or their officers, disecoom employees, investment bankers, attorneys, accountants, consultants or other agents or advisors lo, dm* or inditecdy, (i) soliciL initiate or knowingly take my action to facilitate or encourage the submission at any Anryismon PmpoaL (u) enter iron or pazpcipase in my dixuaiom or negotimioos with. fumish.any information relating to the Company or my of its Subsidiaries or afford aroma m the buaMM poperdes, . . A -25