Capital Changes; Dividends; Redemptions; Dilution Sample Clauses

Capital Changes; Dividends; Redemptions; Dilution. The Issuer will not, except as disclosed in Exhibit C or 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.
Sample 1
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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, 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.
Sample 1
Capital Changes; Dividends; Redemptions; Dilution. Subsidiaries........................................... 18 ------------ 6.1.5 Organization........................................... 18 ------------ 6.1.6
Sample 1
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.
Sample 1

Related to Capital Changes; Dividends; Redemptions; Dilution

  • Dividends, Distributions and Redemptions To enable each Fund to pay dividends or other distributions to shareholders of each such Fund and to make payment to shareholders who have requested repurchase or redemption of their shares of each such Fund (collectively, the "Shares"), the Custodian shall release cash or Securities insofar as available. In the case of cash, the Custodian shall, upon the receipt of Instructions, transfer such funds by check or wire transfer to any account at any bank or trust company designated by each such Fund in such Instructions. In the case of Securities, the Custodian shall, upon the receipt of Special Instructions, make such transfer to any entity or account designated by each such Fund in such Special Instructions.

  • Dividends, Distributions, Redemptions, and Repurchases Notwithstanding any other provisions of this Declaration of Trust, including, without limitation, Article VI, no dividend or distribution including, without limitation, any distribution paid upon dissolution of the Trust or of any Series with respect to, nor any redemption or repurchase of, the Shares of any Series or class shall be effected by the Trust other than from the assets held with respect to such Series, nor, except as specifically provided in Section 7 of this Article III, shall any Shareholder of any particular Series otherwise have any right or claim against the assets held with respect to any other Series or the Trust generally except to the extent that such Shareholder has such a right or claim hereunder as a Shareholder of such other Series. The Board of Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders.

  • Dividends and Redemptions 70 8.12 Transactions with Affiliates ......................................................... 70 8.13

  • Restriction on Redemption and Cash Dividends So long as any Notes are outstanding, the Company shall not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of the Company without the prior express written consent of the Buyers.

  • In-kind redemptions The Acquiring Fund acknowledges and agrees that, if and to the extent consistent with the Acquired Fund’s registration statement, as amended from time to time, the Acquired Fund may, in its sole discretion, honor any redemption request partially or wholly in-kind in a manner consistent with Federated Hermes Funds’ Redemption-In-Kind Procedures.

  • Adjustments for Certain Dividends and Distributions If the Maker shall at any time or from time to time after the Issuance Date, make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the applicable Conversion Price in effect immediately prior to such event shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date, by multiplying, the applicable Conversion Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

  • Optional Redemption upon Equity Offerings At any time, or from time to time, prior to June 1, 2010, the Company may, at its option, use an amount not to exceed the net cash proceeds of one or more Equity Offerings to redeem up to 35% of the aggregate principal amount of the Notes (which includes Additional Notes, if any) originally issued under this Indenture at a redemption price of 110.500% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, to the Redemption Date; provided that: (1) at least 65% of the principal amount of Notes (which includes Additional Notes, if any) originally issued under this Indenture remains outstanding immediately after any such redemption; and (2) the Company makes such redemption not more than 120 days after the consummation of any such Equity Offering.

  • Stock Splits, Dividends and Combinations In the event that the Company shall at any time subdivide the outstanding shares of Common Stock, or shall issue a stock dividend on its outstanding shares of Common Stock, the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such subdivision or to the issuance of such stock dividend shall be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the Company shall at any time combine the outstanding shares of Common Stock, the number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased, and the Exercise Price shall be proportionately increased, effective at the close of business on the date of such subdivision, stock dividend or combination, as the case may be.

  • Securities Payable on Redemption Date Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307. If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

  • Adjustment for Certain Dividends and Distributions In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

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