Dividends; Changes in Stock. The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall the Company propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than cash dividends payable by a Subsidiary of the Company to the Company or one of its Subsidiaries, (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, or (iii) repurchase, redeem or otherwise acquire, or permit any Subsidiary to purchase 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 9 contracts
Samples: Merger Agreement (Loeb Partners Corp), Merger Agreement (Oriole Homes Corp), Merger Agreement (BCT International Inc /)
Dividends; Changes in Stock. The Except for transactions solely among the Company and its Subsidiaries, the Company shall not, nor not and it shall it not permit any of its Subsidiaries to, nor shall the Company propose to, : (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than cash dividends payable by a Subsidiary of the Company to the Company or one of its Subsidiaries, ; (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 the Company capital stock, ; or (iii) repurchase, redeem or otherwise acquire, or permit any Subsidiary of its Subsidiaries to purchase purchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for acquire, any shares of its capital stock, except as required by the terms of its securities outstanding on the date hereof or as contemplated by any existing employee benefit plan.
Appears in 3 contracts
Samples: Merger Agreement (Lennox International Inc), Merger Agreement (Lennox International Inc), Merger Agreement (Service Experts Inc)
Dividends; Changes in Stock. The Company shall not, nor and shall it not permit any of its Subsidiaries to, nor and shall the Company not propose or commit to, (i) declare or pay any dividends on on, or make other distributions in respect of any of of, its capital stock, other than cash stock (except for dividends payable by a wholly owned Subsidiary of the Company to the Company or one of its Subsidiariesparent), (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, stock or (iii) repurchase, redeem or otherwise acquire, or permit any Subsidiary to purchase modify or otherwise acquire amend, any shares of its capital stock of the Company or any securities convertible into or exercisable for any shares of its capital stockSubsidiaries or any other securities, other than pursuant to the exercise of the Company’s repurchase rights with respect to unvested shares held by individuals terminating employment or service with the Company or any of its subsidiary.
Appears in 3 contracts
Samples: Merger Agreement, Agreement and Plan of Merger (Pixar \Ca\), Merger Agreement (Walt Disney Co/)
Dividends; Changes in Stock. The Company shall not, nor and shall it not permit any of its the Subsidiaries to, nor shall the Company propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than cash except for dividends payable by a Subsidiary direct or indirect wholly owned subsidiary of the Company to the Company or one of its Subsidiariesparent, (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, or (iii) repurchase, redeem or otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire any shares of its capital stock of the Company or the Subsidiaries or any other securities convertible into or exercisable for any shares of its capital stockthereof.
Appears in 2 contracts
Samples: Merger Agreement (Rgi Holdings Inc), Merger Agreement (Legend Properties Inc)
Dividends; Changes in Stock. The Company shall not, nor shall it permit any of its Subsidiaries subsidiaries to, nor shall the Company propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than cash dividends payable by a Subsidiary subsidiary of the Company to the Company or one of its Subsidiariessubsidiaries, (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, or (iii) repurchase, redeem or otherwise acquire, or permit any Subsidiary subsidiary to purchase 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 (Taco Cabana Inc), Merger Agreement (Carrols Corp)
Dividends; Changes in Stock. The Company shall not, nor and shall it not permit any of its Subsidiaries to, nor shall the Company propose subsidiaries to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than cash stock (except for dividends payable by a Subsidiary direct or indirect wholly owned subsidiary of the Company to the Company or one of its Subsidiariesparent), (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, stock or (iii) repurchase, redeem or otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire any shares of its capital stock of the Company or any securities convertible into or exercisable for any shares of its capital stocksubsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities.
Appears in 2 contracts
Samples: Merger Agreement (International Business Machines Corp), Merger Agreement (Software Artistry Inc)
Dividends; Changes in Stock. The Company shall not, nor and shall it not permit any of its Subsidiaries to, nor shall the Company or propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than cash except dividends payable by a wholly-owned Subsidiary of the Company to the Company or one another wholly-owned Subsidiary of its SubsidiariesCompany, (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 for, shares of its capital stock, stock or (iii) repurchase, redeem or otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire any shares of its capital stock of Company or any of its Subsidiaries or any securities convertible into or exercisable for any shares of capital stock of Company or any of its capital stockSubsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Hoenig Group Inc), Merger Agreement (Investment Technology Group Inc)
Dividends; Changes in Stock. The Company shall not, nor and shall it not permit any of its the Subsidiaries to, nor shall the Company propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than cash except for dividends payable by a Subsidiary direct or indirect wholly owned subsidiary of the Company to the Company or one of its Subsidiariesparent, (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, or (iii) repurchase, redeem or otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire any shares of its capital stock of the Company or the Subsidiaries or any other securities convertible into thereof other than the repurchase of director's qualifying shares upon the resignation or exercisable for any shares removal of its capital stockthe director.
Appears in 2 contracts
Samples: Merger Agreement (Railamerica Inc /De), Merger Agreement (Railtex Inc)
Dividends; Changes in Stock. The Company shall not, nor and shall it not permit any of its Subsidiaries to, nor shall the Company propose subsidiaries to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than cash except for dividends payable by a Subsidiary direct or indirect wholly owned subsidiary of the Company to the Company or one of its Subsidiariesparent, (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, stock or (iii) repurchase, redeem or otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire any shares of its capital stock of the Company or any securities convertible into its subsidiaries or exercisable for any shares of its capital stock.any
Appears in 2 contracts
Samples: Merger Agreement (Peak Technologies Group Inc), Merger Agreement (Kirkwood Acquisition Corp)
Dividends; Changes in Stock. The Company shall not, nor and shall it not permit any of its Subsidiaries to, nor and shall the Company not propose or commit to, (iA) declare or pay any dividends on on, or make other distributions in respect of any of of, its capital stock, other than cash stock (except for dividends payable by a wholly owned Subsidiary of the Company to the Company or one of its Subsidiariesparent), (iiB) 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, stock or (iiiC) repurchase, redeem or otherwise acquire, or permit any Subsidiary to purchase modify or otherwise acquire amend, any shares of its capital stock of the Company or any securities convertible into or exercisable for any shares of its capital stockSubsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities.
Appears in 2 contracts
Samples: Merger Agreement (Solexa, Inc.), Merger Agreement (Illumina Inc)
Dividends; Changes in Stock. The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall the Company it propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than cash except for dividends payable by a any Subsidiary of the Company to the Company or one of its Subsidiariesto another Subsidiary, (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, stock or (iii) repurchase, redeem or otherwise acquire, or permit any Subsidiary to purchase repurchase, redeem or otherwise acquire acquire, any shares of its capital stock of the Company or any securities convertible into or exercisable for any shares of its capital stockSubsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Zurich Reinsurance Centre Holdings Inc), Merger Agreement (Zurich Insurance Co)
Dividends; Changes in Stock. The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall the Company propose to, : (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than cash dividends payable or distributions paid by a wholly-owned Subsidiary of the Company to the Company or one another wholly-owned Subsidiary of its Subsidiaries, 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, ; or (iii) repurchase, redeem repurchase or otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for acquire, any shares of its capital stock, except as required pursuant to the terms of any securities outstanding on the date hereof or as contemplated by any employee benefit or stock plans or any employment or severance agreement, as in effect on the date hereof.
Appears in 1 contract
Dividends; Changes in Stock. The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall the Company or propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than cash except for dividends payable by a wholly-owned Subsidiary of the Company to the Company or one of its SubsidiariesCompany, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance or authorization of any other securities in respect of, in lieu of or in substitution for for, shares of its capital stock, or (iii) repurchase, redeem or otherwise acquire, or permit any Subsidiary to redeem, purchase or otherwise acquire 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: Arrangement Agreement (Magnum Hunter Resources Corp)
Dividends; Changes in Stock. The No Company shall, and no Company shall not, nor shall it permit any of its Subsidiaries to, nor shall the Company propose to, : (i) declare or pay any dividends on or make other distributions (whether in cash, stock, or property) in respect of to any of its capital stock, other than cash dividends payable by a Subsidiary of the Company to the Company or one of its Subsidiaries, except as otherwise provided in Section 7.10(a); (ii) split, combine 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, or ; (iii) repurchase, redeem repurchase or otherwise acquire, directly or permit any Subsidiary to purchase or otherwise acquire indirectly, any shares of its capital stock other than repurchase of vested stock from former employees; or (iv) propose any securities convertible into or exercisable for any shares of its capital stockthe foregoing.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Allied Waste Industries Inc)
Dividends; Changes in Stock. The Company shall not, nor and shall it permit any of cause its Subsidiaries not to, nor and shall the Company not propose or commit to, (i) declare or pay any dividends on on, or make other distributions in respect of any of of, its capital stock, other than cash stock (except for dividends payable by a wholly owned Subsidiary of the Company to the Company or one of its Subsidiariesparent), (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, stock or (iii) repurchase, redeem or otherwise acquire, or permit any Subsidiary to purchase modify or otherwise acquire amend, any shares of its capital stock of the Company or any securities convertible into or exercisable for any shares of its capital stockSubsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities.
Appears in 1 contract
Samples: Merger Agreement (TBC Corp)
Dividends; Changes in Stock. The Company shall not, nor shall it permit any of its Subsidiaries subsidiaries to, nor shall the Company it propose to, (i) declare declare, set aside or pay any dividends (whether in cash, shares of stock or otherwise) on or make other distributions in respect of of, directly or indirectly, any of its capital stock, stock other than the annual cash dividends payable by a Subsidiary dividend declared in the first fiscal quarter of the Company to the Company or one of its Subsidiarieseach year, (ii) adjust, 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, stock or (iii) repurchase, redeem or otherwise acquire, or permit any Subsidiary subsidiary to purchase or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for acquire, any shares of its capital stock.
Appears in 1 contract