Audiovox 2012 Annual Report Download - page 115

29 of 61
15. Covenants
15.1 The Sellers shall between the Signing Date and the Completion Date (i) without the written consent of the Purchaser not
sell, transfer or otherwise dispose of, or create any encumbrances on, the Transaction Shares and (ii) use reasonable
best efforts to ensure that (A) the Companies will conduct their respective operations and affairs in the ordinary course
of business and exercise commercially reasonable best efforts to preserve intact their respective business
organization, personnel and goodwill, except in either case for actions taken with Purchaser's prior written consent, and
to prepare for the consummation of the Transaction contemplated by this Agreement, and (B) with respect to any of the
Companies none of the following shall occur without the written consent of the Purchaser:
a. any increase or decrease of the stated capital or the redemption of any shares;
b. any merger, split, dissolution, liquidation or other significant change of the corporate structure;
c. any payment or resolution of a dividend or other distribution to shareholders ( sonstige Ausschüttungen an
Gesellschafter) except for dividends or other distributions to the Companies;
d. any acquisition or disposal of a business outside ordinary course of business;
e. any incurrence or guarantee of any indebtedness for borrowed money (excluding drawings under existing loan
agreements with financial institutions in the ordinary course of business necessary to carry out the business of
the Companies as presently conducted) exceeding an aggregate amount of EUR 100,000.00 (in words: one
hundred thousand Euro);
f. the acquisition or sale of any fixed assets with a value in excess of EUR 200,000.00 (in words: two hundred
thousand Euro) in each individual case outside the ordinary course of business;
g. any investments with a value in excess of EUR 200,000.00 (in words: two hundred thousand Euro);
h. the termination by the Companies of (i) supplier contracts with an annual contract volume of more than
EUR 1,000,000.00 (in words: one million Euro) or (ii) customer contracts;
i. the termination by the Companies of the employment of any of the employees listed in Annex 15.1.i (the "Key
Employees");
j. any change in, or commitment to change, any compensation or benefit of any of the employees whose annual
salary (including performance-related payments, bonuses and any benefits) in the previous year exceeded EUR
100,000.00 (in words: one hundred thousand Euro) other than in the ordinary course of business;
HAM-#3033739-v1P+P Pöllath+Partners /07.02.12/16:22