definiens: ( as defined in the Merger Agreement ), the Business has been conducted only in theordinary course consistent with past practice, and there has not been any Material Adverse Effect, and from such date until thedate hereof there has not been : ( a ) any declaration, setting aside or payment of any dividend or other distribution ( whether incash, stock or property ) with respect to any capital stock of any Transferred Subsidiary, other than dividends or distributionsby a Transferred Subsidiary to [COMPANY] or a Share Seller, ( b ) any purchase, redemption or other acquisition by a TransferredSubsidiary of any shares of capital stock or any other securities of such Transferred Subsidiary or any options, warrants, callsor rights to acquire such shares or other securities, ( c ) any split, combination or reclassification of any capital stock of aTransferred Subsidiary or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of orin substitution for shares of their respective capital stock, ( d ) ( i ) any granting by [COMPANY] or any of its Affiliates to any currentor former ( A ) director of a Transferred Subsidiary or ( B ) U.S. Business Employee or Non - U.S. Business Employee who istreated as a Tier I Employee ( a ) or Tier II Employee ( a ) for purposes of Guidant’sChange in Control Severance Pay Plan for Select Employees ( all individuals described in the foregoing clauses ( A ) and ( B ) ofthis clause ( d)(i ), collectively, the ), of any increase in compensation, bonus or fringe or other benefits, exceptfor normal increases in cash compensation ( including cash bonuses ) in the ordinary course of business consistent with pastpractice or as was required under any ( y ) employment, deferred compensation, consulting, severance, change of control, termination or indemnification contract with any Key Personnel or ( z ) contract with any Key Personnel the benefits of whichare contingent, or the terms of which are materially altered, upon the occurrence of a transaction involving [COMPANY] of a naturecontemplated by the Merger Agreement ( all such contracts in the foregoing clauses ( y ) and ( z ) of this clause ( d)(i),collectively, ) or [COMPANY] Benefit Plan ( as defined in Section 3.12 ), ( ii ) any granting by Guidantor any of its Affiliates to any Key Personnel of ( A ) any increase in severance or termination pay or ( B ) any right to receive anyseverance or termination pay except for severance or termination pay received in the ordinary course of business consistentwith past practice or as was required under any [COMPANY] Benefit Agreement or [COMPANY] Benefit Plan, ( iii ) any entry by Guidantor any of its Affiliates into, or any amendments of, any [COMPANY] Benefit Agreement, ( iv ) the removal or modification of anyrestrictions in any [COMPANY] Benefit Agreement or [COMPANY] Benefit Plan or awards made thereunder, except as required to comply with applicable Law or any [COMPANY] Benefit Agreement or [COMPANY] Benefit Plan ineffect as of the date hereof or ( v ) the adoption, amendment or termination of any [COMPANY] Benefit Plan, other than, in the casesof clauses ( i ), ( ii ), ( iii ) and ( iv ), such increases, amendments, new agreements, removals, modifications or terminations withrespect to Tier II Employees that ( 1 ) do not provide for any increase in compensation or benefits for any individual Tier IIEmployee that is material in relation to such Tier II Employee ’s compensation or benefits prior to such increase and ( 2 ) in theaggregate do not result in any material increase in compensation, benefits or other similar expenses of the Business, ( e ) anydamage, destruction or loss, whether or not covered by insurance, that individually or in the aggregate has had or wouldreasonably be expected to have a Material Adverse Effect, ( f ) any change in accounting methods, principles or practices of theBusiness materially affecting its assets, liabilities or businesses, except insofar as may have been required by a change inGAAP or ( g ) any material Tax election or any settlement or compromise of any material income Tax liability