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: Merger Agreement (Warner Lambert Co), Merger Agreement (American Home Products Corp)
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: Merger Agreement (American Home Products Corp), Merger Agreement (Monsanto Co)
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: Merger Agreement (Monsanto Co), Merger Agreement (Pharmacia & Upjohn Inc)
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: Merger Agreement (Pharmacia Corp /De/), Merger Agreement (Pharmacia & Upjohn Inc)