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; or split, combine or reclassify any of its capital stock or, except for the issuance of shares pursuant to the exercise of options issued and outstanding on the Execution Date or granted pursuant to Section 5.2(e) hereof pursuant to restricted stock agreements with employees, 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 providing for the repurchase of shares in connection with any termination of service to it pursuant to restricted stock agreements with employees;
Appears in 2 contracts
Samples: Merger Agreement (Authorize.Net Holdings, Inc.), Agreement and Plan of Reorganization (Cybersource Corp)
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; stock or otherwise, or split, combine or reclassify any of its capital stock or, except for the issuance of shares pursuant to the exercise of options issued and outstanding on the Execution Date or granted pursuant to Section 5.2(e) hereof pursuant to restricted stock agreements with employees, issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stockstock (other than upon exercise, conversion or exchange of any options, or other convertible or exercisable securities of Seller outstanding as of the date hereof), or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employeesEmployees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to it pursuant to restricted stock agreements with employeesit;
Appears in 2 contracts
Samples: Asset Purchase Agreement (Neomagic Corp), Asset Purchase Agreement (Neomagic Corp)
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; , or (except in the case of Ameralink’s recapitalization of its shares as set forth in Section 5.12(a) and its issuance of the stock option as set forth in Section 12(e) hereof) split, combine or reclassify any of its capital stock or, except for the issuance of shares pursuant to the exercise of options issued and outstanding on the Execution Date or granted pursuant to Section 5.2(e) hereof pursuant to restricted stock agreements with employees, 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 providing for the repurchase of shares in connection with any termination of service to it pursuant to restricted stock agreements with employeesor its subsidiaries;
Appears in 2 contracts
Samples: Merger Agreement (Amera Link Inc), Merger Agreement (Amera Link 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; or split, combine or reclassify any of its capital stock or, or except for the issuance of shares of Company Common Stock pursuant to the exercise of options Company Options issued and outstanding on the Execution Date date hereof or granted pursuant to Section 5.2(e4.2(e) hereof pursuant to restricted stock agreements with employeeshereof, 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 providing for the repurchase of shares in connection with any termination of service to it pursuant to restricted stock agreements with employeesit;
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Credence Systems Corp), Merger Agreement (Nptest Holding Corp)