Common use of Dividends; Changes in Capital Stock Clause in Contracts

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interests, or split, combine or reclassify any of its Equity Interests or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for its Equity Interests, or repurchase or otherwise acquire, directly or indirectly, any of its Equity Interests except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service;

Dividends; Changes in Capital Stock. Declare Except for the Special Distribution (defined below), declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock, or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to it or its subsidiaries;

Dividends; Changes in Capital Stock. Declare Except as set forth in the Acquiror Disclosure Schedule or the Target Disclosure Schedule, declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock, or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to it or its subsidiaries;

Dividends; Changes in Capital Stock. Declare Except as set forth in the Acquiror Disclosure Schedule, declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock, or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to it or its subsidiaries;

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interests, or split, combine or reclassify any of its Equity Interests or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for its Equity Interests, or repurchase or otherwise acquire, directly or indirectly, any of its Equity Interests except for purchases from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice and issuances in connection with the exercise of Company Options that are outstanding as of the Agreement Date;

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interests, capital stock (except for dividends or other distributions by any subsidiary only to the Company or any direct or indirect wholly owned subsidiary of the Company) or pay in kind in the form of shares of capital stock any amounts owing under the Convertible Notes; or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements in effect on the Execution Date providing for the repurchase of shares in connection with any termination of serviceservice to the Company;

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock, or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock, except for repurchase of shares from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service, which repurchase is effected in accordance with the terms of the Company's 1998 Amended and Restated Stock Option Plan and related documents thereunder;

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock (except such dividends as may be permitted pursuant to Section 2.13(b)), or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to it;

Dividends; Changes in Capital Stock. Declare Except as set forth in the Acquiror Disclosure Schedule, declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock, or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to it;

Dividends; Changes in Capital Stock. Declare Except as set forth on Section 3.2 of the Acquiror Disclosure Schedule, declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock, or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to it;

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock, or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock (other than conversion of Company Preferred Stock as provided in the Company Articles), or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to it;

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock, or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or or, except as set forth in Section 6.2, repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to it or its subsidiaries;

Dividends; Changes in Capital Stock. Declare Except as set forth in the Acquiror Disclosure Letter, declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock, or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service;service to it or its subsidiaries; (c)

Dividends; Changes in Capital Stock. Declare Other than as set forth in Section 1.10, declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock, or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to it or its subsidiaries;

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock or other securities, or subdivide, split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock, except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares at cost in connection with any termination of service, or adopt or enter into any, "shareholder rights plan" or similar anti-takeover agreement or plan;

Dividends; Changes in Capital Stock. Declare or pay any ----------------------------------- dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interests, outstanding shares or split, combine or reclassify any of its Equity Interests outstanding shares or issue (except as contemplated by Section 5.3(b)(v) below) or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to it or its subsidiaries;

Dividends; Changes in Capital Stock. Declare except as set forth on Section 4.1(b) of the Company Disclosure Schedule, declare or pay any dividends dividend on or make any other distributions distribution (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock, or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to it;

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Intereststhe capital stock of the Company, or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock, except (i) from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice , and (ii) the acceptance of shares of Company Common Stock in payment of the exercise price or withholding Taxes incurred by any holder in connection with the exercise of Company Options or the lapse of restrictions on restricted shares of Company Common Stock;

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock, or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock (other than conversion of Company Preferred Stock as provided in the Company Certificate), or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to the Company;

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity InterestsCompany’s capital stock, or split, combine or reclassify any of its Equity Interests Company’s capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for its Equity Interestsshares of Company’s capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests Company’s capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service;

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock (except for accruals of cash dividends on outstanding series of Target's preferred stock), or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to it or its subsidiaries;

Dividends; Changes in Capital Stock. Declare Except as set forth in the ----------------------------------- Acquiror Disclosure Letter, declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock, or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to it or its subsidiaries;

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock, or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors officers, directors, members of the Management Board, members of the Supervisory Board and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to it or its Subsidiaries;

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interests, or split, combine or reclassify any of its Equity Interests or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for its Equity Interests, or repurchase or otherwise acquire, directly or indirectly, any of its Equity Interests except (i) from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice or (ii) pursuant to rights of first refusal held by the Company in the event of a proposed transfer of shares of its Equity Interests;

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock, or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements entered into prior to the date hereof providing for the repurchase of shares in connection with any termination of service;

Dividends; Changes in Capital Stock. Declare or pay any dividends ----------------------------------- on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity InterestsSeller's capital stock (except cash distributions consistent with past practice), or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for its Equity Interestsshares of Seller's capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to it;

Dividends; Changes in Capital Stock. Declare Declared or pay paid any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interests, or split, combine combined or reclassify reclassified any of its Equity Interests or issue issued or authorize authorized the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for its Equity Interests, or repurchase repurchased or otherwise acquireacquired, directly or indirectly, any of its Equity Interests except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service;

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (distributions, whether in cash, stock or other property) , in respect of any of its Equity Interests, or the capital stock of the Company; split, combine or reclassify any of its Equity Interests or the capital stock of the Company; issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for its Equity Interests, shares of capital stock of the Company; or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests the capital stock of the Company, except from former employees, non-employee directors and or consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service;.

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interestscapital stock (except that a wholly owned subsidiary may declare and pay a dividend to its parent), or split, combine or reclassify any of its Equity Interests capital stock or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its Equity Interestscapital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its Equity Interests capital stock except from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of serviceservice to it or its subsidiaries;