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

Dividends; Changes in Share Capital. Company shall not, and shall not permit any of its wholly owned Subsidiaries to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, except dividends paid to Company by wholly owned direct and indirect Subsidiaries of 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 (x) any such transaction by a wholly owned Subsidiary of Company which remains a wholly owned Subsidiary after consummation of such transaction and (y) any conversion of shares of Company Preferred Stock into shares of Company Common Stock pursuant to the terms and conditions of the Company Preferred 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 except for the purchase from time to time by Company of Company Common Stock in the ordinary course of business consistent with past practice as required pursuant to the terms of the Plans.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Fairchild Corp), Agreement and Plan of Reorganization (Kaynar Technologies Inc)

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Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its wholly owned Subsidiaries 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 stockstock (except (A) the declaration and payment of regular quarterly cash dividends not in excess of $0.10 per share of Common Stock and Class B Common Stock, except with usual record and payment dates for such dividends paid to Company in accordance with past dividend practice and (B) for dividends by wholly wholly-owned direct and indirect Subsidiaries 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 (x) any such transaction by a wholly wholly-owned Subsidiary of the Company which remains a wholly wholly-owned Subsidiary after consummation of such transaction and (y) any conversion of shares of Company Preferred Stock into shares of Company Common Stock pursuant to the terms and conditions of the Company Preferred Stocktransaction, 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 the purchase from time to time by the Company of Company Common Stock in the ordinary course of business consistent with past practice as required pursuant to in connection with the terms Plans at prices not in excess of the Plansmarket price of Common Stock).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Dupont E I De Nemours & Co), Agreement and Plan of Merger (Pioneer Hi Bred International Inc)

Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its wholly owned Subsidiaries to, and shall not propose to, (i) declare declare, set aside or pay any dividends on or make other distributions in respect of any of its capital stock, except the declaration and payment of regular quarterly cash dividends paid in amounts consistent with past practice (subject to Company by wholly owned direct normal increases consistent with past practice) with usual record and indirect Subsidiaries of Companypayment dates for such dividends in accordance 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, except for (x) any such transaction by a wholly owned Subsidiary of the Company which remains a wholly owned Subsidiary after consummation of such transaction and (y) any conversion of shares of Company Preferred Stock into shares of Company Common Stock pursuant to the terms and conditions of the Company Preferred Stocktransaction, 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 stock, except for the purchase from time to time redemption required by Company of Company Common Stock in the ordinary course of business consistent with past practice as required pursuant to the terms of the PlansSection 7.20.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Chesapeake Utilities Corp), Agreement and Plan of Merger (Florida Public Utilities Co)

Dividends; Changes in Share Capital. Company The Agreeing Party shall not, and shall not permit any of its wholly owned 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 paid from a Subsidiary of the Agreeing Party to Company by wholly owned direct and indirect Subsidiaries the Agreeing Party or to another Subsidiary of Companythe Agreeing Party in accordance 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, except for (x) any such transaction by a wholly owned Subsidiary of Company the Agreeing Party which remains a wholly owned Subsidiary after consummation of such transaction and (y) any conversion of shares of Company Preferred Stock into shares of Company Common Stock pursuant to the terms and conditions of the Company Preferred Stocktransaction, 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 the purchase from time to time by Company of Company Common Stock in the ordinary course of business consistent with past practice as required pursuant to the terms of the Plansstock.

Appears in 2 contracts

Samples: Employment Agreement (Vfinance Inc), Employment Agreement (National Holdings Corp)

Dividends; Changes in Share Capital. Company NEON shall not, and shall not permit any of its wholly owned Subsidiaries to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, except for dividends paid by Subsidiaries of NEON to Company by NEON or another wholly owned direct Subsidiary of NEON and indirect Subsidiaries except for accrual of Companydividends on the NEON Convertible Preferred Stock, (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 (x) any such transaction by a wholly owned Subsidiary of Company NEON which remains a wholly owned Subsidiary after consummation of such transaction and (y) any conversion of shares of Company Preferred Stock into shares of Company Common Stock pursuant to the terms and conditions of the Company Preferred Stocktransaction, 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 other than the purchase from time to time by Company NEON of Company NEON Common Stock in the ordinary course of business consistent with past practice as required pursuant to in connection with the terms of the NEON Stock Option Plans.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Globix Corp)

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Dividends; Changes in Share Capital. Company Parent shall not, and shall not permit any of its wholly owned Subsidiaries to, and shall not propose to, (iii) 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 paid from a Subsidiary of Parent to Company by wholly owned direct and indirect Subsidiaries Parent or to another Subsidiary of CompanyParent in accordance with past dividend practice, (iiiii) 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 (x) any such transaction by a wholly owned Subsidiary of Company Parent which remains a wholly owned Subsidiary after consummation of such transaction and (y) any conversion or in connection with the proposed acquisition of shares of Company Preferred Stock into shares of Company Common Stock pursuant to the terms and conditions of the Company Preferred StockTrueTime, Inc., or (iiii) 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 stock, except for the purchase from time to time by Company of Company in connection with Parent's previously announced Parent Common Stock in the ordinary course of business consistent with past practice as required pursuant to the terms of the Plansrepurchase program.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Datum Inc)

Dividends; Changes in Share Capital. Company Parent shall not, and shall not permit any of its wholly owned Subsidiaries to, and shall not propose to, (iii) 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 paid from a Subsidiary of Parent to Company by wholly owned direct and indirect Subsidiaries Parent or to another Subsidiary of CompanyParent in accordance with past dividend practice, (iiiii) 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 (x) any such transaction by a wholly owned Subsidiary of Company Parent which remains a wholly owned Subsidiary after consummation of such transaction and (y) any conversion or in connection with the proposed acquisition of shares of Company Preferred Stock into shares of Company Common Stock pursuant to the terms and conditions of the Company Preferred StockTrueTime, Inc., or (iiii) 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 stock, except for the purchase from time to time by Company of Company in connection with Parent’s previously announced Parent Common Stock in the ordinary course of business consistent with past practice as required pursuant to the terms of the Plansrepurchase program.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Symmetricom Inc)

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