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

Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its Subsidiaries to, and shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, except dividends by the Company or its Subsidiaries in the Ordinary Course, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Mg Waldbaum Co), Agreement and Plan of Merger (Mg Waldbaum Co), Agreement and Plan of Merger (Michael Foods Inc /Mn)

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Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its Subsidiaries to, and shall not propose or commit to, (i) declare or pay any dividends on on, or make other distributions in respect of of, any of its capital stock, except dividends by the Company or its Subsidiaries in the Ordinary Course, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bruker Daltonics Inc), Agreement and Plan of Merger (Bruker Axs Inc)

Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its Subsidiaries to, and shall not propose to, directly or indirectly (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, except dividends by the Company or its Subsidiaries in the Ordinary Course, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stockstock or other securities of the Company or any of its Subsidiaries.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ssa Global Technologies, Inc), Agreement and Plan of Merger (Exe Technologies Inc)

Dividends; Changes in Share Capital. The Except as set forth on Schedules 5.4(ii) and 5.4(iii) and subject to Section 12.12, the Company shall not, and shall not permit any of its Subsidiaries to, and shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, except dividends by the Company or its Subsidiaries in the Ordinary Course, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

Appears in 2 contracts

Samples: Marketing and Facilitation Agreement (Pro Fac Cooperative Inc), Marketing and Facilitation Agreement (Agrilink Foods Inc)

Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its Subsidiaries to, and shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, except the declaration and payment of regular dividends by from a Subsidiary of the Company to the Company or its Subsidiaries to another Subsidiary of the Company in the Ordinary Courseaccordance with past dividend practice, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock stock, except for any such transaction by a wholly owned Subsidiary of the Company which remains a wholly owned Subsidiary after consummation of such transaction, or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Symmetricom Inc), Agreement and Plan of Merger (Datum Inc)

Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its Subsidiaries to, and shall not propose to, (i) declare declare, set aside or pay any dividends on dividend or make other distributions in distribution with respect of to any of its capital 40 48 stock, except dividends by the Company or its Subsidiaries in the Ordinary Course, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock stock, except for any such transaction by a wholly-owned Subsidiary of the Company which remains a wholly-owned Subsidiary after consummation of such transaction, or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, except for any such transaction by a wholly-owned Subsidiary of the Company which remains a wholly-owned Subsidiary after consummation of such transaction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Usa Networks Inc)

Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its Subsidiaries to, and shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, except dividends by the Company or its Subsidiaries in the Ordinary Course, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock stock, or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sunrise Medical Inc)

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Dividends; Changes in Share Capital. The Company shall not, and the Company, the Stockholder and the Optionholder shall not permit any of its Subsidiaries the Subsidiary or the Affiliated Companies to, and shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, except dividends by the Company or its Subsidiaries in the Ordinary Course, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock stock, (iii) issue any securities or grant options, warrants or rights to purchase any securities or (iiiiv) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Universal Compression Inc)

Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its Subsidiaries toto (1) declare, and shall not propose toset aside, (i) declare make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for dividends on paid by any direct or make indirect wholly-owned Subsidiary to the Company or to any other distributions in direct or indirect wholly-owned Subsidiary) or enter into any agreement with respect of any to the voting of its capital stock, except dividends by the Company or its Subsidiaries in the Ordinary Course(2) reclassify, (ii) split, combine combine, subdivide or reclassify redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible or exchangeable into or exercisable for any shares of its capital stock.

Appears in 1 contract

Samples: Support Agreement (Impsat Fiber Networks Inc)

Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its Subsidiaries to, and shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, except dividends by the Company or its Subsidiaries in the Ordinary Courseordinary course, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock stock, or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

Appears in 1 contract

Samples: Stock Purchase Agreement (Crown Media Holdings Inc)

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