Dividends, Issuance of, or Changes in Securities. Company shall ----------------------------------------------- not without the prior written consent of Parent: (i) declare or pay any dividends on or make other distributions to its stockholders (whether in cash, shares or property), (ii) issue, deliver, sell, or authorize, propose or agree to, or commit to the issuance, delivery, or sale of any shares of its capital stock of any class, any Company Voting Debt or any securities convertible into its capital stock, any options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements or rights of any character obligating Company to issue any such shares, Company Voting Debt or other convertible securities except as any of the foregoing is required by outstanding Company Options or Company Preferred Shares, (iii) 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 capital stock of Company, (iv) repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock, or (v) propose any of the foregoing.
Dividends, Issuance of, or Changes in Securities. None of the Acquired Companies shall: (i) declare or pay any dividends on or make other distributions to its shareholders, members or interest holders, as applicable (whether in cash, shares or property), (ii) issue, deliver, sell, or authorize, propose or agree to, or commit to the issuance, delivery, or sale of any shares of its capital stock or membership interests of any class, any Acquired Company Voting Debt or any securities convertible into its capital stock, any options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements or rights of any character obligating the Acquired Company to issue any such shares, Acquired Company Voting Debt or other convertible securities, (iii) 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 capital stock of an Acquired Company, (iv) repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or membership interests (except pursuant to rights under existing agreements to repurchase shares upon termination of employment or other service relationships), or (v) propose any of the foregoing.
Dividends, Issuance of, or Changes in Securities. INT'X.xxx will not: (i) declare or pay any dividends on or make other distributions to its stockholders (whether in cash, shares or property), (ii) issue, deliver, sell, or authorize, propose, or agree to, or commit to the issuance, delivery, or sale of any shares of its capital stock of any class, any Company Voting Debt or any securities convertible into its capital stock, any options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements or rights of any character obligating INT'X.xxx to issue any such shares, INT'X.xxx Voting Debt or other convertible securities except as any of the foregoing is required by Outstanding INT'X.xxx Options; (iii) 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 capital stock of INT'X.xxx, (iv) repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or options or warrants related thereto, or (v) take any action in furtherance of any of the foregoing.
Dividends, Issuance of, or Changes in Securities. Neither Mentorix nor Mentorix India will: (i) declare or pay any dividends on or make other distributions to its shareholders (whether in cash, shares or property), (ii) issue, deliver, sell, or authorize, propose, or agree to, or commit to the issuance, delivery, or sale of any shares of its capital stock of any class, any Mentorix Voting Debt, Mentorix India Voting Debt, or any securities convertible into its capital stock, any options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements or rights of any character obligating Mentorix to issue any such shares, Mentorix Voting Debt, Mentorix India Voting Debt or other convertible securities except as any of the foregoing is required by the exercise of outstanding Mentorix Options; (iii) 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 capital stock of Mentorix or Mentorix India, as applicable, (iv) repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or options or warrants related thereto, or (v) propose any of the foregoing.
Dividends, Issuance of, or Changes in Securities. Driveoff shall not: (i) declare or pay any dividends on or make other distributions to its stockholders (whether in cash, shares or property), (ii) except in connection with conversion of the Term Note and exercise of the WFC Warrant, issue, deliver, sell, or authorize, propose or agree to, or commit to the issuance, delivery, or sale of any shares of its capital stock of any class, any Driveoff Voting Debt or any securities convertible into its capital stock, any options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements or rights of any character obligating Driveoff to issue any such shares, Driveoff Voting Debt or other convertible securities, (iii) 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 capital stock of Driveoff, (iv) repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock, or (v) propose any of the foregoing, except for (a) valid grants of Driveoff Options under the Driveoff Plan in the ordinary course of business and consistent with past practice, if such grants will be convertible according to their terms into CPI Options as set forth in Section 1.4.3 of this Agreement, (b) the issuance and sale of Driveoff Common Shares pursuant to options granted under the Driveoff Plan prior to the date hereof, or (c) issuances to Navidec and WFC that result in ownership of Driveoff Common Shares by such parties as contemplated by Section 2.2.2.
Dividends, Issuance of, or Changes in Securities. Calogic will not: (i) declare or pay any dividends on or make other distributions to its stockholders (whether in cash, shares or property), (ii) issue, deliver, sell, or authorize, propose, or agree to, or commit to the issuance, delivery, or sale of any shares of its capital stock of any class, any Company Voting Debt or any securities convertible into its capital stock, any options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements or rights of any character obligating Calogic to issue any such shares, Company Voting Debt or other convertible securities except as any of the foregoing is required by Calogic Options; (iii) 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 capital stock of Calogic, (iv) repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or options or warrants related thereto, or (v) propose any of the foregoing except as contemplated herein in connection with the transactions described in this Agreement.
Dividends, Issuance of, or Changes in Securities. Except for the dividend previously paid and described in Section 3.2(a), DA will not: (i) declare or pay any dividends on or make other distributions to its stockholders (whether in cash, shares or property), (ii) issue, deliver, sell, or authorize, propose, or agree to, or commit to the issuance, delivery, or sale of any shares of its capital stock of any class, any Company Voting Debt or any securities convertible into its capital stock, any options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements or rights of any character obligating DA to issue any such shares, Company Voting Debt or other convertible securities except as any of the foregoing is required by Outstanding DA Options; (iii) 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 capital stock of DA, (iv) repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or options or warrants related thereto, or (v) propose any of the foregoing.
Dividends, Issuance of, or Changes in Securities. The Company will not: (i) declare or pay any dividends on or make other distributions to its stockholders (whether in cash, shares or property), (ii) issue, deliver, sell, or authorize, propose, or agree to, or commit to the issuance, delivery, or sale of any shares of its capital stock of any class, or any securities convertible into its capital stock, any options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements or rights of any character obligating the Company to issue any such shares, or other convertible securities except as any of the foregoing is required by outstanding Company Options, (iii) 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 capital stock of the Company, (iv) repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or options or warrants related thereto, or (v) propose any of the foregoing. The Company shall notify Parent at least 5 days in advance of any declaration or payment of any dividend or other distribution (whether in cash, shares or property) required to be made to its stockholders pursuant to the Company Charter Documents and Parent’s consent to such declaration or payment shall not be unreasonably withheld or delayed.
Dividends, Issuance of, or Changes in Securities. Onex will not: (i) ------------------------------------------------ declare or pay any dividends on or make other distributions to its stockholders (whether in cash, shares or property), (ii) issue, deliver, sell, or authorize, propose, or agree to, or commit to the issuance, delivery, or sale of any shares of its capital stock of any class, any Onex Voting Debt or any securities convertible into its capital stock, any options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements or rights of any character obligating Onex to issue any such shares, Onex Voting Debt or other convertible securities except as any of the foregoing is required by Outstanding Onex Options, (iii) 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 capital stock of Onex, (iv) repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or options or warrants related thereto, or (v) propose any of the foregoing. Onex shall notify TranSwitch at least 5 days in advance of any declaration or payment of any dividend or other distribution (whether in cash, shares or property) required to be made to its stockholders pursuant to the Onex Charter Documents and TranSwitch's consent to such declaration or payment shall not be unreasonably withheld or delayed.
Dividends, Issuance of, or Changes in Securities. EZBid shall not: (i) declare or pay the 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 issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of capital stock of EZBid, or repurchase or otherwise acquire, directly or indirectly, any shares of common stock of EZBid 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 EZBid; (ii) issue, deliver, or sell, or authorize, propose or agree to, or commit to the issuance, delivery, or sale of any shares of its capital stock of any class, any EZBid Voting Debt or any securities convertible into its capital stock, any options, warrants, calls, conversion rights, commitments, agreements, contracts, understandings, restrictions, arrangements or rights of any character obligating EZBid to issue any such shares, EZBid Voting Debt or other convertible securities; (iii) 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 capital stock of EZBid; (iv) repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; or (v) propose any of the foregoing.
