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<br />or other equity interests, other than the issuance of shares 'of Company Common Stock upon <br />the exercise of stock options in accordance with their present terms; <br /> <br />(xi) amend any existing Benefit Plan or establish or adopt any new.Benefit <br />Plan (other than as required by'Legal Requirements or done in the ordinary course of <br />business); <br /> <br />(xii) enter into any new, or amend in any material respect any existing, <br />employment, severance or consulting agreement, sales agency or other Contract with respect <br />to the performance of personal services, except (A) any such new agreement providing for <br />cash compensation ofless than $100,000 per annum entered into in the ordinary course of <br />business; and (B) any individuals hired on an at-will basis to replace current employees or <br />to service customer contracts that commence after the date hereof; <br /> <br />(xiii) except for capital expenditures, which shall be governed by <br />Section 5.8, acquire (by merger, consolidation, acquisition of stock or assets or otherwise), <br />directly or indirectly, any assets, other than (A) pursuant to agreements in effect as of the <br />date hereof, or (B) assets having a fair market value not exceeding $5,000,000 in the <br />aggregate (and not involving Basic Subscribers in the aggregate of 1 ,500 or more); <br /> <br />(xiv) incur, assume or guarantee any indebtedness for borrowed money <br />other than in the ordinary course of business and in amounts and on terms consistent with <br />past practices; or <br /> <br />(xv) enter into or amend in any material respect (A) any joint venture, <br />partnership or other similar arrangement (other than joint ventures, partnerships or similar <br />arrangements involving, in the aggregate, no more than 1,500 Basic Subscribers), (B) any <br />agreement for the provision by one or more third parties of telephony, data or other services <br />through the facilities of one or more of the Cable Systems of any Company Entity, which is <br />exclusive or which cannot be terminated within six months of the Effective Time without <br />any penalty, or (C) any agreement providing for the right to use the facilities of one or more <br />of the Cable Systems of the Company Entities, which is exclusive or which cannot be <br />terminated within six months of the Effective Time without any penalty. <br /> <br />(b) Companv's Affirmative Covenants. From the date hereof through the Closing, <br />unless otherwise required or permitted by any other provision of this Agreement or any Related <br />Agreement, the Company shall and shall cause the other Company Entities to: <br /> <br />(i) in all material respects operate the business of each of the Company <br />Entities in the ordinary course of business; <br /> <br />(ii) use reasonable efforts to preserve the goodwill and business of the <br />subscribers, customers, advertisers, employees, suppliers and others having business <br />relations with the Company Entities; <br /> <br />A Tl/90584-8 <br /> <br />34 <br />