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

Dividends; Changes in Share Capital. AHP 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 (A) the declaration and payment of regular quarterly cash dividends not in excess of $.23 per share of AHP Common Stock with usual record and payment dates for such dividends in accordance with past dividend practice, (B) the declaration and payment of regular quarterly cash dividends not in excess of $.50 per share on the $2 Convertible Preferred Stock with usual record and payment dates for such dividends in accordance with past dividend practice and (C) for dividends by wholly owned Subsidiaries of AHP, (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 AHP 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 the purchase from time to time by AHP of AHP Common Stock (and the associated AHP Rights) in the ordinary course of business consistent with past practice in connection with the AHP Benefit Plans. Prior to the Effective Time, AHP shall not redeem the AHP Rights.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Warner Lambert Co), Agreement and Plan of Merger (American Home Products Corp)

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Dividends; Changes in Share Capital. AHP PNU 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 (A) the declaration and payment of regular quarterly cash dividends not in excess of $.23 $ 0.27 per share of AHP PNU Common Stock with usual record and payment dates for such dividends in accordance with past dividend practice, (B) the declaration and payment of regular quarterly cash dividends not in excess of $.50 629.69 per share on the $2 PNU Convertible Preferred Stock with usual record and payment dates for such dividends in accordance with past dividend practice and (C) for dividends by wholly owned Subsidiaries of AHPPNU, (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 AHP PNU 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 the purchase from time to time by AHP PNU of AHP PNU Common Stock (and the associated AHP PNU Rights) in the ordinary course of business consistent with past practice in connection with the AHP PNU Employee Benefit Plans. Prior to the Effective Time, AHP shall not redeem the AHP Rights.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (Pharmacia & Upjohn Inc)

Dividends; Changes in Share Capital. AHP 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 (A) the declaration and payment of regular quarterly cash dividends not in excess of $.23 .215 per share of AHP Common Stock with usual record and payment dates for such dividends in accordance with past dividend practice, (B) the declaration and payment of regular quarterly cash dividends not in excess of $.50 per share on the $2 Convertible Preferred Stock with usual record and payment dates for such dividends in accordance with past dividend practice and (C) for dividends by wholly owned Subsidiaries of AHP, (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 AHP 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 the purchase from time to time by AHP of AHP Common Stock (and the associated AHP Rights) in the ordinary course of business consistent with past practice in connection with the AHP Benefit Plans. Prior to the Effective Time, AHP shall not redeem the AHP Rights.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Monsanto Co), Agreement and Plan of Merger (American Home Products Corp)

Dividends; Changes in Share Capital. AHP PNU 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 (A) the declaration and payment of regular quarterly cash dividends not in excess of $.23 0.27 per share of AHP PNU Common Stock with usual record and payment dates for such dividends in accordance with past dividend practice, (B) the declaration and payment of regular quarterly cash dividends not in excess of $.50 629.69 per share on the $2 PNU Convertible Preferred Stock with usual record and payment dates for such dividends in accordance with past dividend practice and (C) for dividends by wholly owned Subsidiaries of AHPPNU, (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 AHP PNU 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 the purchase from time to time by AHP PNU of AHP PNU Common Stock (and the associated AHP PNU Rights) in the ordinary course of business consistent with past practice in connection with the AHP PNU Employee Benefit Plans. Prior to the Effective Time, AHP shall not redeem the AHP Rights.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pharmacia Corp /De/), Agreement and Plan of Merger (Pharmacia & Upjohn Inc)

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Dividends; Changes in Share Capital. AHP Sprint 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 (A) Sprint may continue the declaration and payment of regular quarterly cash dividends not in excess of $.23 0.125 per share of AHP Common Sprint FON Stock (and any corresponding cash dividends on shares held by the Class A Holders) and regular dividends required by the terms of the Sprint Preferred Stock as in effect on the date hereof, in each case with usual record and payment dates for such dividends in accordance with Sprint's past dividend practice, practice and (B) the declaration and payment of regular quarterly cash dividends not in excess of $.50 per share on the $2 Convertible Preferred Stock with usual record and payment dates for such dividends in accordance with past dividend practice and (C) for dividends by wholly owned Subsidiaries of AHPSprint to its 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 AHP Sprint 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 or any securities convertible into or exercisable for any shares of its capital stock except for the purchase from time to time by AHP Sprint of AHP Sprint Common Stock (and the associated AHP Sprint Rights) in the ordinary course of business consistent with past practice in connection with the AHP Sprint Benefit Plans. Prior Plans and the terms of the Sprint Conversion Shares as in effect on the date hereof and except for the redemption of the Sprint Second Series Preferred Stock pursuant to the Effective Time, AHP shall not redeem the AHP RightsSection 5.14.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Sprint Corp), Agreement and Plan of Merger (Mci Worldcom Inc)

Dividends; Changes in Share Capital. AHP Sprint 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 (A) Sprint may continue the declaration and payment of regular quarterly cash dividends not in excess of $.23 0.125 per share of AHP Common Sprint FON Stock (and any corresponding cash dividends on shares held by the Class A Holders) and regular dividends required by the terms of the Sprint Preferred Stock as in effect on the date hereof, in each case with usual record and payment dates for such dividends in accordance with Sprint's past dividend practice, practice and (B) the declaration and payment of regular quarterly cash dividends not in excess of $.50 per share on the $2 Convertible Preferred Stock with usual record and payment dates for such dividends in accordance with past dividend practice and (C) for dividends by wholly owned Subsidiaries of AHPSprint to its 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 AHP Sprint 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 or any securities convertible into or exercisable for any shares of its capital stock except for the purchase from time to time by AHP Sprint of AHP Sprint Common Stock (and the associated AHP Sprint Rights) in the ordinary course of business consistent with past practice in connection with the AHP Sprint Benefit Plans. Prior Plans and the terms of the Sprint Conversion Shares as in effect on the date hereof and except for the redemption of the Sprint First Series Preferred Stock and Sprint Second Series Preferred Stock pursuant to the Effective Time, AHP shall not redeem the AHP RightsSection 5.14.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mci Worldcom Inc)

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