(ii) Since December 31, 2018 and through the date of this Agreement, the Company and its Subsidiaries have conducted their respective businesses in the ordinary course of such businesses consistent with past practice in all material respects and there has not been any action taken by the Company or any of its Subsidiaries that, if taken by the Company or any of its Subsidiaries during the period from the date of this Agreement through the Effective Time without Parents consent, would constitute a violation of Sections 6.1(a), 6.1(b), 6.1(e), 6.1(f), 6.1(i), 6.1(j), 6.1(n), 6.1(o), 6.1(p) or 6.1(q) in any material respect.
(g) Litigation and Liabilities.
(i) There are no civil, criminal, administrative, investigative or appellate actions, suits, claims, hearings, arbitrations, litigations, mediations, hearings, inquiries, audits, examinations, investigations or other proceedings (Proceedings), pending or threatened in writing against the Company, any of its Subsidiaries, or any of their respective directors, officers or employees, in their capacities as such, except for those that would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.
(ii) There are no obligations or liabilities of the Company or any of its Subsidiaries, whether or not accrued, contingent, absolute or otherwise other than (A) liabilities or obligations disclosed, reflected, reserved against or otherwise provided for in the consolidated balance sheet of the Company as of September 30, 2019 and the notes thereto set forth in the Companys quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2019 (the Company Balance Sheet), (B) liabilities or obligations incurred in the ordinary course of business consistent with past practice since September 30, 2019, (C) liabilities or obligations arising out of this Agreement or the transactions contemplated hereby or (D) liabilities or obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to or subject to the provisions of any judgment, order, writ, injunction, decree, award, stipulation or settlement of or with any Governmental Entity that would, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries taken as a whole (except to the extent expressly consented to by Parent pursuant to Section 6.5) or that would prevent, materially delay or materially impair the ability of the Company to consummate the Merger.
(h) Employee Benefits.
(i) For the purposes of this Agreement, the term Company Plan shall mean any material benefit and compensation plan, policy, program or arrangement maintained, sponsored or contributed to by the Company or any of its Subsidiaries covering current or former employees of the Company and its Subsidiaries and current or former directors of the Company or with respect to which the Company or any Subsidiary has any direct or contingent liability, including employee benefit plans within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and any incentive and bonus, deferred compensation, stock purchase, employment, retirement, severance, restricted stock, stock option, stock appreciation rights or stock based plans or any other employee benefit plans, programs or arrangements but excluding any statutory benefit plans. Each Company Plan is listed in Section 5.1(h)(i) of the Company Disclosure Letter. True and complete copies of each of the Company Plans, and all amendments thereto, have been provided or made available to Parent on or prior to the date of this Agreement.