Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock; (ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock; (iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units. (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 8 contracts
Samples: Rights Agreement (Be Aerospace Inc), Rights Agreement (Transact Technologies Inc), Rights Agreement (Transact Technologies Inc)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, ; provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;; or
(iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 6 contracts
Samples: Rights Agreement (Chefs' Warehouse, Inc.), Rights Agreement (Navigant International Inc), Rights Agreement (Navigant International Inc)
Certain Restrictions. (A) Whenever quarterly dividends or other any dividends or distributions payable payable, on Units of Series A B Preferred Stock as provided in Section 2 are have not been paid in arrearsfull, thereafter and until all such accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A B Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase repurchase or otherwise acquire for consideration consideration, any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A B Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase repurchase or otherwise acquire for consideration shares of any parity stock, ; provided, however, that the Corporation may at any time redeem, purchase repurchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase repurchase or otherwise acquire for consideration (other than shares of junior stock) any Units of Series A B Preferred Stock, except in accordance with a purchase repurchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such UnitsUnits on the same terms.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4Xxxxxxx 0, purchase xxxxxxxxxx or otherwise acquire such shares at such time and in such manner.
Appears in 5 contracts
Samples: Rights Agreement (InterDigital, Inc.), Rights Agreement (Mothers Work Inc), Rights Agreement (Interdigital Communications Corp)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 herein are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on on, or make any other distributions on on, any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;; or
(iv) redeem or purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, or any shares of parity stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such UnitsUnits and shares of parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series and classes.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation Corporation, unless the Corporation could, under paragraph (A) of this Section 43, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 5 contracts
Samples: Rights Agreement (Netlist Inc), Rights Agreement (Digimarc Corp), Rights Agreement (Marketwatch Inc)
Certain Restrictions. (A) Whenever quarterly dividends or other any dividends or distributions payable payable, on Units of Series A Preferred Stock as provided in Section 2 are have not been paid in arrearsfull, thereafter and until all such accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase repurchase or otherwise acquire for consideration consideration, any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase repurchase or otherwise acquire for consideration shares of any parity stock, ; provided, however, that the Corporation may at any time redeem, purchase repurchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase repurchase or otherwise acquire for consideration (other than shares of junior stock) any Units of Series A Preferred Stock, except in accordance with a purchase repurchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such UnitsUnits on the same terms.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4Xxxxxxx 0, purchase xxxxxxxxxx or otherwise acquire such shares at such time and in such manner.
Appears in 4 contracts
Samples: Rights Agreement (Liberty Technologies Inc), Rights Agreement (Gilbert Associates Inc/New), Rights Agreement (Liberty Technologies Inc)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 herein are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not
not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
; (ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
; (iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
; (iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 43, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 4 contracts
Samples: Rights Agreement (Sage Inc/Ca), Rights Agreement (Sage Inc/Ca), Rights Agreement (Aerocentury Corp)
Certain Restrictions. (Aa) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stockshares;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stockshares, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock shares on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stockshares, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock shares in exchange for shares of any junior stockshares;
(iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such UnitsUnit.
(Bb) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (Aa) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 3 contracts
Samples: Rights Agreement (Oneida LTD), Rights Agreement (Oneida LTD), Rights Agreement (Oneida LTD)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A E Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A E Preferred Stock shall have been paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A E Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase or otherwise acquire for consideration any Units of Series A E Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 3 contracts
Samples: Rights Agreement (Mpower Communications Corp), Rights Agreement (Mpower Communications Corp), Rights Agreement (Mpower Communications Corp)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until Until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units shares of Series A Preferred Stock shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units shares of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units Series A Preferred Stock and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity junior stock, providedPROVIDED, howeverHOWEVER, that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such parity junior stock in exchange for shares of any other junior stock;
(iv) purchase or otherwise acquire for consideration any Units shares of Series A Preferred StockStock or any shares of parity stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Unitsshares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(B) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 3 contracts
Samples: Rights Agreement (Bancfirst Corp /Ok/), Rights Agreement (Bancfirst Corp /Ok/), Rights Agreement (Oge Energy Corp)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units Shares of Series A B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units Shares of Series A B Preferred Stock shall have been paid in full, the Corporation shall not
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stockJunior Stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stockParity Stock, except dividends paid ratably on Units Shares of Series A B Preferred Stock and shares of all such parity stock Parity Stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units Shares and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stockJunior Stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock Junior Stock in exchange for shares of any junior stockJunior Stock;
(iv) redeem or purchase or otherwise acquire for consideration any Units Shares of Series A B Preferred Stock, or any Parity Stock except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary shares upon such terms as the Board of Directors, after consideration of the Corporation to purchase or otherwise acquire for consideration any shares of stock respective annual dividend rates, and other relative rights and preferences of the Corporation unless respective series and classes, shall determine in good faith, will result in fair an equitable treatment among the Corporation could, under paragraph (A) of this Section 4, purchase respective series or otherwise acquire such shares at such time and in such mannerclasses.
Appears in 3 contracts
Samples: Rights Agreement (Genvec Inc), Stockholders Rights Agreement (Furniture Brands International Inc), Stockholders Rights Agreement (Furniture Brands International Inc)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, ; provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 3 contracts
Samples: Rights Agreement (Adobe Systems Inc), Rights Agreement (Adobe Systems Inc), Rights Agreement (Adobe Systems Inc)
Certain Restrictions. (A) Whenever quarterly -------------------- dividends or other dividends or distributions payable on Units of Series A B Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A B Junior Preferred Stock shall have been paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A B Junior Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that -------- ------- the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;; or
(iv) purchase or otherwise acquire for consideration any Units of Series A B Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Samples: Rights Agreement (Georgia Pacific Corp), Rights Agreement (Georgia Pacific Corp)
Certain Restrictions. (A) Whenever quarterly -------------------- dividends or other dividends or distributions payable on Units of Series A C Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A C Junior Preferred Stock shall have been paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A C Junior Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that -------- ------- the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;; or
(iv) purchase or otherwise acquire for consideration any Units of Series A C Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Samples: Rights Agreement (Georgia Pacific Corp), Rights Agreement (Georgia Pacific Corp)
Certain Restrictions. (Ai) Whenever quarterly dividends or other dividends or distributions payable on Units of the Series A Preferred Stock Shares as provided in Section subparagraph 2 are in arrearshave not been declared or paid for any fiscal year, thereafter and until all accrued and unpaid such dividends and distributions, whether or not declared, distributions for such fiscal year on outstanding Units of Series A Preferred Stock Shares outstanding shall have been declared and paid in full, the Corporation shall notnot in such fiscal year:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(iia) declare or pay dividends on or make any other distributions on any shares of stock ranking junior or on a parity stock(either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares except dividends paid ratably on Units of the Series A Preferred Stock Shares and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitledentitled and, dividends or distributions payable in Common Stock;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(ivb) purchase or otherwise acquire for consideration any Units of Series A Preferred StockShares or any shares of stock ranking on a parity with the Series A Preferred Shares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Unitsshares upon such terms as the Board of Directors, after consideration of the respective dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(Bii) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4subparagraph 4(i), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Samples: Rights Agreement (Sundog Technologies Inc), Rights Agreement (Stancorp Financial Group Inc)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 herein are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, providedPROVIDED, howeverHOWEVER, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;; or
(iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Samples: Rights Agreement (DSP Group Inc /De/), Rights Agreement (DSP Group Inc /De/)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, or redeem or purchase or otherwise acquire for consideration on any shares of stock ranking junior stock(either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on dividends, or make any other distributions distributions, on any shares of stock ranking on a parity stock(either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on Units of the Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.; or
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Samples: Rights Agreement (Arbor Software Corp), Rights Agreement (Arbor Software Corp)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, providedPROVIDED, howeverHOWEVER, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Samples: Rights Agreement (Adobe Systems Inc), Rights Agreement (Adobe Systems Inc)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A B Preferred Stock as provided in Section 2 herein are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A B Preferred Stock shall have been paid in full, the Corporation shall not
not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
; (ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A B Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
; (iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
; (iv) purchase or otherwise acquire for consideration any Units of Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 43, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Samples: Rights Agreement (Glenborough Realty Trust Inc), Rights Agreement (Uniphase Corp /Ca/)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A B Preferred Stock shall have been paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A B Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase or otherwise acquire for consideration any Units of Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Samples: Rights Agreement (Winstar Communications Inc), Rights Agreement (Winstar Communications Inc)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Samples: Rights Agreement (Bank Jos a Clothiers Inc /De/), Rights Agreement (Pg&e Corp)
Certain Restrictions. (A) Whenever quarterly dividends or other -------------------- dividends or distributions payable on Units of Series A B Preferred Stock as provided in Section 2 herein are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A B Preferred Stock shall have been paid in full, the Corporation shall not
not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
; (ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A B Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
; (iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the -------- ------- Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
; (iv) purchase or otherwise acquire for consideration any Units of Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 43, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Samples: Rights Agreement (Optika Inc), Rights Agreement (Optika Inc)
Certain Restrictions. (A) Whenever quarterly dividends or other -------------------- dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 herein are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not
not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
; (ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
; (iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the -------- ------- Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
; (iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 43, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Samples: Rights Agreement (Electroglas Inc), Rights Agreement (Acuson Corp)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase repurchase or otherwise acquire for consideration any shares of junior stockshares;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stockshares, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock shares on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase repurchase or otherwise acquire for consideration shares of any parity stock, shares; provided, however, that the Corporation Company may at any time redeem, purchase repurchase or otherwise acquire shares of any such parity stock shares in exchange for shares of any junior stock;shares; or
(iv) purchase repurchase or otherwise acquire for consideration any Units of Series A Preferred StockUnits, except in accordance with a purchase repurchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Samples: Rights Agreement (Bunge LTD), Rights Agreement (Bunge LTD)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, or redeem or purchase or otherwise acquire for consideration on any shares of stock ranking junior stock(either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on dividends, or make any other distributions distributions, on any shares of stock ranking on a parity stock(either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on Units of the Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;on
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stockstock ranking junior (either as to dividends or upon liquidation, provideddissolution or winding up) to the Series A Preferred Stock, however, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity junior stock in exchange for shares of any stock of the Corporation ranking junior stock;
(ivas to dividends and upon dissolution, liquidation or winding up) purchase or otherwise acquire for consideration any Units of to the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Samples: Rights Agreement (Dart Group Corp)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 herein are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not
not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
; (ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
; (iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
; (iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (A) 5.1 Whenever quarterly dividends Quarterly Dividends or other dividends or distributions payable on Units of the Series A Preferred Stock as provided in Section 2 3 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, Quarterly Dividends on outstanding Units shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stockany Junior Stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stockParity Stock, except dividends paid ratably on Units of the Series A Preferred Stock and shares of all such parity stock Parity Stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stockJunior Stock, provided, however, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock Junior Stock in exchange for shares of any stock of the Corporation ranking junior stock;(either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) purchase make or otherwise acquire for consideration enter into any Units agreement with respect to any of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Unitsforegoing.
(B) 5.2 The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 45.1, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration consideration, any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, ; provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;; or
(iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock; PROVIDED, provided, howeverHOWEVER, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Samples: Rights Agreement (Adobe Systems Inc)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase repurchase or otherwise acquire for consideration any shares of junior stockshares;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stockshares, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock shares on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase repurchase or otherwise acquire for consideration shares of any parity stockshares; PROVIDED, provided, howeverHOWEVER, that the Corporation Company may at any time redeem, purchase repurchase or otherwise acquire shares of any such parity stock shares in exchange for shares of any junior stock;shares; or
(iv) purchase repurchase or otherwise acquire for consideration any Units of Series A Preferred StockUnits, except in accordance with a purchase repurchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (A) of this Section 4Xxxxxxx 0, purchase xxxxxxxxxx or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Samples: Rights Agreement (Bunge LTD)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units Shares of Series A 1 Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units Shares of Series A 1 Preferred Stock shall have been paid in full, the Corporation shall not
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stockJunior Stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stockParity Stock, except dividends paid ratably on Units Shares of Series A 1 Preferred Stock and shares of all such parity stock Parity Stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units Shares and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stockJunior Stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock Junior Stock in exchange for shares of any junior stockJunior Stock;
(iv) redeem or purchase or otherwise acquire for consideration any Units Shares of Series A 1 Preferred Stock, or any Parity Stock except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.by
Appears in 1 contract
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 43, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Junior Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, on or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Junior Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase or otherwise acquire for consideration any Units of Series A Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (A) Whenever quarterly dividends or other any dividends or distributions payable on Units of Series A B Preferred Stock as provided in Section 2 are have not been paid in arrearsfull, thereafter and until all such accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A B Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase repurchase or otherwise acquire for consideration consideration, any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A B Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase repurchase or otherwise acquire for consideration shares of any parity stock, ; provided, however, that the -------- ------- Corporation may at any time redeem, purchase repurchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase repurchase or otherwise acquire for consideration (other than shares of junior stock) any Units of Series A B Preferred Stock, except in accordance with a purchase repurchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such UnitsUnits on the same terms.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4Xxxxxxx 0, purchase xxxxxxxxxx or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Samples: Rights Agreement (Primus Telecommunications Group Inc)
Certain Restrictions. (A) Whenever quarterly dividends -------------------- or other dividends or distributions payable on Units of Series A C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A C Preferred Stock shall have been paid in full, the Corporation shall not
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A C Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at -------- ------- any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase or otherwise acquire for consideration any Units of Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Junior Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Junior Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, ; provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;; or
(iv) purchase or otherwise acquire for consideration any Units of Series A Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (A) Whenever quarterly dividends or other any dividends or distributions payable payable, on Units of Series A Preferred Stock as provided in Section 2 are have not been paid in arrearsfull, thereafter and until all such accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase repurchase or otherwise acquire for consideration consideration, any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase repurchase or otherwise acquire for consideration shares of any parity stock, ; provided, however, that the Corporation may at any time redeem, purchase repurchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase repurchase or otherwise acquire for consideration (other than shares of junior stock) any Units of Series A Preferred Stock, except in accordance with a purchase repurchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such UnitsUnits on the same terms.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding Units shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, or redeem or purchase or otherwise acquire for consideration on any shares of stock ranking junior stock(as to dividends) to the Series A Preferred Stock;
(ii) declare or pay dividends on dividends, or make any other distributions distributions, on any shares of stock ranking on a parity stock(as to dividends) with the Series A Preferred Stock, except dividends paid ratably on Units of the Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stockstock ranking junior (either as to dividends or upon liquidation, provideddissolution or winding up) to the Series A Preferred Stock, however, provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such parity junior stock in exchange for shares of any stock of the Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock or rights, warrants or options to acquire such junior stock;
(iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (Aa) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A B Preferred Stock as provided in Section 2 herein are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A B Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on on, or make any other distributions on on, any shares of parity stock, except dividends paid ratably on Units of Series A B Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;; or
(iv) redeem or purchase or otherwise acquire for consideration any Units of Series A B Preferred Stock, or any shares of parity stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such UnitsUnits and shares of parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series and classes.
(Bb) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation Corporation, unless the Corporation could, under paragraph (Aa) of this Section 45, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Samples: Temporary Bank Charter Protection Agreement (LendingClub Corp)
Certain Restrictions. (A) Whenever quarterly dividends -------------------- or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall notSection
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at -------- ------- any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (A) Whenever quarterly dividends -------------------- or other dividends or distributions payable on Units of Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at -------- ------- any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A C Preferred Stock as provided in Section 2 herein are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A C Preferred Stock shall have been paid in full, the Corporation shall not
not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
; (ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A C Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
; (iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
; (iv) purchase or otherwise acquire for consideration any Units of Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 43, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Samples: Rights Agreement (Organic Inc)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of Series A B Preferred Stock as provided in Section 2 herein are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A B Preferred Stock shall have been paid in full, the Corporation shall not
not (i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of junior stock;
; (ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A B Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
; (iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
; (iv) purchase or otherwise acquire for consideration any Units of Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Samples: Rights Agreement (Optika Inc)
Certain Restrictions. (A) Whenever quarterly dividends or other any dividends or distributions payable payable, on Units of Series A B Preferred Stock as provided in Section 2 are have not been paid in arrearsfull, thereafter and until all such accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units of Series A B Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase repurchase or otherwise acquire for consideration consideration, any shares of junior stock;
(ii) declare or pay dividends on or make any other distributions on any shares of parity stock, except dividends paid ratably on Units of Series A B Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase repurchase or otherwise acquire for consideration shares of any parity stock, ; provided, however, that the Corporation may at any time redeem, purchase repurchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase repurchase or otherwise acquire for consideration (other than shares of junior stock) any Units of Series A B Preferred Stock, except in accordance with a purchase repurchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such UnitsUnits on the same terms.
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase repurchase or otherwise acquire such shares at such time and in such mannerxxx xx xxxx xxxxxx.
Appears in 1 contract
Samples: Rights Agreement (Interdigital Communications Corp)
Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on Units of the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding Units shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior stock(either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity stock(either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on Units of the Series A Preferred Stock and shares of all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of such Units and all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any parity stock, provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any junior stock;
(iv) purchase or otherwise acquire for consideration any Units of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of such Units.; or
(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
