Supercuts 2008 Annual Report Download - page 143

approvals of all federal, state, local and foreign governments and governmental agencies in connection with the matters contemplated by this
Agreement.
4.5 Operation of Business . Except as otherwise contemplated or provided in this Agreement, the Company shall (and the Company
shall cause its Subsidiaries to) operate their business only in the usual and ordinary course of business consistent with past practice and use
reasonable best efforts to preserve the goodwill and organization of their business and the relationships with their customers, suppliers,
employees and other Persons having business relations with the Company and its Subsidiaries. Without limiting the generality of the foregoing,
prior to the Closing, except as otherwise contemplated or provided in this Agreement, neither the Seller or the Company shall (and the Company
shall not permit any of its Subsidiaries to):
(a) take or omit to take any action that would require disclosure under Section 5.9 below or that would otherwise result in a breach of any
of the representations, warranties or covenants made by Seller in this Agreement;
(b) take any action or omit to take any action which act or omission would reasonably be anticipated to have a Material Adverse Effect;
(c) (i) enter into any contract out of the ordinary course of business or restricting in any material respect the conduct of its business,
(ii) make any loans or Investments (other than advances to the Company's or its Subsidiaries' employees in the ordinary course of business
consistent with past custom and practice), (iii) increase the compensation, incentive arrangements or other benefits to any officer or employee of
the Company or its Subsidiaries, except for increases or bonuses made in the ordinary course of business consistent with past custom and
practice, (iv) redeem, purchase or otherwise acquire directly or indirectly any of its issued and outstanding Capital Stock, or any outstanding
rights or securities exercisable or exchangeable for or convertible into its Capital Stock, or declare or pay or make any distribution or dividend to
any of its shareholders or other Persons, (v) amend its certificate of incorporation or bylaws (or equivalent documents) or issue or agree to issue
any Capital Stock or any rights or options to acquire, or securities convertible into or exchangeable for, any of its Capital Stock, (vi) directly or
indirectly engage in any transaction, arrangement or contract with any officer, director, shareholder, trustee or beneficiary of any shareholder,
member, manager or other insider or Affiliate of Seller, the Company or any of its Subsidiaries (except pursuant to existing employment
agreements and existing benefit arrangements with the Company and its Subsidiaries, in each case that have been provided or disclosed to
Buyer), other than in the ordinary course of business consistent with past custom and practice as disclosed on the Affiliated Transactions
Schedule attached hereto (including, without limitation, by repaying any amounts owing from the Company or its Subsidiaries to Seller or its
Affiliates), (vii) execute any guaranty, issue any debt, borrow any money or otherwise incur or create any Indebtedness or liability (other than
liabilities in the ordinary course of business consistent with past practice); (viii) purchase, sell, lease or dispose of any material property or assets
(other than the purchase and sale of inventory and the purchase of capital equipment in the ordinary course of business consistent with past
practice); (ix) take or omit to take any action that has or would reasonably be expected to have the effect of accelerating to pre-Closing periods
sales to the trade or other customers that would otherwise be expected to occur after the Closing; (x) delay or postpone the payment of any
accounts payable or take or omit to take any action that has or would reasonably be expected to have the effect of deferring to post-Closing
periods expenses or payments that would otherwise be expected to occur prior the Closing; (xi) accelerate the collection of or discount any
accounts receivable; (xii) make any capital expenditures or commitments therefor in excess of $50,000 in the aggregate; (xiii) make any changes
to its normal and customary practices regarding the solicitation, booking and fulfillment of orders or the shipment and delivery of goods;
(xiv) cease from making accruals for obsolete inventory, vacation and other customary accruals; (xv) cease from maintaining adequate levels of
inventory or cease from insuring that accounts payable are current consistent with past practice; (xvi) abstain from making payments on any
Taxes, principal or interest on
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