Common use of Conduct of Business by Parent Pending the Merger Clause in Contracts

Conduct of Business by Parent Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, unless the Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of its subsidiaries to be conducted, in the ordinary course of business, other than actions taken by Parent or its subsidiaries in contemplation of the Merger, and shall not directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company: (a) amend or otherwise change Parent's Certificate of Incorporation, or amend the terms of the Parent Common Shares; (b) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other person, which, in each case, would materially delay or prevent the consummation of the transactions contemplated by this Agreement; (c) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, except that a wholly-owned subsidiary of Parent may declare and pay a dividend to its parent; or (d) take or agree in writing or otherwise to take any action which would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect or prevent Parent from performing or cause Parent not to perform its covenants hereunder or result in any of the conditions to the Merger set forth herein not being satisfied except as contemplated by this Agreement.

Conduct of Business by Parent Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, unless the Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of its subsidiaries to be conducted, in the ordinary course of businessbusiness and consistent with past practice, other than actions taken by Parent or its subsidiaries in contemplation of the Merger, and shall not directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company: : (a) amend or otherwise change Parent's Certificate of IncorporationIncorporation (other than with respect to immaterial changes thereto), or amend the terms of the Parent Common Shares; Stock; (b) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other person, which, in each case, would materially delay or prevent the consummation of the transactions contemplated by this Agreement; ; (c) declaresell, set asidetransfer, make license, sublicense or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect otherwise dispose of any of its capital stock, except that a wholly-owned subsidiary of Parent may declare and pay a dividend to its parentmaterial assets; or or (d) take take, or agree in writing or otherwise to take take, any of the actions described in Section 5.03(a) through (c) above, or any action which would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect or prevent Parent from performing or cause Parent not to perform its covenants hereunder or would result in any of the conditions to the Merger set forth herein to be satisfied by Parent not being satisfied except as contemplated by this Agreementsatisfied. ARTICLE VI ADDITIONAL AGREEMENTS SECTION 6.01.

Conduct of Business by Parent Pending the Merger. During the period from Parent covenants and agrees that, between the date of this Agreement and continuing until the earlier of the termination Effective Time, except (a) as contemplated or permitted by any other provision of this Agreement or the Effective Time, Parent covenants and agrees that, unless the Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of its subsidiaries to be conducted, in the ordinary course of business, other than actions taken by Parent or its subsidiaries in contemplation of the Merger, and shall not directly or indirectly do, or propose to do, any of the following without (b) with the prior written consent of the CompanyCompany (which consent shall not be unreasonably withheld, delayed or conditioned), Parent shall not do any of the following: (ai) amend or otherwise change Parent's Certificate its certificate of Incorporationincorporation or bylaws, except for any amendments or amend the terms of the Parent Common Shares; changes that would not (bx) acquire or agree to acquirematerially delay, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other person, which, in each case, would materially delay impede or prevent the consummation of the transactions contemplated by this AgreementTransactions and (y) adversely affect the stockholders of the Company in any material respect differently than the stockholders of Parent; (cii) declare, set aside, make or pay any dividend extraordinary or other distribution (whether special dividend, payable in cash, stock or stock, property or any combination thereof) in otherwise, with respect of to any of its capital stock; (iii) (A) acquire or merge with any business, except that Person or division thereof, or enter into any joint venture, within the orthopedics market, if the entering into of a wholly-owned subsidiary definitive agreement relating to such acquisition, merger or joint venture or the consummation of Parent may declare such acquisition, merger or joint venture would be reasonably likely to materially delay, materially impede or prevent the consummation of the Transactions (including the satisfaction of the conditions set forth in Section 8.01(d) and pay 8.02(d)); or (B) acquire or merge with any business, Person or division thereof, if the entering into of a dividend definitive agreement relating to its parentsuch acquisition or merger or the consummation of such acquisition or merger would be reasonably likely to materially delay the effectiveness of the Registration Statement; or (div) take authorize or agree in writing or otherwise to take do any action which would make any of of, the representations or warranties of Parent contained in this Agreement untrue or incorrect or prevent Parent from performing or cause Parent not to perform its covenants hereunder or result in any of the conditions to the Merger set forth herein not being satisfied except as contemplated by this Agreementforegoing.

Conduct of Business by Parent Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, except as set forth in Section 4.03 of Parent Disclosure Schedule or as contemplated by the ADT Merger Agreement or unless the Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of its subsidiaries to be conducted, in the ordinary course of businessbusiness and consistent with past practice, other than actions taken by Parent or its subsidiaries in contemplation of the Merger, and shall not directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company: (a) amend or otherwise change Parent's Certificate Articles of Incorporation, Organization or amend the terms of the Parent Common SharesBy-Laws; (b) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other person, which, in each any such case, would materially delay or prevent the consummation of the transactions contemplated by this Agreement; (c) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, except that a wholly-wholly owned subsidiary of Parent may declare and pay a dividend to its parent, and except that Parent may declare and pay cash dividends of $0.05 per quarter consistent with past practice; or (d) take or agree in writing or otherwise to take any action which would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect or prevent Parent from performing or cause Parent not to perform its covenants hereunder or result in any of the conditions to the Merger set forth herein not being satisfied except as contemplated by this Agreement.hereunder. ARTICLE V

Conduct of Business by Parent Pending the Merger. During Parent and Acquisition Sub covenant and agree with the period from Company that between the date of hereof and the Effective Time or the date, if any, on which this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Timeis terminated pursuant to Section 8.1, Parent covenants and agrees that, unless the Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of its subsidiaries to be conducted, in the ordinary course of business, other than actions taken by Parent or its subsidiaries in contemplation of the Merger, and shall not directly or indirectly do, or propose to do, any of the following without the prior written consent of the CompanyAcquisition Sub: (a) shall not amend or otherwise change Parent's Certificate of Incorporation, or amend the terms any of the Parent Common Shares;Organizational Documents, except as may be consented to in writing by the Company (such consent not to be unreasonably withheld or delayed); and (b) shall not, and shall not permit any of its affiliates to acquire or agree to acquire, acquire by merging or consolidating with, or by purchasing an equity interest in or a substantial portion of the assets ofof or equity in, or by any other manner, any business or of any corporation, partnership, association person or other business organization or division thereof, or otherwise acquire or agree to acquire any assets if such business competes in any line of business of the Company and the entering into of a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any authorization, consent, order, declaration or approval of any other personGovernmental Authority necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period, which(ii) materially increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement, in each case, would (iii) materially increase the risk of not being able to remove any such order on appeal or otherwise or (iv) materially delay or prevent the consummation of the transactions contemplated by this Agreement; (c) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, except that a wholly-owned subsidiary of Parent may declare and pay a dividend to its parent; or (d) take or agree in writing or otherwise to take any action which would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect or prevent Parent from performing or cause Parent not to perform its covenants hereunder or result in any of the conditions to the Merger set forth herein not being satisfied except as contemplated by this Agreement.

Conduct of Business by Parent Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, except as set forth in Section 4.03 of Parent Disclosure Schedule or unless the Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of its subsidiaries to be conducted, in the ordinary course of businessbusiness and consistent with past practice, other than actions taken by Parent or its subsidiaries in contemplation of the Merger, and shall not directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company: (a) amend or otherwise change Parent's Certificate Memorandum of Incorporation, Association or amend the terms of the Parent Common SharesBye-Laws; (b) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other person, which, in each any such case, would materially delay or prevent the consummation of the Merger and the other transactions contemplated by this Agreement; (c) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, except that a wholly-wholly owned subsidiary of Parent may declare and pay a dividend to its parent, and except that Parent may declare and pay quarterly cash dividends of $0.025 per share consistent with past practice; or (d) take or agree in writing or otherwise to take any action which would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect or prevent Parent from performing or cause Parent not to perform its covenants hereunder or result in any of the conditions to the Merger set forth herein not being satisfied except as contemplated by this Agreementhereunder.

Conduct of Business by Parent Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, unless the Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of its subsidiaries to be conducted, in the ordinary course of businessbusiness and consistent with past practice, other than actions taken by Parent or its subsidiaries in contemplation of the Merger, and shall not directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company: (a) amend or otherwise change Parent's Certificate of IncorporationIncorporation (other than with respect to immaterial changes thereto), or amend the terms of the Parent Common SharesStock; (b) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other person, which, in each case, would materially delay or prevent the consummation of the transactions contemplated by this Agreement; (c) declaresell, set asidetransfer, make license, sublicense or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect otherwise dispose of any of its capital stock, except that a wholly-owned subsidiary of Parent may declare and pay a dividend to its parentmaterial assets; or (d) take take, or agree in writing or otherwise to take take, any of the actions described in Section 5.03(a) through (c) above, or any action which would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect or prevent Parent from performing or cause Parent not to perform its covenants hereunder or would result in any of the conditions to the Merger set forth herein to be satisfied by Parent not being satisfied except as contemplated by this Agreementsatisfied.

Conduct of Business by Parent Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, unless the Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of its subsidiaries to be conducted, in the ordinary course of businessbusiness and consistent with past practice, other than actions taken by Parent or its subsidiaries in contemplation of the Merger, and shall not directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company: : (a) amend or otherwise change Parent's Certificate Articles of IncorporationOrganization, or amend the terms of the Parent Common Shares; ; (b) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, 24 29 association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other person, which, in each case, would materially delay or prevent the consummation of the transactions contemplated by this Agreement; ; (c) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, except that a wholly-wholly owned subsidiary of Parent may declare and pay a dividend to its parent; or (d) sell, transfer, license, sublicense or otherwise dispose of any material assets; (e) take or allow to be taken or fail to take any act or omission within the control of Parent or Merger Sub which would reasonably be expected to jeopardize the treatment of the Merger as a pooling of interests for accounting purposes under GAAP; or (f) take, or agree in writing or otherwise to take take, any of the actions described in Sections 4.03(a) through (e) above, or any action which would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect in any material respect or prevent Parent from performing in any material respect or cause Parent not to perform in any material respect its covenants hereunder or result in any of the conditions to of the Merger set forth herein not being satisfied except as contemplated by this Agreementsatisfied. ARTICLE V ADDITIONAL AGREEMENTS SECTION 5.01.

Conduct of Business by Parent Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, except as set forth in Section 4.03 of the Parent Disclosure Schedule or unless the Company shall otherwise agree in writing, Parent shall take all action necessary so that (i) Parent shall conduct its business, and cause the businesses of its subsidiaries to be conducted, in the ordinary course of businessbusiness and consistent with past practice, other than including actions taken by Parent or its subsidiaries in contemplation of consummation of the MergerMerger or other business acquisitions otherwise in compliance with this Agreement, and (ii) Parent shall not directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company: (a) amend or otherwise change Parent's Certificate of Incorporation, or amend the terms of the Parent Common SharesCharter Documents, except as contemplated by this Agreement; (b) acquire or agree to acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets of any other person, or dispose of any assets, which, in each any such case, would materially delay or prevent the consummation of the Merger and the other transactions contemplated by this AgreementAgreement or materially alter the nature or character of the business of Parent as it is presently conducted; (c) declare, set aside, make or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, except that a wholly-wholly owned subsidiary of Parent may declare and pay a dividend to its parent; (d) take any action to change its accounting policies or procedures (including, without limitation, procedures with respect to revenue recognition, payments of accounts payable and collection of accounts receivable), except as required by a change in GAAP occurring after the date hereof; or (de) take or agree in writing or otherwise to take any action which of the actions described in Sections 4.03(a) through (d) above, or any actions that would make any of the representations or warranties of Parent contained in this Agreement untrue or incorrect such that the conditions in Section 6.03(a) would not be satisfied or prevent Parent from performing or cause Parent not to perform its covenants hereunder or result such that the condition in any of the conditions to the Merger set forth herein Section 6.03(b) would not being satisfied except as contemplated by this Agreementbe satisfied.