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, (i) declare or pay any dividends on or make other distributions (whether in stock, cash or property) in respect of any of its capital stock, except dividends by a wholly owned direct or indirect Subsidiary of the Company to such Subsidiary's parent, (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, 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 to the extent required by the Employment Agreements.

Appears in 3 contracts

Samples: Merger Agreement (Triangle Pacific Corp), Merger Agreement (Armstrong World Industries Inc), Agreement and Plan of Merger (Armstrong World Industries Inc)

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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 to, (i) declare or pay any dividends on or make other distributions (whether in stock, cash or property) in respect of any of its capital stock, except dividends by a wholly the Company's wholly-owned direct or indirect Subsidiary Subsidiaries in the ordinary course of the Company to such Subsidiary's parentbusiness consistent with past practice, (ii) split, combine combine, subdivide 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, except for any such transaction by a wholly wholly-owned Subsidiary of the Company which remains a wholly 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 to the extent required by the Employment Agreementsstock.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Vanguard Cellular Systems Inc), Merger Agreement (At&t Corp), Agreement and Plan of Merger (At&t Corp)

Dividends; Changes in Share Capital. The Company Buyer 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 (whether in stock, cash or property) in respect of any of its capital stock, except the declaration and payment of dividends by from a wholly wholly-owned direct or indirect Subsidiary of the Company Buyer to such Subsidiary's parentBuyer or to another wholly-owned Subsidiary of Buyer, (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, except for any such transaction by a wholly wholly-owned Subsidiary of the Company Buyer which remains a wholly 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 to the extent required by the Employment Agreementsstock.

Appears in 2 contracts

Samples: Merger Agreement (Plato Learning Inc), Merger Agreement (Lightspan 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 (whether in stock, cash or property) in respect of any of its capital stock, except the declaration and payment of dividends by from a wholly wholly-owned direct or indirect Subsidiary of the Company to such Subsidiary's parentthe Company or to another wholly-owned Subsidiary of the Company, (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, except for any such transaction by a wholly wholly-owned Subsidiary of the Company which remains a wholly 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 to the extent required by the Employment Agreementsstock.

Appears in 2 contracts

Samples: Merger Agreement (Lightspan Inc), Merger Agreement (Plato Learning Inc)

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Dividends; Changes in Share Capital. The Company shall not, and ----------------------------------- shall not permit any of its Subsidiaries to, (i) declare or pay any dividends on or make other distributions (whether in stock, cash or property) in respect of any of its capital stock, except dividends by a wholly owned direct or indirect Subsidiary of the Company to such Subsidiary's parent, (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, 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 to the extent required by the Employment Agreements.

Appears in 1 contract

Samples: Merger Agreement (Triangle Pacific Corp)

Dividends; Changes in Share Capital. The Company Conexant 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 (whether in stockcash, cash stock or property) in respect of any of its capital stock, except for dividends by a wholly owned any direct or indirect Subsidiary wholly-owned Subsidiaries of the Company to such Subsidiary's parentConexant, (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, except for any such transaction by a wholly wholly-owned Subsidiary of the Company Conexant which remains a wholly wholly-owned Subsidiary after consummation of such transaction, transaction or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock for an amount in excess of $10 million in the aggregate or any securities convertible into or exercisable for any shares of its capital stock except to for an amount in excess of $50 million in the extent required by the Employment Agreementsaggregate.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Conexant Systems Inc)

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