Except. (i) with the prior written consent of Worldpay; (ii) as required by Law; (iii) as expressly contemplated by this agreement or the Announcement; or (iv) as permitted or required pursuant to the Exchange Agreement, Vantiv shall not (and shall procure that no member of its Group shall) before the Effective Date: (a) other than in satisfaction of options or awards in respect of Vantiv Stock granted to employees in the normal and ordinary course and in accordance with Vantiv’s employee incentive plans, the rules of which have been disclosed in writing to Worldpay before the date of this agreement: (i) allot or issue any shares in common stock of Vantiv or any securities convertible into shares in common stock of Vantiv or which otherwise refer to the value of shares in common stock of Vantiv; or (ii) grant any option over or right to subscribe for any shares in common stock of Vantiv or any securities referred to in (i) above; or (b) consolidate, sub-divide, reclassify, redeem or repurchase any Vantiv Stock.
Appears in 5 contracts
Samples: Co Operation Agreement, Co Operation Agreement (Vantiv, Inc.), Co Operation Agreement (Vantiv, Inc.)
