Common use of Dividends; Changes in Capital Stock Clause in Contracts

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;

Appears in 25 contracts

Samples: Merger Agreement (RTI Biologics, Inc.), Share Exchange Agreement (WebXU, Inc.), Share Exchange Agreement (WebXU, Inc.)

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Dividends; Changes in Capital Stock. Declare declare or pay any cash or property dividends on or make any other cash or property distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockstock except from former employees, directors and consultants in accordance with the Company's standard or usual (as at the date hereof) agreements providing for the repurchase of shares in connection with any termination of service to it or its Subsidiaries;

Appears in 5 contracts

Samples: Merger Agreement (Ikos Systems Inc), Merger Agreement (Ikos Systems Inc), Merger Agreement (Mentor Graphics Corp)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its capital stockEquity Interests, or split, combine or reclassify any of its capital stock Equity Interests or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its capital stockEquity Interests, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockEquity Interests except for Permitted Issuances;

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Alteryx, Inc.), Merger Agreement (Zuora Inc), Merger Agreement (Model N, Inc.)

Dividends; Changes in Capital Stock. Declare or pay any cash dividends on or make any other cash distributions (whether in cash, stock or property) in respect of any of its capital stockstock (provided that Acquiror's subsidiaries may pay cash dividends and make other cash distributions to Acquiror or other parent entities or as may be required by any agreement in effect on the date hereof), or split, combine combine, recapitalize or reclassify any of its capital stock stock, or issue or authorize the issuance of any other securities in respect of, in lieu of of, or in substitution for shares of its capital stockfor, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;

Appears in 3 contracts

Samples: Merger Agreement (Ontrack Data International Inc), Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Kroll Inc)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;

Appears in 3 contracts

Samples: Merger Agreement (Pantheon Arizona Corp.), Merger Agreement (Pantheon China Acquisition Corp.), Merger Agreement (China Cord Blood Corp)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stockstock (provided that Target's subsidiaries may pay dividends and make other distributions to Target), or split, combine combine, recapitalize or reclassify any of its capital stock stock, or issue or authorize the issuance of any other securities in respect of, in lieu of of, or in substitution for for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Kroll Inc), Agreement and Plan of Reorganization (Kroll Inc), Merger Agreement (Ontrack Data International Inc)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of of, or in substitution for for, shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;; or

Appears in 3 contracts

Samples: Merger Agreement (Best Buy Co Inc), Merger Agreement (Best Buy Co Inc), Merger Agreement (Musicland Stores Corp)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, ; or split, combine or reclassify any of its capital stock or stock, except for the issuance of shares of Company Common Stock pursuant to the exercise of Company Options issued and outstanding on the date hereof, issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;

Appears in 2 contracts

Samples: Merger Agreement (Saba Software Inc), Merger Agreement (Centra Software Inc)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its or any Subsidiary’s capital stock, or split, combine or reclassify any of its or any Subsidiary’s capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its or any Subsidiary’s capital stock, or repurchase repurchase, redeem or otherwise acquire, directly or indirectly, any shares of its or any Subsidiary’s capital stock;

Appears in 2 contracts

Samples: Escrow Agreement (SCG Financial Acquisition Corp.), Merger Agreement (SCG Financial Acquisition Corp.)

Dividends; Changes in Capital Stock. Declare declare or pay any cash or property dividends on or make any other cash or property distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockstock except from former employees, directors and consultants in accordance with the Company’s standard or usual (as at the date hereof) agreements providing for the repurchase of shares in connection with any termination of service to it or its Subsidiaries;

Appears in 2 contracts

Samples: Merger Agreement (Tut Systems Inc), Merger Agreement (Copper Mountain Networks Inc)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;

Appears in 2 contracts

Samples: Merger Agreement (Applied Nanotech Holdings, Inc), Merger Agreement (Id Arizona Corp.)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stockShares, or split, combine or reclassify any of its capital stock Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stockShares, or repurchase or otherwise acquire, directly or indirectly, any shares Shares (other than pursuant to agreements with service providers entered into prior to the date of its capital stockthis Agreement);

Appears in 2 contracts

Samples: Merger Agreement (Q2 Holdings, Inc.), Merger Agreement

Dividends; Changes in Capital Stock. Declare Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stockCompany Common Stock, or split, combine or reclassify any of its capital stock Company Common Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stockCompany Common Stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockCompany Common Stock;

Appears in 2 contracts

Samples: Merger Agreement (Us Dry Cleaning Corp), Merger Agreement (Us Dry Cleaning Corp)

Dividends; Changes in Capital Stock. Declare Declare, accrue, set aside or pay any dividends on dividend or make any other distributions (whether in cash, stock or property) distribution in respect of any shares of its capital stock, or splitrepurchase, combine redeem or reclassify otherwise reacquire any shares of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stocksecurities;

Appears in 1 contract

Samples: Merger Agreement (Protein Design Labs Inc/De)

Dividends; Changes in Capital Stock. Declare Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stockCompany Capital Stock, or split, combine or reclassify any of its capital stock Company Capital Stock or issue (except as permitted by Section 5.2(d)) or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stockCompany Capital Stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockCompany Capital Stock;

Appears in 1 contract

Samples: Agreement and Plan of Merger (Amicus Therapeutics Inc)

Dividends; Changes in Capital Stock. Declare declare or pay any dividends dividend on or make any other distributions distribution (whether other than dividends payable solely in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares any of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;

Appears in 1 contract

Samples: Merger Agreement (Criteo S.A.)

Dividends; Changes in Capital Stock. Declare declare or pay any dividends dividend on or make any other distributions distribution (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares any of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockstock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of such capital stock in connection with any termination of service to the Company;

Appears in 1 contract

Samples: Sale Agreement (Sirna Therapeutics Inc)

Dividends; Changes in Capital Stock. Declare declare or pay any dividends dividend on or make any other distributions distribution (whether in cash, stock or property) in respect of any of its capital stockshares, or split, combine or reclassify any of its capital stock shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stockshares, or repurchase or otherwise acquire, directly or indirectly, any shares except from former employees, directors and consultants in accordance with agreements providing for the repurchase of its capital stockshares at original (or lower) cost in connection with any termination of service to it;

Appears in 1 contract

Samples: Merger Agreement (Atheros Communications Inc)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, ; or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;.

Appears in 1 contract

Samples: Merger Agreement (Implant Sciences Corp)

Dividends; Changes in Capital Stock. Declare Declare, accrue, set aside or pay any dividends on dividend or make any other distributions (whether in cash, stock or property) distribution in respect of any shares of its capital stock, or splitrepurchase, combine redeem or reclassify otherwise reacquire any shares of its capital stock or issue or authorize the issuance of any other securities other than in respect ofconnection with the cancellation or redemption of Company Options, in lieu of Company Warrants or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockindebtedness;

Appears in 1 contract

Samples: Share Exchange Agreement (Cellegy Pharmaceuticals Inc)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its the Company’s capital stock, or split, combine or reclassify any of its the Company’s capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its the Company’s capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its the Company’s capital stock;

Appears in 1 contract

Samples: Option and Purchase Agreement (Netfabric Holdings, Inc)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stockTarget Capital Stock, or split, combine or reclassify any of its capital stock Target Capital Stock or issue or authorize the issuance of any other securities in respect of, in lieu of of, or in substitution for for, shares of its capital stockTarget Capital Stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockTarget Capital Stock, except as set forth on Section 5.1(iii) of the Disclosure Schedule;

Appears in 1 contract

Samples: Acquisition Agreement (Autobytel Inc)

Dividends; Changes in Capital Stock. Declare Except for the payment of quarterly dividends on the KW Preferred Stock in an amount and a manner consistent with past practices, declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;

Appears in 1 contract

Samples: Merger Agreement (Prospect Acquisition Corp)

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Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its capital stockEquity Interests, or split, combine or reclassify any of its capital stock Equity Interests or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its capital stockEquity Interests, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockEquity Interests;

Appears in 1 contract

Samples: Merger Agreement (Guidewire Software, Inc.)

Dividends; Changes in Capital Stock. Declare Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any common stock of its capital stockany of the Companies, or split, combine or reclassify any common stock of its capital stock the Companies or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stockcommon stock of any of the Companies, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockcommon stock of any of the Companies;

Appears in 1 contract

Samples: Purchase Agreement (Us Dry Cleaning Corp)

Dividends; Changes in Capital Stock. Declare or pay any dividends on on, or make any other distributions (whether in cash, stock or property) in respect of of, any shares of its capital stock, or split, combine or reclassify any shares of its capital stock stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, acquire any shares of its capital stock;

Appears in 1 contract

Samples: Stock Purchase Agreement (Cylink Corp /Ca/)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its Target's capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;

Appears in 1 contract

Samples: Stock Purchase Agreement (Spyglass Inc)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, cancel or agree to cancel shares of its capital stock or repurchase, agree to repurchase or otherwise acquire or agree to acquire, directly or indirectly, any shares of its capital stocksecurities;

Appears in 1 contract

Samples: Merger Agreement (Prospect Acquisition Corp)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its capital stockEquity Interests, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, Equity Interests or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockEquity Interests, except the repurchase from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service;

Appears in 1 contract

Samples: Merger Agreement (Ouster, Inc.)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stockCompany Capital Stock, or split, combine or reclassify any of its capital stock Company Capital Stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stockCompany Capital Stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockCompany Capital Stock;

Appears in 1 contract

Samples: Merger Agreement (Shutterfly Inc)

Dividends; Changes in Capital Stock. Declare Declared or pay paid any dividends on or make made any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine combined or reclassify reclassified any of its capital stock or issue issued or authorize authorized the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase repurchased or otherwise acquireacquired, directly or indirectly, any shares of its capital stock;

Appears in 1 contract

Samples: Stock Purchase Agreement (Landec Corp \Ca\)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stockShares, or split, combine or reclassify any of its capital stock Shares or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stockShares, or repurchase or otherwise acquire, directly or indirectly, any Shares except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of its capital stockservice to it;

Appears in 1 contract

Samples: Share Purchase Agreement (Silicon Laboratories Inc)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stockCapital Stock, or split, combine or reclassify any of its capital stock Capital Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stockCapital Stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockCapital Stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to it;

Appears in 1 contract

Samples: Merger Agreement (Silicon Laboratories Inc)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stockCompany Capital Stock, or split, combine or reclassify any of its capital stock Company Capital Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stockCompany Capital Stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockCompany Capital Stock, except for repurchases or issuances of securities pursuant to agreements existing on the date hereof and made available to Parent;

Appears in 1 contract

Samples: Merger Agreement (Intermec, Inc.)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock stock, or property) in respect of any of its their capital stock, or split, combine combine, or reclassify any of its their capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of of, or in substitution for shares of its their capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its their capital stock;

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Mattson Technology Inc)

Dividends; Changes in Capital Stock. Declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its capital stockEquity Interests, or split, combine or reclassify any of its capital stock Equity Interests or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for shares of its capital stockEquity Interests, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stockEquity Interests, in each case except for Permitted Issuances;

Appears in 1 contract

Samples: Merger Agreement (Hewlett Packard Enterprise Co)

Dividends; Changes in Capital Stock. Declare Other than the distributions contemplated under Section 1.1 hereof, declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;

Appears in 1 contract

Samples: Merger Agreement (Western Wind Energy Corp)

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