definiens: ( such term shall have the same meaning as in the Merger Agreement, except that it shall be understood to refer to Stability LLC rathe r than the Company ), other than in the ordinary cou rse of business consistent with past practice ; 2.8.7 . material damage, destruction or loss ( whethe r or not covered by insurance ) to its property ; 2.8.8 . capital investment in, or any loan to, any o ther Person ; 2.8.9 . material modification ( including change in c ommercial terms such as pricing, rebates or payment terms ) to any Material Contract ( except with the approval of Stockholder Representative ), or acceleration, termination or ca ncellation of any Material Contract ( other than the expiration / non - renewal of a Materia l Contract in accordance with its terms ) ; 2.8.10 . material capital expenditures ; 2.8.11 . imposition of any Lien upon any of Stabilit y LLC properties, membership interests or assets, tangible or intangible ( other than Permitte d Liens ) ; 2.8.12 . since the Balance Sheet Date, ( i ) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severa nce, pension or other compensation or benefits, in each case in an amount in excess of $ 7,500 individually or $ 15,000 in the aggregate, in respect of its current or former employees, officers, directors, independent contractors or consultants or their spo uses, dependents or beneficiaries, other than as provided for in any written agreement s or required by applicable Law, ( ii ) change in the terms of employment for any empl oyee or any termination of any employee which has resulted, or would upon terminat ion of employment result, in additional costs and expenses to Stability LLC in e xcess of $ 7,500 individually or $ 15,000 in the aggregate, or ( iii ) action to accele rate the vesting or payment of any compensation or benefit for any current or former e mployee, officer, director, independent contractor or consultant or their spous es, dependents or beneficiaries ; 2.8.13 . hiring or promoting any person as or to ( as the case may be ) an officer ; 2.8.14 . adoption of any plan of merger, consolidati on, reorganization, liquidation or dissolution or filing of a petition in bankruptcy u nder any provisions of federal or state bankruptcy Law or consent to the filing of an y bankruptcy petition against it under any similar Law ; 2.8.15 . since the Balance Sheet Date, sale, purchas e, lease or other acquisition of the right to own, use or lease any property or assets for an amo unt in excess of $ 7,500, individually ( in the case of a lease, per annum ) or $ 15,000 in the aggregate ( in the case of a lease, for the entire term of the lease, not including any option term ), including Real Property, except for purchases or sales of inventory or supplies in the ordinary course of business consistent with past pr actice ; 2.8.16 . acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner, any business or any Person or any division thereof ; 2.8.17 . material change in ( such term shall have the same meaning given to in the Merger Agreement, except that it shall be understood to refer to Stability LLC ra ther than the Company ), Intellectual Property of Stability LLC or Stability LLC IP Agree ments ( as defined in Section 2.8.6 ), nor have there been any Actions asserted ag ainst Stability LLC alleging any infringement, misappropriation, dilution or violati on of the Intellectual Property of any Person by Stability LLC ; 2.8.18 . material non - compliance with Permits or Law s applicable to the business, assets, properties or products of Stability LLC, including, without limitation, all Health Care Laws ; 2.8.19 . material related party transactions involvi ng Stability LLC and MiMedx or any of its Affiliates, including any loans or forgiveness of l oans ; 2.8.20 . material change to Stability LLC ’s banks or powers of attorney ; 2.8.21 . adoption of any resolutions or actions by written c onsent of the members or managers of Stability LLC, or any other material changes to the minute books and record books of Stability LLC other than in the ordinary course of business ; 2.8.22 . Contract to do any of the foregoing, or any action that would result in any of the foregoing ; or 2.8.23 . since the Balance Sheet Date and other than in the ordinary course of business ( which, for the avoidance of doubt, includes legal fees related to the ongoing legal matters set forth on Schedule 2.8.23 ) or with the e xpress written consent of the Stockholder Representative ( such consent not to be unreasonably withheld or delayed ), caused Stability LLC to either : ( i ) incur any material obligation or liability in addition to the Balance Sheet Liabilities or tha t would otherwise require an increase to the Balance Sheet Liabilities, which ex ceeds $ 7,500 individually or $ 15,000 in the aggregate ( it being agreed that, for such purpose, the date of incurrence of liabilities for legal fees shall be determined b ased on the date the legal services were provided regardless of when they are billed ), or ( ii ) sell, transfer or dispose of any material asset that was not reflected in the Ba lance Sheet Assets for, or that would otherwise require a decrease to the Balance Sheet Assets by, an amount that exceeds $ 7, 500 individually or $ 15,000 in the aggregate