Capital Changes; Dividends; Redemptions; Dilution Clause Samples

Capital Changes; Dividends; Redemptions; Dilution. The Issuer ------------------------------------------------- will not, except as disclosed in the Disclosure Schedule, before the Closing, issue or sell any shares of capital stock or other securities, acquire directly or indirectly by redemption or otherwise, any such capital stock, reclassify or split up any such capital stock, declare or pay any dividends thereon in cash, securities, or other property, or make any other distribution with respect thereto, or grant or enter into any options, warrants, calls, or commitments of any kind with respect thereto. Following the Closing and prior to an initial public offering referred to herein, the Issuer will not issue or sell any shares of capital stock or other securities, reclassify or split-up any such capital stock, or grant or enter into any options, warrants, calls or commitments of any kind with respect thereto that will have the effect of diluting the 25% ownership of the Buyer without approval of 100% of the issued and outstanding capital stock, provided however, (i) that the Issuer may approve an initial public offering of the capital stock of the Issuer upon resolution of the board of directors and shareholders, passed in accordance with the by-laws of the Issuer, (ii) that the Issuer may cause such shares of capital stock or other securities to be issued or granted as are necessary to effectuate the initial public offering, and (iii) that, following the initial public offering, the Issuer may take any and all actions with respect to its capital stock in accordance with the respective by-laws of such Issuer.