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

Conduct of Business by Parent Pending the Merger. Parent covenants and agrees that, between the date of this Agreement and the Effective Time, except (a) as contemplated or permitted by any other provision of this Agreement or (b) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), Parent shall not do any of the following: (i) amend or otherwise change its certificate of incorporation or bylaws, except for any amendments or changes that would not (x) materially delay, materially impede or prevent the consummation of the Transactions and (y) adversely affect the stockholders of the Company in any material respect differently than the stockholders of Parent; (ii) declare, set aside, make or pay any extraordinary or special dividend, payable in cash, stock, property or otherwise, with respect to any of its capital stock; (iii) (A) acquire or merge with any business, Person or division thereof, or enter into any joint venture, within the orthopedics market, if the entering into of a definitive agreement relating to such acquisition, merger or joint venture or the consummation of 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 8.02(d)); or (B) acquire or merge with any business, Person or division thereof, if the entering into of a definitive agreement relating to such 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 (iv) authorize or agree to do any of, the foregoing.

Conduct of Business by Parent Pending the Merger. Parent covenants and agrees that, Acquisition Sub covenant and agree with the Company that between the date of this Agreement hereof and the Effective TimeTime or the date, except if any, on which this Agreement is terminated pursuant to Section 8.1, Parent and Acquisition Sub: (a) as contemplated or permitted by any other provision of this Agreement or (b) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), Parent shall not do any of the following: (i) amend or otherwise change its certificate any of incorporation or bylawsthe Parent Organizational Documents, except for any amendments or changes that would not (x) materially delay, materially impede or prevent the consummation of the Transactions and (y) adversely affect the stockholders of as may be consented to in writing by the Company in any material respect differently than the stockholders of Parent;(such consent not to be unreasonably withheld or delayed); and (iib) declareshall not, set aside, make or pay any extraordinary or special dividend, payable in cash, stock, property or otherwise, with respect to and shall not permit any of its capital stock; (iii) (A) affiliates to acquire or merge with agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any businessother manner, Person any business of any person or other business organization or division thereof, or enter into otherwise acquire or agree to acquire any joint venture, within assets if such business competes in any line of business of the orthopedics market, if Company and the entering into of a definitive agreement relating to to, or the consummation of, such acquisition, merger or joint venture 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 Governmental Authority necessary to consummate the transactions contemplated by this Agreement or the expiration or termination of any applicable waiting period, (ii) materially increase the risk of any Governmental Authority entering an order prohibiting the consummation of the transactions contemplated by this Agreement, (iii) materially increase the risk of not being able to remove any such acquisition, merger order on appeal or joint venture would be reasonably likely to otherwise or (iv) materially delay, materially impede delay or prevent the consummation of the Transactions (including the satisfaction of the conditions set forth in Section 8.01(d) and 8.02(d)); or (B) acquire or merge with any business, Person or division thereof, if the entering into of a definitive agreement relating to such 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 (iv) authorize or agree to do any of, the foregoingtransactions 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, between unless the date Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of this Agreement its subsidiaries to be conducted, in the ordinary course of business and consistent with past practice, other than actions taken by Parent or its subsidiaries in contemplation of the Effective TimeMerger, except (a) as contemplated and shall not directly or permitted by indirectly do, or propose to do, any other provision of this Agreement or (b) with the following without the prior written consent of the Company Company: (which consent shall not be unreasonably withheld, delayed or conditioned), Parent shall not do any of the following: (ia) amend or otherwise change its certificate Parent's Certificate of incorporation Incorporation (other than with respect to immaterial changes thereto), or bylawsamend the terms of the Parent Common Stock; (b) acquire or agree to acquire, except for by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any amendments other manner, any business or changes that 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 not (x) materially delay, materially impede delay or prevent the consummation of the Transactions and transactions contemplated by this Agreement; (yc) adversely affect the stockholders sell, transfer, license, sublicense or otherwise dispose of any material assets; or (d) take, or agree in writing or otherwise to take, any of the Company 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 material respect differently than the stockholders of Parent; (ii) declare, set aside, make or pay any extraordinary or special dividend, payable in cash, stock, property or otherwise, with respect to any of its capital stock; (iii) (A) acquire or merge with any business, Person or division thereof, or enter into any joint venture, within the orthopedics market, if the entering into of a definitive agreement relating to such acquisition, merger or joint venture or the consummation of 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 8.02(d)); or (B) acquire or merge with any business, Person or division thereof, if to the entering into of a definitive agreement relating Merger to such 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 (iv) authorize or agree to do any of, the foregoingsatisfied by Parent not being satisfied. ARTICLE VI ADDITIONAL AGREEMENTS SECTION 6.01.

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, between except as set forth in Section 4.03 of the date 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 business and consistent with past practice, including actions taken by Parent or its subsidiaries in contemplation of consummation of the Merger or other business acquisitions otherwise in compliance with this Agreement Agreement, and (ii) Parent shall not directly or indirectly do, or propose to do, any of the Effective Time, except (a) as contemplated or permitted by any other provision of this Agreement or (b) with following without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), Parent shall not do any of the followingCompany: (ia) amend or otherwise change its certificate of incorporation or bylawsthe Parent Charter Documents, except for 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 amendments other manner, any business or changes that 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 any such case, would not (x) materially delay, materially impede delay or prevent the consummation of the Transactions Merger and (y) adversely affect the stockholders other transactions contemplated by this Agreement or materially alter the nature or character of the Company in any material respect differently than the stockholders business of ParentParent as it is presently conducted; (iic) declare, set aside, make or pay any extraordinary dividend or special dividend, payable other distribution (whether in cash, stock, stock or property or otherwise, with any combination thereof) in respect to of any of its capital stock, except that a wholly owned subsidiary of Parent may declare and pay a dividend to its parent; (iiid) take any action to change its accounting policies or procedures (A) acquire or merge including, without limitation, procedures with any businessrespect to revenue recognition, Person or division thereofpayments of accounts payable and collection of accounts receivable), or enter into any joint venture, within except as required by a change in GAAP occurring after the orthopedics market, if the entering into of a definitive agreement relating to such acquisition, merger or joint venture or the consummation of 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 8.02(d)); or (B) acquire or merge with any business, Person or division thereof, if the entering into of a definitive agreement relating to such acquisition or merger or the consummation of such acquisition or merger would be reasonably likely to materially delay the effectiveness of the Registration Statementdate hereof; or (ive) authorize take or agree in writing or otherwise to do take any ofof the actions described in Sections 4.03(a) through (d) above, or any actions that would make any of the foregoingrepresentations 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 such that the condition in Section 6.03(b) would not be satisfied.

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, between unless the date Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of this Agreement its subsidiaries to be conducted, in the ordinary course of business and consistent with past practice, other than actions taken by Parent or its subsidiaries in contemplation of the Effective TimeMerger, except (a) as contemplated and shall not directly or permitted by indirectly do, or propose to do, any other provision of this Agreement or (b) with the following without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), Parent shall not do any of the followingCompany: (ia) amend or otherwise change its certificate Parent's Certificate of incorporation Incorporation (other than with respect to immaterial changes thereto), or bylawsamend the terms of the Parent Common Stock; (b) acquire or agree to acquire, except for by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any amendments other manner, any business or changes that 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 not (x) materially delay, materially impede delay or prevent the consummation of the Transactions and (y) adversely affect the stockholders of the Company in any material respect differently than the stockholders of Parenttransactions contemplated by this Agreement; (iic) declaresell, set asidetransfer, make license, sublicense or pay otherwise dispose of any extraordinary or special dividend, payable in cash, stock, property or otherwise, with respect to any of its capital stock; (iii) (A) acquire or merge with any business, Person or division thereof, or enter into any joint venture, within the orthopedics market, if the entering into of a definitive agreement relating to such acquisition, merger or joint venture or the consummation of 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 8.02(d)); or (B) acquire or merge with any business, Person or division thereof, if the entering into of a definitive agreement relating to such acquisition or merger or the consummation of such acquisition or merger would be reasonably likely to materially delay the effectiveness of the Registration Statementmaterial assets; or (ivd) authorize take, or agree in writing or otherwise to do take, any ofof the actions described in Section 5.03(a) through (c) above, or any action which would make any of the foregoingrepresentations 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 to be satisfied by Parent not being satisfied.

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, between unless the date Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of this Agreement 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 Effective Time, except (a) as contemplated or permitted by any other provision of this Agreement or (b) with following without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), Parent shall not do any of the followingCompany: (ia) amend or otherwise change its certificate Parent's Certificate of incorporation Incorporation, or bylawsamend the terms of the Parent Common Shares; (b) acquire or agree to acquire, except for by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any amendments other manner, any business or changes that 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 not (x) materially delay, materially impede delay or prevent the consummation of the Transactions and (y) adversely affect the stockholders of the Company in any material respect differently than the stockholders of Parenttransactions contemplated by this Agreement; (iic) declare, set aside, make or pay any extraordinary dividend or special dividend, payable other distribution (whether in cash, stock, stock or property or otherwise, with any combination thereof) in respect to of any of its capital stock; (iii) (A) acquire or merge with any business, Person or division thereof, or enter into any joint venture, within the orthopedics market, if the entering into except that a wholly-owned subsidiary of Parent may declare and pay a definitive agreement relating dividend to such acquisition, merger or joint venture or the consummation of 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 8.02(d)); or (B) acquire or merge with any business, Person or division thereof, if the entering into of a definitive agreement relating to such acquisition or merger or the consummation of such acquisition or merger would be reasonably likely to materially delay the effectiveness of the Registration Statementits parent; or (ivd) authorize take or agree in writing or otherwise to do take any of, action which would make any of the foregoingrepresentations 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.