Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock except for dividends or other distributions by any subsidiary only to Company or any direct or indirect wholly-owned subsidiary of Company; or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, 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 service to it;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Plumtree Software Inc), Agreement and Plan of Merger (Bea Systems Inc)
Dividends; Changes in Capital Stock. Declare Except as contemplated by this Agreement, declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock (except for dividends or other distributions by any subsidiary only a Subsidiary of the Company to the Company or any direct or indirect wholly-owned subsidiary another Subsidiary of the Company; ), or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or purchase, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors (or equivalent positions) and consultants in accordance with agreements in effect on the Execution Date providing for the repurchase of shares in connection with any termination of service to itit or its Subsidiaries;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Trilogy, Inc.), Agreement and Plan of Merger (Versata Inc)
Dividends; Changes in Capital Stock. Declare Except as contemplated by this Agreement, declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock (except for dividends by a Subsidiary of Target to Target or other distributions by any subsidiary only to Company or any direct or indirect wholly-owned subsidiary another Subsidiary of Company; Target), or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or purchase, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors (or equivalent positions) and consultants in accordance with agreements in effect on the Execution Date providing for the repurchase of shares in connection with any termination of service to itit or its Subsidiaries;
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Amerilink Corp), Agreement and Plan of Reorganization (Tandy Corp /De/)
Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock except for (other than cash dividends or other distributions paid by any subsidiary only a Subsidiary to Company Target or any direct or indirect wholly-owned subsidiary of Company; other Subsidiary in accordance with applicable Law), or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, 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 service to it;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HealthSpring, Inc.), Agreement and Plan of Merger (HealthSpring, Inc.)
Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock except for dividends or other distributions by any subsidiary only to Company or any direct or indirect wholly-owned subsidiary of Company; stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, stock (other than any issuance of Common Stock upon exercise of outstanding options therefor outstanding as of the date of this Agreement) or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, 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 service to it;
Appears in 1 contract
Dividends; Changes in Capital Stock. Declare Except for dividends paid to the Stockholders to reduce the Working Capital to the Target Working Capital Amount, declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its Company’s capital stock except for dividends or other distributions by any subsidiary only to Company or any direct or indirect wholly-owned subsidiary of Company; stock, or split, combine or reclassify any of its Company’s capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its any Company’s capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its any Company’s capital stock except from former employees, 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 service to itthe applicable Company or its subsidiaries;
Appears in 1 contract
Dividends; Changes in Capital Stock. Declare or pay any dividends dividend on or make any other distributions distribution (whether in cash, stock or property) in respect of any of its capital stock except for dividends (other than the payment of any dividend or other distributions distribution by any subsidiary only Subsidiary to the Company or any direct or indirect wholly-owned subsidiary another Subsidiary in the ordinary course of Company; business consistent with past practice), or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except except, in any such case, 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 service to itor adopt any resolution, plan or arrangement for liquidation, dissolution or winding-up;
Appears in 1 contract
Dividends; Changes in Capital Stock. Declare Other than with respect to cash dividends in amounts and at times not greater or more frequently than within the last twelve (12) months, declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock except for dividends or other distributions by any subsidiary only to Company or any direct or indirect wholly-owned subsidiary of Company; stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements identified in effect on Section 7.1(c) of the Execution Date Target Disclosure Schedule providing for the repurchase of shares in connection with any termination of service to itit or its subsidiaries;
Appears in 1 contract