Common use of Conduct of Business by Parent Clause in Contracts

Conduct of Business by Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except as permitted by the terms of this Agreement and except as provided in Article 4 of the Parent Schedules, without the prior written consent of Company, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Parent shall not do the following: (a) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; provided, however, that Parent may effect repurchases of up to 14,000,000 shares of its Common Stock in accordance with Rule 10b-18 under the Exchange Act or pursuant to private transactions; (b) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock of Parent or its subsidiaries, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; provided, however, that Parent may effect repurchases of up to 14,000,000 shares of its Common Stock in accordance with Rule 10b-18 under the Exchange Act or pursuant to private transactions; (c) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of Parent or enter into any material joint ventures, strategic partnerships or alliances; provided, however, that the foregoing restrictions shall only apply to the extent that the contemplated transaction could reasonably be expected to directly cause a delay of the consummation of the Merger; (d) Engage in any action that could reasonably be expected to cause the Merger to fail to qualify as a "reorganization" under Section 368(a) of the Code; or (e) Materially revalue any of its assets or, except as required by GAAP, make any change in accounting methods, principles or practices; provided, however, that the foregoing restrictions shall only apply to the extent that the contemplated transaction could reasonably be expected to directly cause a delay of the consummation of the Merger.

Conduct of Business by Parent. During the period from the date of Pre-Closing Period, Parent agrees, except (a) as specifically provided in this Agreement or (b) to the extent that the Company shall otherwise consent in writing (the provision of a response to any request for such consent not to be unreasonably delayed), to carry on its business in the ordinary course, in substantially the same manner as heretofore conducted and continuing until in compliance with all applicable laws, rules and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the earlier services of its present officers, employees and consultants and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others with which it has business dealings. In addition to and without limiting the generality of the termination of foregoing, except (x) as specifically provided in this Agreement pursuant to its terms or the Effective Time, except as permitted by the terms of this Agreement and except as provided in Article 4 5 of the Parent SchedulesDisclosure Schedule, without or (y) to the prior written extent that the Company shall otherwise consent in writing (the provision of Companya response to any request for such consent not to be unreasonably delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimePre-Closing Period, Parent shall not do any of the following: (a) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for for, any capital stock; provided, however, that Parent may effect repurchases of up to 14,000,000 shares of its Common Stock in accordance with Rule 10b-18 under the Exchange Act or pursuant to private transactions; (b) PurchaseCause, redeem permit or otherwise acquire, directly propose any amendments to Parent’s Amended and Restated Certificate of Incorporation or indirectly, any shares of capital stock of Parent or its subsidiaries, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; provided, however, that Parent may effect repurchases of up to 14,000,000 shares of its Common Stock in accordance with Rule 10b-18 under the Exchange Act or pursuant to private transactionsBylaws; (c) Acquire Sell, lease, license, encumber, convey, assign, sublicense or agree to acquire by merging otherwise dispose of or consolidating withtransfer, in whole or by purchasing any equity interest in or a portion of the assets of, or by any mannerpart, any business properties or assets or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which interest therein that are material, individually or in the aggregate, to Parent’s sports medicine business; provided that, in any event, Parent shall be entitled to sell, lease, license, encumber, convey, assign, sublicense or otherwise dispose of or transfer, in whole or in part, any properties or assets or any interest therein (i) in the ordinary course of business of Parent consistent with past practice or enter into (ii) to settle any material joint ventures, strategic partnerships or alliances; provided, however, that the foregoing restrictions shall only apply to the extent that the contemplated transaction could reasonably be expected to directly cause a delay of the consummation of the Mergerpending litigation; (d) Engage in any action that could reasonably be expected to cause with the Merger to fail to qualify as a "reorganization" under Section 368(a) intent to, directly or indirectly, adversely impact or materially delay, or which would have the effect of adversely impacting or materially delaying, the consummation of the CodeTransaction or any of the other transactions contemplated by this Agreement; or (e) Materially revalue Agree in writing or otherwise commit to take any of its assets or, except as required by GAAP, make any change the actions described in accounting methods, principles or practices; provided, however, that the foregoing restrictions shall only apply to the extent that the contemplated transaction could reasonably be expected to directly cause a delay of the consummation of the MergerSection 6.2(a) through (d) above.

Conduct of Business by Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Parent and each of its subsidiaries shall, except to the extent that Company shall otherwise consent in writing, carry on its business, in the ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings. In addition, except as expressly permitted by the terms of this Agreement and except as provided set forth in Article 4 of the Parent SchedulesSchedule 4.2, without the prior written consent of Company, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Parent shall not do any of the following and shall not permit its subsidiaries to do any of the following: (a) Waive any stock repurchase rights, accelerate, amend or change the period of exercisability of warrants or options or restricted stock, or reprice warrants or options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of such plans; (b) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock stock, except for intercompany dividends or distributions, or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; provided, however, that Parent may effect repurchases of up to 14,000,000 shares of its Common Stock in accordance with Rule 10b-18 under the Exchange Act or pursuant to private transactions; (b) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock of Parent or its subsidiaries, except repurchases of unvested shares at cost as set forth in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in effect on the date hereof; provided, however, that Parent may effect repurchases of up to 14,000,000 shares of its Common Stock in accordance with Rule 10b-18 under the Exchange Act or pursuant to private transactionsSchedules; (c) Acquire Cause, permit or agree to acquire by merging or consolidating with, or by purchasing propose any equity interest in or a portion of the assets of, or by any manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, amendments to the business Parent Charter Documents (or similar governing instruments of any of its subsidiaries) that would have an adverse effect on the rights of holders of Parent or enter into any material joint ventures, strategic partnerships or alliances; provided, however, that the foregoing restrictions shall only apply to the extent that the contemplated transaction could reasonably be expected to directly cause a delay of the consummation of the MergerCommon Stock; (d) Revalue any of its assets or, except as required by GAAP, make any change in accounting methods, principles or practices; (e) Engage in any action that could would reasonably be expected to cause the Merger to fail to qualify as a "reorganization" under Section 368(a) of the Code, whether or not otherwise permitted by the provisions of this Article IV; (f) Make any Tax election that, individually or in the aggregate, is reasonably likely to adversely affect in any material respect the Tax liability or Tax attributes of Parent or any of its subsidiaries or settle or compromise any material income Tax liability; or (eg) Materially revalue Agree in writing or otherwise to take any of its assets or, except as required by GAAP, make any change the actions described in accounting methods, principles or practices; provided, however, that the foregoing restrictions shall only apply to the extent that the contemplated transaction could reasonably be expected to directly cause a delay of the consummation of the MergerSections 4.2 (a) through (f) above.

Conduct of Business by Parent. During the period from From the date of this Agreement and continuing hereof until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except as permitted by the terms of this Agreement and except as provided in Article 4 of the Parent Schedules, without the prior written consent of Company, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Parent shall not do conduct its business in the followingordinary course and subject to the Services Agreement, consistent with past practice and shall use its reasonable best efforts to preserve intact its business organization and relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, except with the written consent of the Target Company, from the date hereof until the Effective Time Parent shall not: (a) Declareissue, set aside deliver, award, grant or pay any dividends on sell, or make any other distributions authorize or propose the issuance, delivery, award, grant or sale (whether in cash, stock, equity securities or property) in respect including the grant of any capital stock security interests, liens, claims, pledges, limitations in voting rights, charges or splitother encumbrances) of, combine any shares of Parent Common Stock, or reclassify any capital stock securities convertible into or issue exercisable or authorize exchangeable for shares of Parent Common Stock, or any rights, warrants or options to acquire any shares of Parent Common Stock, other than (i) issuances pursuant to stock-based awards or options that are outstanding on the date hereof or are granted in accordance with the following clause, or (ii) the issuance of shares of Parent Company Stock for fair value in cash or property as a result of an arms-length negotiation with a third party, the proceeds of which shall be used for Parent working capital or any other securities purpose as agreed to in respect of, in lieu of or in substitution for any capital stock; provided, however, that Parent may effect repurchases of up to 14,000,000 shares of its Common Stock in accordance with Rule 10b-18 under writing by the Exchange Act or pursuant to private transactionsTarget Company; (b) Purchaseissue, redeem deliver or otherwise acquire, directly sell any class or indirectly, any shares series of capital stock securities of Parent which are pari passu or its subsidiaries, except repurchases superior in rights and preferences of unvested shares at cost in connection with the termination either series of the employment relationship with any employee pursuant to stock option Parent Preferred Stock as contemplated by this Agreement or purchase agreements in effect on the date hereof; provided, however, that would adversely affect either series of Parent may effect repurchases of up to 14,000,000 shares of its Common Preferred Stock in accordance with Rule 10b-18 under the Exchange Act or pursuant to private transactionsif such Parent Preferred Stock were then outstanding; (c) Acquire grant any registration rights to any person or entity other than registration rights granted with respect to Parent Common Stock issued pursuant to Section 5.02(a)(ii) hereof that are not more favorable than the registration rights to be granted under the Registration Rights Agreement and that do not conflict or interfere with the rights to be granted under the Registration Rights Agreement; (d) form a subsidiary; (e) amend its articles of incorporation or by-laws or other comparable organizational documents or amend any material terms of the outstanding Parent Securities; (f) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereofthereof or any assets that are material, individually or in the aggregate, to Parent; (g) sell, lease, license, mortgage or otherwise acquire encumber or agree subject to acquire any Lien or otherwise dispose of any of its properties or assets (whether by merger, consolidation, sale of assets or otherwise) which are material, individually or in the aggregate, to Parent, except sales in the ordinary course of business of Parent or enter into any material joint ventures, strategic partnerships or alliances; provided, however, that the foregoing restrictions shall only apply to the extent that the contemplated transaction could reasonably be expected to directly cause a delay of the consummation of the Mergerconsistent with past practice; (dh) Engage except for the items currently contracted for by Parent and the items contemplated by Parent's most recent capital expenditure budget made available to the Target Company, make or agree to make any new capital expenditure or expenditures other than expenditures which, individually, is in excess of $60,000 or, in the aggregate, are in excess of $500,000; (i) incur any indebtedness for borrowed money in excess of $275,000 per calendar month or in excess of $500,000 in the aggregate, or guarantee any such indebtedness of another person, issue or sell any debt securities or warrants or other rights to acquire any debt securities, or guarantee any debt securities of another person, except for the endorsement of checks in the normal course of business and the extension of credit in the normal course of business, or make any loans, advances or capital contributions to, or investments in, any other person, other than advances to employees in accordance with past practice; (j) adopt any change, other than in the ordinary course of business consistent with past practice or as required by the SEC, GAAP or by law, in its accounting policies, procedures or practices; (k) make any material tax election or settle or compromise any material tax liability; (l) pay, discharge, settle or satisfy any claims, litigation, arbitration, liabilities or other controversies (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice, or in accordance with their terms, of liabilities reflected or reserved against in, or contemplated by, the most recent consolidated financial statements (or the notes thereto) included in the Parent SEC Reports or incurred in the ordinary course of business consistent with past practice, or waive any material benefits of, or agree to modify in any material respect, any confidentiality, standstill or similar agreements to which Parent is a party; (m) take, or agree to take, any action that could reasonably be expected would materially impair the ability of the Target Company, Parent or Merger Sub to cause consummate the Merger in accordance with the terms hereof or materially delay such consummation; and agree or commit to fail to qualify as a "reorganization" under Section 368(a) do any of the Codeforegoing; or (en) Materially revalue any of its assets or, except as required by GAAP, make any material change in accounting methods, principles or practices; provided, however, that the foregoing restrictions shall only apply to the extent that the contemplated transaction could reasonably be expected to directly cause a delay of the consummation of the Mergerits business.

Conduct of Business by Parent. During the period from the date of this Agreement and continuing until to the earlier Effective Time of the termination Merger, Parent shall, and shall cause the Parent Subsidiaries to, carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulations and, to the extent consistent therewith, use reasonable efforts to preserve intact their current business organizations, keep available the services of this Agreement pursuant to its terms or their current officers, employees and consultants and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with them. Without limiting the Effective Time, except as permitted by the terms of this Agreement and except as provided in Article 4 generality of the Parent Schedules, without the prior written consent of Companyforegoing, during the period from the date of this Agreement and continuing until to the earlier Effective Time of the termination of Merger, except as expressly contemplated by this Agreement pursuant to its terms or as set forth in Section 4.01(b) of the Effective TimeParent Disclosure Letter, or otherwise approved in writing by the Company, Parent shall not, and shall not do the followingpermit any Parent Subsidiary to: (ai) Declare(x) declare, set aside or pay any dividends on on, or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu any of or in substitution for any its capital stock; provided, however, that other than dividends and distributions by a direct or indirect wholly owned Parent may effect repurchases of up Subsidiary to 14,000,000 shares holders of its shares and regular annual cash dividends on the Parent Common Stock with customary record and payment dates in accordance with Rule 10b-18 an amount not in excess of $0.30 per share per annum, or (y) other than in the ordinary course of business (but without limiting Parent's obligations under the Exchange Act or pursuant to private transactions; (b) PurchaseSection 5.12(b)), purchase, redeem or otherwise acquire, directly or indirectly, acquire any shares of capital stock of the Parent or its subsidiariesany other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (ii) amend the Articles of Amalgamation or By-laws of Parent or the certificate of incorporation and by-laws of Sub, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or purchase agreements in for such amendments that do not have a material adverse effect on the date hereof; provided, however, transactions contemplated by this Agreement (provided that Parent may effect repurchases of up to 14,000,000 shares of its Common Stock any resulting delay in accordance with Rule 10b-18 under the Exchange Act or pursuant to private transactions; (c) Acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of Parent or enter into any material joint ventures, strategic partnerships or alliances; provided, however, that the foregoing restrictions shall only apply to the extent that the contemplated transaction could reasonably be expected to directly cause a delay of the consummation of the MergerMerger shall not constitute a material adverse effect for purposes of this clause (ii) to the extent such amendment is necessary or advisable to facilitate an acquisition contemplated by Section 4.01(e)); (diii) Engage in any action that could reasonably be expected to cause change its principal business from the Merger to fail to qualify as a "reorganization" under Section 368(a) business of the Codegold mining; orand (eiv) Materially revalue authorize any of its assets orof, except as required by GAAPor commit or agree to take any of, make any change in accounting methods, principles or practices; provided, however, that the foregoing restrictions shall only apply to the extent that the contemplated transaction could reasonably be expected to directly cause a delay of the consummation of the Mergeractions.