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) other than pursuant to the Rights Agreement, declare, set aside or pay any dividend or other distribution with respect to any of its capital stock (except for dividends by wholly owned Subsidiaries of the Company), (ii) other than the Reclassification, split, combine or reclassify any of its capital stock or issue 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) other than the Redemption, 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 Recapitalization (Nortek Inc), Agreement and Plan of Recapitalization (Nortek Inc)

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Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its Subsidiaries to (i) other than pursuant to the Rights Agreement, declare, set aside declare or pay any dividend dividends on or make other distribution with distributions (whether in stock, cash or property) in respect to of any of its capital stock (stock, except for dividends by a wholly owned Subsidiaries of the Company)direct or indirect Subsidiary to such Subsidiary’s parent, (ii) other than the Reclassification, 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) other than the Redemption, 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: Merger Agreement (Progen Pharmaceuticals LTD), Merger Agreement (Progen Pharmaceuticals LTD)

Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its Subsidiaries to (i) other than pursuant to the Rights Agreement, declare, set aside or pay any dividend or other distribution with respect to any of its capital stock (except for dividends by wholly wholly-owned Subsidiaries of the Company), (ii) other than the Reclassification, split, combine or reclassify any of its capital stock or issue 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) other than the Redemption, 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: Merger Agreement (Bway Corp)

Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its Subsidiaries to to, (i) other than pursuant to the Rights Agreement, declare, set aside declare or pay any dividend dividends on or make other distribution with distributions (whether in stock, cash or property) in respect to of any of its capital stock (stock, except for dividends by a wholly owned Subsidiaries of the Company)direct or indirect Subsidiary to such Subsidiary’s parent, (ii) other than the Reclassification, 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) other than the Redemption, 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: Merger Agreement (Chemgenex Pharmaceuticals LTD)

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Dividends; Changes in Share Capital. The Except as and to the extent specifically permitted or contemplated by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to (i) other than pursuant to the Rights Agreement, declare, set aside or pay any dividend or other distribution with respect to any of its capital stock (except for dividends by wholly wholly-owned Subsidiaries of the Company), (ii) other than the Reclassification, split, combine or reclassify any of its capital stock or issue 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) other than the Redemption, 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: Merger Agreement (JLM Industries Inc)

Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its Subsidiaries to to, (i) other than pursuant to the Rights Agreement, declare, set aside or pay any dividend or other distribution with respect to any of its capital stock (except for dividends by wholly wholly-owned Subsidiaries of the Company payable solely to the Company), (ii) other than the Reclassification, split, combine or reclassify any of its capital stock or issue 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) other than the Redemption, 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: Merger Agreement (Tripath Imaging Inc)

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