Buyer shall use commercially reasonable efforts to integrate the Company’s Business with Buyer’s operations.  Buyer and Founders shall mutually determine (subject to and based upon the Governance Plan) whether to place new business in or with Buyer’s or Company’s locations, employees and/or personnel, based in part on cost information from Buyer provided at that time, including information on Buyer’s available seat capacity and associated lease costs, human resource recruitment fees, and other relevant factors; provided however that it is agreed that Founders shall have authority to make reasonable, good faith determinations with respect to the Company’s Philippines’ locations, and make reasonable, good faith delivery decisions for the Company’s current and new clients in the Philippines (but not the existing or new clients of Buyer or its other Affiliates), subject to Founders’ compliance with Buyer’s policies and procedures for budget and procurement approvals for all operating and capital expenses and compliance with applicable Laws and Buyer’s other policies and procedures.  Neither Founders, nor Buyer nor Company shall take any action, nor shall Buyer or Company require Founders to take actions on behalf of the Company, which are reasonably likely to result in a material adverse impact on Adjusted Normalized EBITDA.  Buyer and Founders shall mutually determine, subject to and based on the Governance Plan, which business the Company shall accept during the Interim Period (or until either Founder is no longer employed by the Company if earlier).