Common use of No Solicitation by the Company Clause in Contracts

No Solicitation by the Company. (a) The Company shall not, nor shall it permit any other Acquired Company to, nor shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal (as defined below) or (ii) participate in any discussions or negotiations regarding any Takeover Proposal; provided, however, that if, at any time prior to the date of the Company Shareholders Meeting (the "APPLICABLE PERIOD"), the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's shareholders under applicable law, the Company and its representatives may, in response to a Superior Proposal which was not solicited by it or which did not otherwise result from a breach of this Section 5.7(a), and subject to providing prior written notice of its decision to take such action to Stryker and compliance with Section 5.7(c), (x) furnish information with respect to the Company and its Subsidiaries to any person making a Superior Proposal pursuant to a customary confidentiality agreement (as determined by the Company after consultation with its outside counsel) and (y) participate in discussions or negotiations regarding such Superior Proposal. For purposes of this Agreement, "TAKEOVER PROPOSAL" means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of assets of the Company other than in the Ordinary Course of Business, or any shares of any class or series of equity securities of the Company or any of its Subsidiaries, any tender offer or exchange offer for shares of any class or series of equity securities of the Company or any of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement.

No Solicitation by the Company. (a) The the Company shall not, nor ------------------------------ shall it permit any other Acquired Company of its Subsidiaries to, nor shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal (as defined below) or (ii) participate in any discussions or negotiations regarding any Takeover Proposal; provided, however, that if, at any time prior to the date of the Company Shareholders Stockholders Meeting (the "APPLICABLE PERIODApplicable Period"), the Board of ----------------- Directors of the Company determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's shareholders stockholders under applicable law, the Company and its representatives may, in response to a Superior Proposal which was not solicited by it or which did not otherwise result from a breach of this Section 5.7(a5.2(a), and subject to providing prior written notice of its decision to take such action to Stryker Lucent and compliance with Section 5.7(c5.2(c), (x) furnish information with respect to the Company and its Subsidiaries to any person making a Superior Proposal pursuant to a customary confidentiality agreement (as determined by the Company after consultation with its outside counsel) and (y) participate in discussions or negotiations regarding such Superior Proposal. For purposes of this Agreement, "TAKEOVER PROPOSALTakeover Proposal" means any inquiry, proposal ----------------- or offer from any person relating to any direct or indirect acquisition or purchase of 15% or more of the assets of the Company other than in the Ordinary Course of Businessand its Subsidiaries, taken as a whole, or any shares 15% or more of any class or series of equity securities of the Company or any of its Subsidiaries, any tender offer or exchange offer for shares that if consummated would result in any person beneficially owning 15% or more of any class or series of equity securities of the Company or any of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement. (b) Neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to Lucent, the approval or recommendation by such Board of Directors or such committee of the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Takeover Proposal, or (iii) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement or propose publicly or agree to do any of the foregoing (each, an "Acquisition Agreement") related to --------------------- any Takeover Proposal, other than any such agreement entered into concurrently with a termination pursuant to the next sentence in order to facilitate such action. Notwithstanding the foregoing, during the Applicable Period, in response to a Superior Proposal which was not solicited by the Company and which did not otherwise result from a breach of Section 5.2(a), if the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's stockholders under applicable law, the Board of Directors of the Company may (subject to this and the following sentence) terminate this Agreement (and concurrently with or after such termination, if it so chooses, cause the Company to enter into any Acquisition Agreement with respect to any Superior Proposal), but only at a time that is during the Applicable Period and is after the tenth business day following Lucent's receipt of written notice advising Lucent that the Board of Directors of the Company is prepared to accept a Superior Proposal, specifying the material terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal. For purposes of this Agreement, a "Superior Proposal" means any proposal made by a ----------------- third party to acquire, directly or indirectly, including pursuant to a tender offer, exchange offer, merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction, for consideration consisting of cash and/or securities, more than 50% of the combined voting power of the shares of the Company Common Stock then outstanding or all or substantially all the assets of the Company and otherwise on terms which the Board of Directors of the Company determines in its good faith judgment (based on the advice of a financial advisor of nationally recognized reputation) to be more favorable to the Company's stockholders than the Merger and for which financing, to the extent required, is then committed or which, in the good faith judgment of the Board of Directors of the Company, is reasonably capable of being obtained by such third party. (c) In addition to the obligations of the Company set forth in paragraphs (a) and (b) of this Section 5.2, the Company shall promptly (and no later than 48 hours) advise Lucent orally and in writing of any request for information or of any Takeover Proposal, the material terms and conditions of such request or Takeover Proposal and the identity of the Person making such request or Takeover Proposal. The Company will keep Lucent informed of the status and material terms and conditions (including amendments or proposed amendments) of any such request or Takeover Proposal. (d) Nothing contained in this Section 5.2 shall prohibit the Company from taking and disclosing to its stockholders a position contemplated by Rule 14e-2(a) promulgated under the Exchange Act or from making any disclosure to the Company's stockholders if, in the good faith judgment of the Board of Directors of the Company, after consultation with outside counsel, failure so to disclose would be inconsistent with its obligations under applicable law; provided, that, -------- except as expressly permitted by this Section 5.2, neither the Company nor its Board of Directors nor any committee thereof shall withdraw or modify, or propose publicly to withdraw or modify, its position with respect to this Agreement or the Merger or approve or recommend, or propose publicly to approve or recommend, a Takeover Proposal.

No Solicitation by the Company. (a) The Company shall not, nor shall it permit any other Acquired Company of its Subsidiaries to, nor shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries subsidiaries to, directly or indirectly through another person, (i) solicit, initiate or knowingly - encourage (including by way of furnishing non-public information), or take any other action designed to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any which constitutes a Company Takeover Proposal (as defined below) or (ii) -- participate in any discussions or negotiations regarding any Company Takeover Proposal; provided, however, that ifif and to the extent that, at any time prior -------- ------- to the date time of the Company Shareholders Meeting (adoption of this Agreement by the "APPLICABLE PERIOD")Company's shareholders at the Special Meeting, the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply act in a manner consistent with its fiduciary duties to the Company's shareholders under applicable law, the Company and its representatives may, in response to a Superior any Company Takeover Proposal which was not solicited by it or and which did not otherwise result from a breach of this Section 5.7(a5.2(a), and subject to providing prior written notice of any such proposal or any such request for non-public information and of its decision to take such action to Stryker MergerCo and compliance with Section 5.7(c5.2(c), (x) furnish information with respect to the Company and its Subsidiaries to any person inquiring about or making a Superior Company Takeover Proposal pursuant to a customary confidentiality agreement (as determined by the Company after consultation with based on the advice of its outside counsel) and (y) participate in discussions or negotiations regarding such Superior Company Takeover Proposal. For purposes of this Agreement, "TAKEOVER PROPOSALCompany Takeover Proposal" means any inquiry, proposal or offer from any person relating to any Company Takeover Event. For purposes of this Agreement, "Company Takeover Event" means any direct or indirect acquisition or purchase of a business that constitutes 50% or more of the net revenues, net income or assets of the Company other than in the Ordinary Course of Businessand its Subsidiaries, taken as a whole, or any shares 50% or more of any class or series of equity securities of the Company or any of its SubsidiariesCompany, any tender offer or exchange offer for shares that if consummated would result in any person beneficially owning 50% or more of any class or series of any equity securities of the Company or any of its SubsidiariesCompany, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (or any Subsidiary whose business constitutes 50% or more of the net revenues, net income or assets of the Company and its SubsidiariesSubsidiaries taken as a whole), other than the transactions contemplated by this Agreement.

No Solicitation by the Company. (a) The Company shall not, nor shall it permit any other Acquired Company of its Subsidiaries to, nor shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries subsidiaries to, directly or indirectly through another person, (i) solicit, initiate or knowingly encourage - (including by way of furnishing non-public information), or take any other action designed to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any which constitutes a Company Takeover Proposal (as defined below) or (ii) participate -- in any discussions or negotiations regarding any Company Takeover Proposal; provided, however, that ifif and to the extent that, at any time prior to the date time -------- ------- of the Company Shareholders Meeting (adoption of this Agreement by the "APPLICABLE PERIOD")Company's shareholders at the Special Meeting, the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply act in a manner consistent with its fiduciary duties to the Company's shareholders under applicable law, the Company and its representatives may, in response to a Superior any Company Takeover Proposal which was not solicited by it or and which did not otherwise result from a breach of this Section 5.7(a5.2(a), and subject to providing prior written notice of any such proposal or any such request for non-public information and of its decision to take such action to Stryker MergerCo and compliance with Section 5.7(c5.2(c), (x) furnish information with respect to the Company and its Subsidiaries to any person inquiring about or making a Superior Company Takeover Proposal pursuant to a customary confidentiality agreement (as determined by the Company after consultation with based on the advice of its outside counsel) and (y) participate in discussions or negotiations regarding such Superior Company Takeover Proposal. For purposes of this Agreement, "TAKEOVER PROPOSALCompany Takeover Proposal" means any inquiry, proposal or offer from any person relating to any Company Takeover Event. For purposes of this Agreement, "Company Takeover Event" means any direct or indirect acquisition or purchase of a business that constitutes 50% or more of the net revenues, net income or assets of the Company other than in the Ordinary Course of Businessand its Subsidiaries, taken as a whole, or any shares 50% or more of any class or series of equity securities of the Company or any of its SubsidiariesCompany, any tender offer or exchange offer for shares that if consummated would result in any person beneficially owning 50% or more of any class or series of any equity securities of the Company or any of its SubsidiariesCompany, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company (or any Subsidiary whose business constitutes 50% or more of the net revenues, net income or assets of the Company and its SubsidiariesSubsidiaries taken as a whole), other than the transactions contemplated by this Agreement.

No Solicitation by the Company. (a) The Except as provided in Section 4.5(b), the Company agrees that, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 6.1, the Company shall not, nor shall it permit any other Acquired Company of its Subsidiaries to, nor shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it (including the Company's Financial Advisor) or any of its Subsidiaries to, directly or indirectly through another personPerson, (i) solicit, initiate initiate, request or encourage take any other action to facilitate (including by way of furnishing non-public information), or take any other action to facilitate, ) any inquiries or the making of any proposal that constitutesor offer from any third party other than the Parent or its Affiliates regarding any merger, sale of substantial assets, sale or may reasonably be expected purchase of (or right to lead to, sell or purchase) shares of capital stock (other than pursuant to the exercise of stock options outstanding on the date of this Agreement) or similar transactions involving the Company or any Takeover Proposal of its Subsidiaries (as defined belowan "Acquisition Proposal") or (ii) participate in any -------------------- discussions or negotiations regarding any Takeover Acquisition Proposal; provided, -------- however, that if, at any time time, the Board of Directors of the Company determines ------- in good faith, after consultation with and receipt of advice from outside counsel, that it is necessary to do so in order to act in a manner consistent with its fiduciary duties to the Company's stockholders under applicable law, the Company may, in response to what the Board of Directors determines, in good faith after consultation with and receipt of advice from outside counsel, is reasonably likely to lead to a Superior Proposal (as defined below) and subject to delivering a Company Notice (as defined in paragraph (c) below) and compliance with the other provisions of paragraph (c) below, following delivery of the Company Notice (x) furnish information with respect to the Company and its Subsidiaries to any Person making such Acquisition Proposal pursuant to a confidentiality agreement entered into between such Person and the Company with terms no less favorable to the Company than those contained in Section 4.2 of this Agreement and (y) participate in discussions or negotiations regarding such Acquisition Proposal. Immediately following the execution and delivery of this Agreement by the parties hereto, the Company will cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted with respect to the foregoing. Promptly following the execution of this Agreement by the parties hereto, the Company will request each Person that has, prior to the date of this Agreement, executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of the Company Shareholders Meeting or any of its Subsidiaries. (b) Except as expressly permitted by this Section 4.5, neither the Board of Directors of the Company nor any committee thereof shall (i) withdraw or modify, or propose publicly to withdraw or modify, in a manner adverse to the Parent, the approval or recommendation by such Board of Directors or such committee of the Merger or this Agreement, (ii) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal, or (iii) cause the Company to enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement (each, a "APPLICABLE PERIODCompany Acquisition Agreement")) ----------------------------- related to any Acquisition Proposal. Notwithstanding the foregoing, if at any time the Board of Directors of the Company determines in good faith, after consultation with and receipt of advice from outside counsel, that it is necessary to do so in order to comply act in a manner consistent with its fiduciary duties to the Company's shareholders stockholders under applicable law, subject to compliance with paragraph (c) below, the Board of Directors of the Company (x) may withdraw or modify, or propose publicly to withdraw or modify, any approval or recommendation by such Board of Directors or such committee of the Merger or this Agreement and its representatives may(y) may approve or recommend, in response or propose publicly to approve or recommend, a Superior Proposal and (z) may cause the Company to enter into a Company Acquisition Agreement related to a Superior Proposal which was not solicited by it or which did not otherwise result from a breach of and may terminate this Section 5.7(a), and subject to providing prior written notice of its decision to take such action to Stryker and compliance with Section 5.7(c), (x) furnish information with respect to the Company and its Subsidiaries to any person making a Superior Proposal Agreement pursuant to a customary confidentiality agreement (as determined by the Company after consultation with its outside counselSection 6.1(d) and (y) participate in discussions or negotiations regarding accept such Superior Proposal. For purposes of this Agreement, a "TAKEOVER PROPOSALSuperior Proposal" means any inquiry, proposal Acquisition ----------------- Proposal providing for the merger of the Company or offer from any person relating to any direct the acquisition of all or indirect acquisition substantially all of the capital stock or purchase of assets of the Company other than in which (i) the Ordinary Course Board of Business, or any shares of any class or series of equity securities Directors of the Company or determines in good faith is reasonably likely to be consummated, taking into account the Person making the proposal and all legal, financial and regulatory aspects of the proposal, including any break-up fees, expense reimbursement provisions and conditions to consummation, and (ii) the Board of Directors determines in good faith (after consultation with and based upon the advice of its Subsidiariesoutside financial advisors) would, any tender offer or exchange offer for shares of any class or series of equity securities of if consummated, result in a more favorable transaction to the Company or any of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, other Company's stockholders than the transactions transaction contemplated by this Agreement. Notwithstanding the existence of one or more Superior Proposals or anything in this Section 4.5 to the contrary, the Stockholder Agreement and Company Option Agreement shall remain in full force and effect in accordance with their terms. (c) In addition to the obligations of the Company as set forth in paragraphs (a) and (b) of this Section 4.5, the Company shall advise the Purchaser orally and in writing of any request for non-public information, any Acquisition Proposal, including all of the material proposed terms of such Acquisition Proposal, the identity of the third party, or any decision by the Company to take any of the actions permitted in clauses (x) or (y) of paragraph (a) above (with any such notice referred to as a "Company Notice"). Any such -------------- Company Notice will be delivered promptly after (and in no event later than 48 hours after) receipt of any request for non-public information or of any Acquisition Proposal and prior to the Company taking any of the actions permitted in clauses (x) or (y) of paragraph (a) above. In addition, in the event the Company intends to enter into a Company Acquisition Agreement relating to a Superior Proposal, the Company will deliver a Company Notice at least 48 hours prior to entering into such Company Acquisition Agreement, which Company Notice will identify the third party and the material proposed terms of such Superior Proposal. Subject to confidentiality agreement requirements imposed by any such third party and which the Board of Directors determines in good faith, after consultation with and receipt of advice from outside counsel, are necessary to enter into in order to act in a manner consistent with its fiduciary duties to the Company's stockholders under applicable law, the Company will keep the Purchaser reasonably informed of the status of any such request or Acquisition Proposal and will update the information required to be provided in the Company Notice upon the request of the Purchaser. (d) Nothing in this Section 4.5 is intended or shall be construed to prevent (i) the Board of Directors of the Company from taking, and disclosing to the Company's stockholders, a position contemplated by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with respect to any tender offer and (ii) from pursuing or negotiating any Strategic Relationship, subject to compliance with Section 4.1(b).

No Solicitation by the Company. (a) The the Company shall not, nor shall it permit any other Acquired Company of its Subsidiaries to, nor shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal (as defined below) or (ii) participate in any discussions or negotiations regarding any Takeover Proposal; provided, however, that if, at any time prior to the date of the Company Shareholders Stockholders Meeting (the "APPLICABLE PERIODApplicable Period"), the Board of Directors of the Company determines in good faith, after consultation with outside counsel, that it is necessary to do so in order to comply with its fiduciary duties to the Company's shareholders stockholders under applicable law, the Company and its representatives may, in response to a Superior Proposal which was not solicited by it or which did not otherwise result from a breach of this Section 5.7(a5.2(a), and subject to providing prior written notice of its decision to take such action to Stryker Lucent and compliance with Section 5.7(c5.2(c), (x) furnish information with respect to the Company and its Subsidiaries to any person making a Superior Proposal pursuant to a customary confidentiality agreement (as determined by the Company after consultation with its outside counsel) and (y) participate in discussions or negotiations regarding such Superior Proposal. For purposes of this Agreement, "TAKEOVER PROPOSALTakeover Proposal" means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of 15% or more of the assets of the Company other than in the Ordinary Course of Businessand its Subsidiaries, taken as a whole, or any shares 15% or more of any class or series of equity securities of the Company or any of its Subsidiaries, any tender offer or exchange offer for shares that if consummated would result in any person beneficially owning 15% or more of any class or series of equity securities of the Company or any of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement.

No Solicitation by the Company. (a) The Company shall not, nor shall it permit any other Acquired Company Subsidiary to, nor shall it authorize or knowingly permit any of its directorsofficer, officers director or employees employee of, or any investment banker, financial advisor, attorney, accountant attorney or other advisor or representative retained by it of, the Company or any of its Subsidiaries Company Subsidiary to, directly or indirectly through another person, (i) directly or indirectly solicit, initiate or encourage the submission of, any Company Takeover Proposal (including by way of furnishing informationas defined in Section 5.2(f)), (ii) enter into any agreement with respect to any Company Takeover Proposal or (iii) directly or indirectly participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate, facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal (as defined below) or (ii) participate in any discussions or negotiations regarding any Company Takeover Proposal; provided, however, that if, at any time prior to the date receipt of the Company Shareholders Meeting Shareholder Approval (the "APPLICABLE PERIODCompany Applicable Period"), the Board of Directors of if the Company determines in good faith, after consultation with outside counsel, receives a proposal or offer that it is necessary to do so in order to comply with its fiduciary duties to the Company's shareholders under applicable law, the Company and its representatives may, in response to a Superior Proposal which was not solicited by it or which the Company and that did not otherwise result from a breach or deemed breach of this Section 5.7(a5.2(a) and that the Company Board believes in good faith could result in a third party making a Company Superior Proposal (as defined in Section 5.2(b)), and subject to providing prior written notice of its decision to take such action to Stryker and compliance with Section 5.7(c5.2(c), the Company may (xA) furnish information with respect to the Company and its Subsidiaries to any the person making such a Superior Proposal proposal or offer pursuant to a customary confidentiality agreement the terms of which shall be no less favorable to the Company than the terms of the Confidentiality Agreement (as determined by defined in the Company after consultation with its outside counsel) Newport/Avondale Agreement hereto and (yB) participate in discussions or negotiations with such person regarding such proposal or offer. Without limiting the foregoing, it is agreed that any violation of the restrictions set forth in the preceding sentence by any executive officer of the Company or any Company Subsidiary or any affiliate, director or investment banker, attorney or other advisor or representative of the Company or any Company Subsidiary, shall be deemed to be a breach of this Section 5.2(a) by the Company. For purposes of this Agreement, assuming the continued accuracy of the Company's representations contained in Section 3.20 of this Agreement, the Newport News/Avondale Agreement shall not be deemed to be a "Company Takeover Proposal". (b) Except as expressly permitted by this Section 5.2, neither the Company Board nor any committee thereof shall (i) approve any letter of intent, agreement in principle, acquisition agreement or similar agreement relating to any Company Takeover Proposal or (ii) approve or recommend, or propose to approve or recommend, any Company Takeover Proposal. Notwithstanding the foregoing, if the Company has received a Company Superior Proposal, the Company Board may terminate this Agreement, but only at a time that is during the Company Applicable Period and is more than 48 hours following Parent's receipt of written notice advising Parent that the Company Board is prepared to accept such Company Superior Proposal, specifying the material terms and conditions of such Company Superior Proposal and identifying the person making such Company Superior Proposal. For purposes of this Agreement, a "TAKEOVER PROPOSALCompany Superior Proposal" means any inquiryproposal made by a third party to acquire, proposal directly or offer from any person relating indirectly, including pursuant to any direct or indirect acquisition or purchase of assets of the Company other than in the Ordinary Course of Businessa tender offer, or any shares of any class or series of equity securities of the Company or any of its Subsidiariesexchange offer, any tender offer or exchange offer for shares of any class or series of equity securities of the Company or any of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving transaction, for consideration consisting of cash and/or securities, more than 50% of the combined voting power of the shares of the Company Capital Stock then outstanding or any all or substantially all the assets of the Company and otherwise on terms which the Company Board determines in its Subsidiariesgood faith judgment (after consulting with a financial advisor of nationally recognized reputation) (A) is reasonably capable of being completed, taking into account all legal, financial, regulatory and other aspects of the proposal and the third party making such proposal, and (B) presents, in its entirety, more favorable terms, financial and otherwise, taken as a whole, to the Company and the Company's shareholders, than the transactions contemplated by this Agreementterms of the Merger and the other Transactions, as the Merger and the Transaction Agreements may be amended from time to time.

No Solicitation by the Company. (a) The Company shall notand its subsidiaries and each of their respective affiliates, nor shall it permit any other Acquired Company to, nor shall it authorize or permit any of its directors, officers or employees or officers, employees, agents and representatives (including without limitation any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries subsidiaries) shall immediately cease any discussions or negotiations with any other parties that may be ongoing with respect to any Company Takeover Proposal (as defined below). The Company shall not, nor shall it authorize or permit any of its subsidiaries to, nor shall it authorize or permit any of its or its subsidiaries' affiliates, directors, officers, employees, agents or representatives (including, without limitation, any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its subsidiaries) to, directly or indirectly through another personindirectly, (i) solicit, initiate or encourage (including by way of furnishing informationinformation or assistance), or take any other action designed to facilitate, any inquiries inquiries, any expression of interest or the making of any proposal that constitutes, or may reasonably be expected to lead to, which constitutes any Company Takeover Proposal (as defined below) or (ii) participate in any discussions or negotiations regarding any Company Takeover Proposal; provided, however, that if, at any time prior to during the date of the Company Shareholders Meeting Initial Period (the "APPLICABLE PERIOD"as defined herein), the Board of Directors of the Company (i) determines in good faith that such Company Takeover Proposal is a Company Superior Proposal (as defined in Section 4.02(b)) and (ii) determines in good faith, after consultation with receiving advice of outside counsel, that it such action is necessary to do so in order for the Board of Directors of the Company to comply with its fiduciary duties to stockholders under the Company's shareholders under applicable lawDGCL, and, prior to furnishing any non-public information to such person, the Company and its representatives receives from such person an executed confidentiality agreement with provisions no less favorable to the Company (i.e., no less restrictive with respect to the conduct of such person) than the Confidentiality Agreement (as defined herein), the Company may, in response to a Superior Company Takeover Proposal which was not solicited by it or which did not otherwise result from a breach in violation of this Section 5.7(a), 4.02(a) and subject to providing prior written notice of its decision to take such action to Stryker Parent (the "Company Notice") and compliance with Section 5.7(c4.02(c), following delivery of the Company Notice (x) furnish information with respect to the Company and its Subsidiaries subsidiaries to any person making such a Superior Company Takeover Proposal pursuant (provided that such information has been previously delivered to a customary confidentiality agreement (as determined by the Company after consultation with its outside counselParent) and (y) participate in discussions or negotiations regarding such Superior a Company Takeover Proposal. For purposes of this Agreement, "TAKEOVER PROPOSALCompany Takeover Proposal" means any inquiry, proposal or offer from any person relating to any (r) direct or indirect acquisition or purchase (including by way of lease, exchange, sale, mortgage, pledge or otherwise, in a single transaction or series of related transactions) of substantial assets of the Company other than in the Ordinary Course of Business, or any shares of its subsidiaries, taken as a whole, (s) direct or indirect acquisition or purchase (including by way of lease, exchange, sale, mortgage, pledge or otherwise, in a single transaction or series of related transactions) of 20% or more of any class or series of equity securities of the Company or any of its Subsidiariessubsidiaries whose business constitutes 20% or more of the net revenues, any net income or assets of the Company and its subsidiaries, taken as a whole, (t) tender offer or exchange offer for shares that if consummated would result in any person beneficially owning 20% or more of any class or series of equity securities of the Company or any of its SubsidiariesCompany, or any (u) merger, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiariessubsidiaries whose business constitutes 20% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole, (v) acquisition by any person, after the date hereof, of beneficial ownership or the right to acquire beneficial ownership of, or the formation of any "group" (as such term is defined under Section 13(d) of the Exchange Act), that beneficially owns or has the right to acquire beneficial ownership of 20% or more of any class of equity securities of the Company, (x) adoption by the Company of a plan of liquidation, the declaration or payment by the Company of an extraordinary dividend on any of its shares of capital stock or the effectuation by the Company of a recapitalization or other type of transaction that would involve either a change in the Company's outstanding capital stock or a distribution of assets of any kind to the holders of such capital stock, (y) repurchase by the Company or any of its subsidiaries of shares of Company Common Stock, or (z) agreement to, or public announcement by the Company or any other person, entity or group of a proposal, plan or intention to do any of the foregoing, other than (i) the transactions contemplated by this Agreement or (ii) the sale of the Company's Managed Systems Division pursuant to the MSD Agreement. For purposes of this Agreement, the term "Initial Period" means the period from the date hereof and continuing until 20 business days following the commencement of the Offer; provided, however, that if the Offer is extended beyond such 20 business day period by the Purchaser pursuant to Section 1.01(a), and as of the date of such extension, the condition set forth in clause (iii) of the first paragraph of Annex A has been met and the Minimum Condition has not been met, the Initial Period shall be extended until the earlier of (a) the time the Minimum Condition has been met and (b) 60 days from the commencement of the Offer.

No Solicitation by the Company. (a) The Company shall not, nor shall it permit any other Acquired Company of its Subsidiaries to, nor shall it authorize or permit any of its directorsofficers, officers directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action designed to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Takeover Proposal (as defined below) the consummation of which would constitute an Alternative Transaction or (ii) participate in any discussions or negotiations regarding any Takeover ProposalAlternative Transaction; provided, however, that if, at any time prior to the date adoption of this Agreement by the holders of the Company Shareholders Meeting (the "APPLICABLE PERIOD")Common Stock, the Company Board of Directors of the Company determines in good faith, after consultation with receipt of advice from outside counsel, that it such action is necessary to do so in order required for the Company Board to comply with its fiduciary duties obligations to the Company's shareholders stockholders under applicable law, the Company and its representatives may, in response to a Superior Proposal which any such proposal that was not solicited by it or which did not otherwise result from a breach of this Section 5.7(a5.6(a), and subject to providing prior written notice of its decision to take such action to Stryker and compliance with Section 5.7(c)5.6(c) hereof, (xA) furnish information with respect to the Company and its Subsidiaries to any person making a Superior Proposal pursuant to a customary confidentiality agreement (containing terms as determined by to confidentiality no less restrictive than the Company after consultation with its outside counsel) Confidentiality Agreement and (yB) participate in discussions or negotiations regarding such Superior Proposalproposal. For purposes of this Agreement, "TAKEOVER PROPOSALAlternative Transaction" means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of assets of the Company other than in the Ordinary Course of Business, or any shares of any class (i) a transaction or series of equity securities transactions pursuant to which any person (or group of persons) other than the Company and its Subsidiaries and other than Parent and its Subsidiaries (a "Third Party") acquires or would acquire, directly or indirectly, beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of more than thirty percent (30%) of the outstanding shares of the Company, whether from the Company or pursuant to a tender offer or exchange offer or otherwise, (ii) any acquisition or proposed acquisition of the Company or any of its Subsidiariessignificant Subsidiaries by a merger or other business combination whether or not the Company or any of its significant Subsidiaries is the entity surviving any such merger or business combination) or (iii) any other transaction pursuant to which any Third Party acquires or would acquire, any tender offer directly or exchange offer indirectly, control of assets (including for shares of any class or series of this purpose the outstanding equity securities of Subsidiaries of the Company and any entity surviving any merger or combination including any of them) of the Company or any of its Subsidiaries, Subsidiaries for consideration equal to thirty percent (30%) or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving more of the fair market value of all of the outstanding shares of the Company or any of its Subsidiaries, other than Common Stock on the transactions contemplated by this Agreementdate prior to the date hereof.

No Solicitation by the Company. (a) The From and after the date of this Agreement, the Company shall agrees that it and its Subsidiaries and their respective officers, directors and employees will not, nor shall it permit any other Acquired Company toand will direct its Affiliates, nor shall it authorize or permit any of its directorsagents, officers or employees or any investment bankeraccountants, consultants, financial advisoradvisors, attorney, accountant attorneys and other representatives or other representative retained by it or those of any of its Subsidiaries toto not, directly or indirectly through another personindirectly, (i) solicit, initiate initiate, facilitate or encourage (including by way any invitation or submission of furnishing information)any inquiries, proposals or take offers or any other action to facilitate, any inquiries efforts or the making of any proposal attempts that constitutesconstitute, or may reasonably be expected to lead to, any Takeover Acquisition Proposal (as defined belowin Section 4.2(g)) or from any person, (ii) participate or engage in any discussions or negotiations concerning, or furnish to any person nonpublic information or afford access to the business, properties, assets, books or records of the Company or any of its Subsidiaries, with respect to, any Acquisition Proposal, (iii) withdraw, modify or amend in a manner adverse to Parent the Recommendations (as defined in Section 5.3), (iv) approve, endorse or recommend any Acquisition Proposal, (v) grant any waiver or release under any standstill or similar agreement with respect to any class of securities of the Company, or (vi) enter into any agreement in principle, arrangement, understanding or contract relating to an Acquisition Proposal, subject, in the case of clauses (ii) through (vi), to Section 4.2(c) and Section 4.2(d). (b) The Company shall notify Parent promptly (and in any event within 24 hours) upon receipt by the Company or any of its advisors or representatives of any Acquisition Proposal, any indication that any person is considering making an Acquisition Proposal, any request for information relating to the Company or any of its Subsidiaries by any person that may be considering making, or has made, an Acquisition Proposal, or any inquiry or request for discussions or negotiations regarding any Takeover Acquisition Proposal; . The Company shall provide to Parent promptly (and in any event within 24 hours), orally and in writing, the identity of such person, the material terms and conditions of such Acquisition Proposal, request or inquiry and a copy of such Acquisition Proposal, request or inquiry, if written. The Company shall inform Parent promptly (and in any event within 24 hours) of any changes in the material terms or conditions to any Acquisition Proposal received, and the Company shall keep Parent reasonably informed on a prompt basis of the status of any such Acquisition Proposal, request or inquiry. (c) Notwithstanding anything to the contrary contained in this Section 4.2, in the event that, prior to the approval of this Agreement and the Merger by the stockholders of the Company as provided herein, the Company receives an unsolicited, bona fide, written Acquisition Proposal with respect to itself from a third party (under circumstances in which the Company has complied with its obligations under this Section 4.2) that its Board of Directors has in good faith concluded (following the receipt of the advice of its outside legal counsel and its financial advisor) is, or is reasonably likely to result in, a Superior Proposal, it may then take the following actions, provided, howeverthat prior to taking any such action, the Company’s Board of Directors, following the receipt of advice of its outside legal counsel, determines in good faith that ifthe failure to take such action would be a violation of its fiduciary obligations to the Company’s stockholders under applicable law: (i) furnish nonpublic information to the third party making such Acquisition Proposal, provided that (A) at least 24 hours prior to furnishing any such nonpublic information to such party, it gives Parent written notice of its intention to furnish such nonpublic information, (B) it receives from the third party an executed confidentiality agreement containing customary limitations on the use and disclosure of all nonpublic information furnished to such third party on its behalf, the terms of which are at least as restrictive as the terms contained in the Confidentiality Agreement (as defined in Section 5.2) (and containing additional provisions that expressly permit the Company to comply with the provisions of this Section 4.2) and (C) contemporaneously with furnishing any nonpublic information to such third party, it furnishes such nonpublic information to Parent (to the extent such nonpublic information has not been previously so furnished); (ii) engage in negotiations with the third party with respect to the Acquisition Proposal, provided that at least 24 hours prior to entering into negotiations with such third party, it gives Parent written notice of its intention to enter into negotiations with such third party; and (iii) grant a waiver or release with respect to the third party making the Acquisition Proposal under a standstill or similar agreement to allow the third party making such Acquisition Proposal to engage in negotiations with the Company with respect to such proposal (but not allow such third party to acquire any class of securities of the Company). (d) Notwithstanding anything in this Agreement to the contrary, the Company’s Board of Directors shall be permitted, at any time prior to approval of this Agreement and the date Merger by the stockholders of the Company, in response to an unsolicited, bona fide, written Acquisition Proposal, to approve or recommend, or propose to approve or recommend, any such Acquisition Proposal and, in connection therewith, to withdraw, modify or change in a manner adverse to Parent the Recommendations, but only if: (i) the Board of Directors of the Company Shareholders Meeting concludes in good faith after consultation with its financial advisors that such Acquisition Proposal constitutes a Superior Proposal, and following the receipt of advice of its outside legal counsel, determines in good faith that the failure to take such action would be a violation of its fiduciary obligations to the Company’s stockholders under applicable law, (ii) the "APPLICABLE PERIOD"Company has delivered to Parent a written notice (a “Notice of Superior Proposal”) that advises Parent that the Company has received a Superior Proposal, summarizes the material terms and conditions of such Superior Proposal and attaches a complete copy of such Superior Proposal, and identifies the person making such Superior Proposal (it being agreed and understood that any subsequent amendments or modifications to such Superior Proposal shall again be subject to the provisions of this subparagraph), and (iii) either (x) on or before the expiration of the three business day period following the delivery to Parent of any Notice of Superior Proposal, Parent does not make a written offer (a “Matching Bid”) in response to such Superior Proposal, or (y) following receipt of a Matching Bid within the three business day period following delivery to Parent of any Notice of Superior Proposal, the Board of Directors of the Company determines in good faith, after consultation with its financial advisors and outside legal counsel, after taking into consideration the Matching Bid, that it is necessary the Superior Proposal to do so in order which the Notice of Superior Proposal relates continues to comply with its fiduciary duties to the Company's shareholders under applicable law, the Company and its representatives may, in response to be a Superior Proposal which was Proposal. Any action pursuant to this Section 4.2(d) shall not solicited by it or which did not otherwise result from constitute a breach of the Company’s representations, warranties, covenants or agreements contained in this Section 5.7(a), Agreement. (e) Nothing contained in this Agreement shall prohibit the Company or its Board of Directors from taking and subject disclosing to providing prior written notice of its decision to take such action to Stryker and compliance with Section 5.7(c), (x) furnish information stockholders a position with respect to the Company and its Subsidiaries to any person making a Superior Proposal tender or exchange offer by a third party pursuant to a customary confidentiality agreement Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act to the extent required by applicable law. (as determined f) The Company shall immediately cease and cause to be terminated any existing solicitation, initiation, encouragement, activity, discussion or negotiation with any parties conducted heretofore by the Company after consultation or any of its representatives with its outside counsel) and (y) participate in discussions or negotiations regarding such Superior respect to any Acquisition Proposal. The Company shall promptly request that each person who has received confidential information about the Company in connection with that person’s consideration of an Acquisition Proposal return or destroy all such information. (g) For purposes of this Agreement, "TAKEOVER PROPOSAL" means the following terms shall have the following meanings: (i) ”Acquisition Proposal” shall mean any inquiry, offer or proposal or offer from any person relating to any direct transaction or indirect series of related transactions involving: (A) any purchase from the Company or acquisition by any person, entity or “Group” (as defined under Section 13(d) of the Exchange Act and the rules and regulations thereunder) of more than a twenty percent (20%) interest in the total outstanding voting securities of the Company or any tender offer or exchange offer that if consummated would result in any person, entity or Group beneficially owning twenty percent (20%) or more of the total outstanding voting securities of the Company or any merger, consolidation, business combination or similar transaction involving the Company, (B) any sale, lease (other than in the ordinary course of business), exchange, transfer, license (other than in the ordinary course of business), acquisition or purchase disposition of more than twenty percent (20%) of the assets of the Company other than in the Ordinary Course of Businessand its Subsidiaries, taken as a whole, or (C) any shares of any class liquidation or series of equity securities dissolution of the Company or any of its Subsidiaries; and (ii) ”Superior Proposal” shall mean a written Acquisition Proposal for more than fifty percent (50%) of the equity interest in, any tender offer or exchange offer for shares more than fifty percent (50%) of any class or series the consolidated assets of, the Company and its Subsidiaries, that the Board of equity securities Directors of the Company or any has in good faith concluded (following the receipt of advice of its Subsidiariesoutside legal counsel and its financial adviser), taking into account, among other things, all legal, financial, regulatory and other aspects of the proposal and the person, entity or any mergerGroup making the proposal, consolidationto be more favorable, business combinationfrom a financial point of view, recapitalization, liquidation, dissolution or similar transaction involving to the Company or any of its Subsidiaries, other Company’s stockholders (in their capacities as stockholders) than the transactions contemplated by this Agreementterms of the Merger and is reasonably capable of being consummated.

No Solicitation by the Company. (a) The Company shall not, nor shall it permit any other Acquired Company of its Subsidiaries to, nor shall it authorize or permit any of its directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries to, directly or indirectly through another person, (i) solicit, initiate or encourage (including by way of furnishing information), or take any other action to facilitate, ) any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any which constitutes a Company Takeover Proposal (as defined below) or ), (ii) participate in any discussions or negotiations regarding any Company Takeover Proposal, or (iii) enter into any agreement, arrangement or understanding requiring it to abandon, terminate or fail to consummate the Merger or any other transaction contemplated by this Agreement or the Related Agreements; provided, however, that if, at any time prior to the date of obtaining the Company Shareholders Meeting Shareholder Approval (the "APPLICABLE PERIODApplicable Period"), the Board board of Directors directors of the Company determines in good faith, after consultation with a nationally reputable financial advisor and its outside counsellegal advisors, that it is necessary such Company Takeover Proposal could reasonably be expected to do so result in order to comply with its fiduciary duties to the Company's shareholders under applicable law, the a Company and its representatives may, in response to a Superior Proposal (as defined Section 5.5(b)) which was not solicited by it or which did not otherwise result from a breach of this Section 5.7(a5.5(a), and subject to providing prior written notice of its decision to take such action to Stryker and compliance with Section 5.7(c), the Company may (x) furnish information with respect to the Company and its Subsidiaries to any person making a Superior Company Takeover Proposal pursuant to a customary confidentiality agreement (as determined by the Company after consultation with its outside counsel) and (y) participate in discussions or negotiations regarding such Superior Proposal. For purposes of this Agreement, "TAKEOVER PROPOSAL" means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of assets of the Company other than in the Ordinary Course of Business, or any shares of any class or series of equity securities of the Company or any of its Subsidiaries, any tender offer or exchange offer for shares of any class or series of equity securities of the Company or any of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement.after

No Solicitation by the Company. (a) The Without limitation on the Company's other obligations under this Agreement, the Company shall not, nor shall it permit any other Acquired Company of its Subsidiaries to, nor shall it authorize or permit any of its or its Subsidiaries' directors, officers or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by it or any of its Subsidiaries toSubsidiaries, directly or indirectly through another person, any other Person (which for purposes of this Section 5.3 shall include any "group" as such term is defined in Section 13(d) of the Exchange Act) to: (i) solicit, initiate initiate, facilitate or encourage (including by way of furnishing or disclosing non-public information), or take any other action to facilitate, any inquiries or ) the making of or any proposal that constitutes, effort or may reasonably be expected attempt to lead to, make any Takeover Proposal (as defined below) or Proposal, (ii) participate in in, continue or resume any discussions or negotiations regarding relating to any Takeover Proposal, or (iii) enter into any Acquisition Agreement or approve or recommend, or publicly propose to approve or recommend, any Takeover Proposal; provided, however, that if, at any time prior to the date of the Company Shareholders Stockholders Meeting (the "APPLICABLE PERIODApplicable Period"), the Board board of Directors directors of the Company (or the special committee thereof) determines in its good faithfaith judgment, after consultation with outside legal counsel, that it is necessary the failure to do so furnish such information or participate in order to comply with such negotiations or discussions would likely result in a breach of its fiduciary duties to the Company's shareholders obligations under applicable law, the Company and its representatives may, only in response to a Takeover Proposal that if consummated would likely result in a Superior Proposal which that was not solicited by it or which did not otherwise result from a breach in violation of this Section 5.7(a5.3(a), and subject to providing prior written notice of its decision to take such action to Stryker the Parent and compliance with this Section 5.7(c5.3(a), (x) furnish information with respect to the Company and its Subsidiaries to any person making a Superior Proposal pursuant to a customary confidentiality agreement (as determined by the Company after consultation with its outside counsel) and (y) participate in discussions or negotiations regarding such Superior Proposal. For purposes of this Agreement, "TAKEOVER PROPOSAL" means any inquiry, proposal or offer from any person relating to any direct or indirect acquisition or purchase of assets of the Company other than in the Ordinary Course of Business, or any shares of any class or series of equity securities of the Company or any of its Subsidiaries, any tender offer or exchange offer for shares of any class or series of equity securities of the Company or any of its Subsidiaries, or any merger, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries, other than the transactions contemplated by this Agreement.,