(b) issue, deliver, sell, transfer, lease, sublease, license, pledge, dispose of, grant or encumber, or authorize the issuance, delivery, sale, transfer, lease, sublease, license, pledge, disposition, grant or encumbrance of, (i) any shares of any Company Securities or Company Subsidiary Securities (including the grant of any equity or equity-based award in respect of Company Securities or Company Subsidiary Securities under the Stock Incentive Plan or otherwise), or (ii) any property or asset (whether real, personal or mixed, and including leasehold interests and intangible property) of the Company or any Company Subsidiary having a current value in excess of US$2,000,000 individually or US$10,000,000 in the aggregate with other property or assets, except solely in the case of (ii) in the ordinary course of business and in a manner consistent with past practice or pursuant to the existing Contracts;
(c) (i) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its shares, or (ii) split, combine or reclassify any of its shares, other than dividends paid by a wholly-owned Company Subsidiary to its parent or another Company Subsidiary, or (iii) amend any term of any Company Security or any Company Subsidiary Security (in each case, whether by merger, consolidation or otherwise);
(d) reclassify, combine, split, subdivide or redeem or offer to redeem, or purchase, offer to purchase or otherwise acquire, directly or indirectly, any of its Company Securities (including Shares) or Company Subsidiary Securities, or any options, warrants, convertible securities or other rights exchangeable into or convertible or exercisable for any of its Company Securities (including Shares) or Company Subsidiary Securities;
(e) effect or commence any liquidation, dissolution, scheme of arrangement, merger, consolidation, amalgamation, restructuring, reorganization or similar transaction involving the Company or any Company Subsidiary, or create any new Company Subsidiaries that qualify as “significant subsidiaries” as defined in Rule 1-02 of Regulation S-X promulgated under the Securities Act, other than the merger, consolidation, amalgamation or other combination of any wholly-owned Company Subsidiary with any other wholly-owned Company Subsidiary;
(f) (i) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, or make any capital contribution or investment in, any corporation, partnership, other business organization or any division thereof; (ii) acquire any material assets, other than purchases of inventory and other assets in the ordinary course of business or pursuant to any existing Contracts; (iii) incur, assume, alter, amend or modify any Indebtedness in excess of US$10,000,000 in the aggregate, or guarantee such Indebtedness, or issue any debt securities or make any loans or advances in excess of US$1,000,000 individually or US$10,000,000 in the aggregate, except solely in the case of (iii) in the ordinary course of business and in a manner consistent with past practice; or (iv) authorize, or make any commitment with respect to, any single capital expenditure that is not budgeted in the Company’s current plan approved by the Company Board as of the date hereof which is in excess of US$1,000,000 or capital expenditures which are, in the aggregate, in excess of US$5,000,000 for the Company and the Company Subsidiaries taken as a whole, other than, in the case of this clause (iv), expenditures consistent with past practice necessary to maintain existing assets in good repair;
(g) make any changes with respect to any financial accounting policies, methods or procedures, except as required by changes in statutory or regulatory accounting rules, GAAP or applicable Laws and as agreed to by its independent public accountants;
(h) except in the ordinary course of business consistent with past practice, enter into, or materially amend, or modify or consent to the termination of any Material Contract or material lease for real property or any other Contract which was, or would have been a Material Contract if in effect on the date of this Agreement, or amend, waive, modify, release, assign or consent to the termination of the Company’s or any Company Subsidiary’s material rights thereunder;
(i) pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary course of business consistent with past practice of liabilities reflected or reserved against in the Company’s balance sheet as included in the Company SEC Reports, or incurred subsequent to such date in the ordinary course of business consistent with past practice;