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's wholly-owned Subsidiaries in the ordinary course of business consistent with past practice, (ii) split, 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-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 3 contracts

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

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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 owned direct or indirect Subsidiary of the CompanyCompany to such Subsidiary's wholly-owned Subsidiaries in the ordinary course of business consistent with past practiceparent, (ii) split, combine, subdivide 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 stockstock except to the extent required by the Employment Agreements.

Appears in 3 contracts

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

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 in respect of any of its capital stock, except the declaration and payment of dividends by the Company's from a wholly-owned Subsidiaries in the ordinary course Subsidiary of business consistent with past practiceBuyer to Buyer or to another wholly-owned Subsidiary of Buyer, (ii) split, combine, subdivide 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 Buyer 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 (Lightspan Inc), Agreement and Plan of Merger (Plato Learning 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 dividends by the Company's from a wholly-owned Subsidiaries in Subsidiary of the ordinary course Company to the Company or to another wholly-owned Subsidiary of business consistent with past practicethe Company, (ii) split, combine, subdivide 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lightspan Inc), Agreement and Plan of Merger (Plato Learning Inc)

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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 cash, stock or property) in respect of any of its capital stock, except for dividends by the Company's any direct or indirect wholly-owned Subsidiaries in the ordinary course of business consistent with past practiceConexant, (ii) split, combine, subdivide 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 Conexant which remains a 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 stockstock for an amount in excess of $50 million in the aggregate.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Conexant Systems 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 dividends by a wholly owned direct or indirect Subsidiary of the CompanyCompany to such Subsidiary's wholly-owned Subsidiaries in the ordinary course of business consistent with past practiceparent, (ii) split, combine, subdivide 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 stockstock except to the extent required by the Employment Agreements.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Triangle Pacific Corp)

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