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

Dividends; Changes in Capital Stock. Except as contemplated by this Agreement, 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 (except for dividends by a Subsidiary of Target to Target or another Subsidiary of Target), 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 purchase, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors (or equivalent positions) and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to it or its Subsidiaries;

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Tandy Corp /De/), Agreement and Plan of Reorganization (Amerilink Corp)

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Dividends; Changes in Capital Stock. Except as contemplated by this Agreement, declare 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 (except for dividends or other distributions by a Subsidiary any subsidiary only to Company or any direct or indirect wholly-owned subsidiary of Target to Target or another Subsidiary of Target), Company; 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 purchase, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors (or equivalent positions) and consultants in accordance with agreements in effect on the Execution Date providing for the repurchase of shares in connection with any termination of service to it or its Subsidiariesit;

Appears in 2 contracts

Samples: Merger Agreement (Plumtree Software Inc), Merger Agreement (Bea Systems Inc)

Dividends; Changes in Capital Stock. Except as contemplated by this Agreement, declare 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 (except for other than cash dividends paid by a Subsidiary of Target to Target or another any other Subsidiary of Targetin accordance with applicable Law), 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 purchase, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors (or equivalent positions) and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to it or its Subsidiariesit;

Appears in 2 contracts

Samples: Agreement and Plan of Merger (HealthSpring, Inc.), Merger Agreement (HealthSpring, Inc.)

Dividends; Changes in Capital Stock. Except as contemplated by this Agreement, 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 (except for dividends as required by a Subsidiary the Articles of Target to Target or another Subsidiary Incorporation in effect as of Targetthe date of this Agreement), 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 purchaserepurchase, repurchase redeem or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors (or equivalent positions) and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to it or its Subsidiariesit;

Appears in 1 contract

Samples: Merger Agreement (Ndchealth Corp)

Dividends; Changes in Capital Stock. Except as contemplated by this Agreement, declare 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 stock (except for dividends by a Subsidiary of Target to Target or another Subsidiary of Target)Equity Interests, or split, combine or reclassify any of its capital stock Equity Interests or issue or authorize the issuance of any Equity Interests (except in accordance with Section 4.2(e)) or other securities in respect of, in lieu of or in substitution for shares of its capital stockEquity Interests, or purchase, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock Equity Interests except from former employees, non-employee directors (or equivalent positions) and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to it or its Subsidiariesservice;

Appears in 1 contract

Samples: Merger Agreement (Etsy Inc)

Dividends; Changes in Capital Stock. Except as contemplated by this Agreement, 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 (except for dividends other than the payment of any dividend or distribution by a any Subsidiary of Target to Target the Company or another Subsidiary of TargetSubsidiary), 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 purchase, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except except, in any such case, from former employees, non-employee directors (or equivalent positions) and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to it or its Subsidiariesadopt any resolution, plan or arrangement for liquidation, dissolution or winding-up;

Appears in 1 contract

Samples: Merger Agreement (Sourcefire Inc)

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Dividends; Changes in Capital Stock. Except as contemplated by this Agreement, declare 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 (except for other than payment of quarterly cash dividends by a Subsidiary to stockholders of Target to Target or another Subsidiary of Targetnot more than $.05 per share), 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 purchase, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock stock, except from former employees, directors (or equivalent positions) and consultants insurance agents in accordance with agreements providing for the repurchase of shares in connection with any termination of service to it or its Subsidiaries;

Appears in 1 contract

Samples: Merger Agreement (Old Guard Group Inc)

Dividends; Changes in Capital Stock. Except as contemplated by this Agreement, declare 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 (except for dividends by a Subsidiary of Target to Target or another Subsidiary of Target)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 stockstock (other than any issuance of capital stock upon exercise of outstanding options, warrants or rights therefor), or purchase, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors (or equivalent positions) and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to it or its Subsidiariessubsidiaries;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Quintus Corp)

Dividends; Changes in Capital Stock. Except as contemplated by this Agreement, declare Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its the capital stock of the Edgetech Entities (except for dividends as contemplated by a Subsidiary of Target the Reorganization or with respect to Target or another Subsidiary of Targetintercompany accounts), 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 purchase, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, non-employee directors (or equivalent positions) and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to it or its Subsidiariesservice;

Appears in 1 contract

Samples: Merger Agreement (Quanex Building Products CORP)

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