M&A Boot Camp booklet 2023 - Flipbook - Page 127
(f) the Company shall not amend or waive any of its rights under, or permit the acceleration of vesting under: (i) any provision of any
Company Option Plan; (ii) any provision of any agreement evidencing any outstanding Company Option; or (iii) any provision of any
restricted stock agreement;
(g) the Company shall not amend or permit the adoption of any amendment to the Company’s Charter Documents, or effect or permit
the Company to become a party to any Acquisition Transaction, recapitalization, reclassification of shares, stock split, reverse stock split or
similar transaction;
(h) the Company shall not form any Subsidiary or acquire any equity interest or other interest in any other Entity;
(i) the Company shall not make any capital expenditure, except for capital expenditures that, when added to all other capital
expenditures made on behalf of the Company during the Pre-Closing Period, do not exceed $50,000;
(j) the Company shall not: (i) enter into, or permit any of the assets owned or used by it to become bound by, any Contract that is or
would constitute a Material Contract (including any Contract relating to the manufacture or assembly of any products of the Company and
any lease of any real property to be occupied by the Company); or (ii) amend or prematurely terminate, or waive any material right or remedy
under, any such Contract;
(k) the Company shall not: (i) acquire, lease or license any right or other asset from any other Person for an aggregate value in excess
of $25,000; (ii) sell or otherwise dispose of, or lease or license, any right or other asset to any other Person; or (iii) waive or relinquish any
right, material to the conduct of the business of the Company as currently conducted;
(l) the Company shall not: (i) lend money to any Person (except that the Company may make routine travel advances to current
employees of the Company in the ordinary course of business consistent with past practices); or (ii) incur or guarantee any indebtedness for
borrowed money;
(m) the Company shall not: (i) except as contemplated by this Agreement, establish, adopt, amend or terminate any Company Employee
Plan; (ii) pay any bonus or make any profit-sharing payment, cash incentive payment or similar payment, other than commissions paid in the
ordinary course of business and consistent with past practices; (iii) increase the amount of the wages, salary, commissions, fringe benefits or
other compensation (including equity-based compensation, whether payable in cash or otherwise) or remuneration payable to any of its
directors, officers or employees; (iv) promote or change the title of any of its employees (retroactively or otherwise); or (v) hire or make an
offer to hire any new employee;
(n) except as required by GAAP, the Company shall not change any of its methods of accounting or accounting practices in any
material respect;
(o) the Company shall not make or change any Tax election, adopt or change a material accounting method in respect of Taxes, enter
into a Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settle or comprise a claim, notice,
audit report or assessment in respect of Taxes, or consent to an extension or waiver of the statutory limitation period applicable to a claim or
assessment in respect of Taxes;
37.