Changed the Company's authorized or issued capital stock, granted any stock option or right to purchase shares of capital stock of the Company; issued any security convertible into such capital stock; granted any registration rights, warrants or stock awards; purchased, redeemed, retired, or otherwise acquired any shares of any such capital stock; or, except for the Excluded Assets which may be transferred to the Sellers or their designees on or prior to the Closing Date, declared or paid any dividend or other distribution or payment in respect of shares of capital stock;

changed the Company's authorized or issued capital stock, granted of any stock option or right to purchase shares of capital stock of the Company; issued any security convertible into such capital stock, granted of any registration rights, granted options, warrants or stock awards, purchased, redeemed, retired, or otherwise acquired any shares of any such capital stock, or declared or payed any dividend or other distribution or payment in respect of shares of capital stock;