Common use of Dividends; Changes in Stock Clause in Contracts

Dividends; Changes in Stock. Except as contemplated by this Agreement and for transactions solely among the Company and its direct or indirect or wholly owned Subsidiaries, the Company shall not and it shall not permit any of its Subsidiaries to: (i) authorize, declare or pay any dividends on or make other distributions in respect of any of its equity interests, capital stock or partnership interests, except for (A) the authorization, declaration and payment of (1) regular quarterly cash dividends on Company Common Stock for the third quarter of the Company's 1999 fiscal year not to exceed $0.4825 per share (which dividend is payable in the fourth quarter), with usual record and payment dates, and (2) any regular quarterly dividend thereafter, but only in the minimum amount necessary to avoid (x) jeopardizing the Company's status as a REIT under the Code and (y) having positive real estate investment trust taxable income for the taxable year ending at the Effective Time, in either case, after notice to and consultation with Parent, (B) the payment of regular quarterly cash dividends on the Company Convertible Preferred Stock, the Company Senior Preferred Stock and the Company Redeemable Preferred Stock in accordance with their respective terms, with usual record and payment dates, (C) the payment of any distributions to the partners of any limited partnerships that are Subsidiaries of the Company made in accordance with the requirements of the existing organizational documents of such Subsidiary limited partnerships and (D) the payment of regular quarterly cash dividends to stockholders of any corporations that are preferred stock Subsidiaries of the Company, with usual record and payment dates; (ii) split, combine or reclassify any of its equity interests or shares of capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for the Company's or a Subsidiary's equity interests or capital stock; or (iii) repurchase, redeem or otherwise acquire, or permit any of its Subsidiaries to purchase, redeem or otherwise acquire, any equity interests or capital stock.

Dividends; Changes in Stock. Except as contemplated by this Agreement and for transactions solely among the Company and its direct or indirect or wholly owned Subsidiaries, the Company shall not and not, nor shall it shall not permit any of its Subsidiaries to: , (i) authorize, declare or pay any dividends on or make other distributions in respect of any of its equity interestscapital stock, capital stock or partnership interests, except for (A) the authorization, declaration and payment of (1) regular quarterly cash dividends on Company Common Stock for the third quarter of the Company's 1999 fiscal year not to exceed $0.4825 per share (which dividend is payable in the fourth quarter), with usual record and payment dates, and (2) any regular quarterly dividend thereafter, but only in the minimum amount necessary to avoid (x) jeopardizing the Company's status as a REIT under the Code and (y) having positive real estate investment trust taxable income for the taxable year ending at the Effective Time, in either case, after notice to and consultation with Parent, (B) the payment of regular quarterly cash dividends on the Company Convertible Preferred Stock, the Company Senior Preferred Stock and the Company Redeemable Preferred Stock in accordance with their respective terms, with usual record and payment dates, (C) the payment of any distributions to the partners of any limited partnerships that are Subsidiaries of the Company made in accordance with the requirements of the existing organizational documents of such Subsidiary limited partnerships and (D) the payment of regular quarterly cash dividends to stockholders of any corporations that are preferred stock Subsidiaries of the Company, with usual record and payment dates; (ii) split, combine combine, subdivide, consolidate or reclassify any of its equity interests or shares of 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, shares of its capital stock (except for any split, combination, subdivision, consolidation or reclassification of capital stock of a wholly owned Subsidiary of the Company or any issuance or authorization or proposal to issue or authorize any securities of a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company's or a Subsidiary's equity interests or capital stock; or ), (iii) repurchase, redeem or otherwise acquire, or permit any of its Subsidiaries Subsidiary to purchaseredeem, redeem purchase or otherwise acquire, any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock other than as required by any Company Stock Incentive Plan, Company Employee Benefit Plan or employment agreement of the Company made available to Parent prior to the date hereof (including in connection with the payment of any exercise price or Tax withholding in connection with the exercise or vesting of Company Options or Company Restricted Stock Units), (iv) issue, deliver, sell or grant any right, warrant or option to acquire any Company Shares or equity interests or capital stock(v) issue, deliver, sell or grant any additional Company Shares or equity interests or any securities convertible or exchangeable into or exercisable for, or any rights based in whole or in part on the value of, any Company Shares.

Dividends; Changes in Stock. Except as contemplated by this Agreement and Without limitation to Section 2.3(d), except for transactions solely among the Company Xxxxx and its direct or indirect or wholly owned Subsidiaries, the Company Xxxxx shall not and not, nor shall it shall not permit any of its Subsidiaries to: , (i) authorize, declare or pay any dividends on or make other distributions in respect of any of its equity interestscapital stock, capital stock or partnership interests, except for (A) the authorization, declaration and payment of (1) regular quarterly cash dividends on Company Common Stock for the third quarter of the Company's 1999 fiscal year not to exceed $0.4825 per share (which dividend is payable in the fourth quarter), with usual record and payment dates, and (2) any regular quarterly dividend thereafter, but only in the minimum amount necessary to avoid (x) jeopardizing the Company's status as a REIT under the Code and (y) having positive real estate investment trust taxable income for the taxable year ending at the Effective Time, in either case, after notice to and consultation with Parent, (B) the payment of regular quarterly cash dividends on the Company Convertible Preferred Stock, the Company Senior Preferred Stock and the Company Redeemable Preferred Stock in accordance with their respective terms, with usual record and payment dates, (C) the payment of any distributions to the partners of any limited partnerships that are Subsidiaries of the Company made in accordance with the requirements of the existing organizational documents of such Subsidiary limited partnerships and (D) the payment of regular quarterly cash dividends to stockholders of any corporations that are preferred stock Subsidiaries of the Company, with usual record and payment dates; (ii) split, combine combine, subdivide, consolidate or reclassify any of its equity interests or shares of 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, shares of its capital stock (except for the Company's any split, combination, subdivision, consolidation or reclassification of capital stock of a Subsidiary's equity interests wholly owned Subsidiary of Xxxxx or capital stock; any issuance or authorization or proposal to issue or authorize any securities of a wholly owned Subsidiary of Xxxxx to Xxxxx or another wholly owned Subsidiary of Xxxxx) or (iii) repurchase, redeem or otherwise acquire, or permit any of its Subsidiaries Subsidiary to purchaseredeem, redeem purchase or otherwise acquire, any equity interests shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock, except (A) for any wholly owned Subsidiary of Xxxxx, or (B) as required by the Xxxxx Stock Plans, Xxxxx Employee Benefit Plans or employment agreement of Xxxxx disclosed to Navy prior to the date hereof (including in connection with the payment of any exercise price or Tax withholding in connection with the exercise or vesting of Xxxxx Stock Options and Restricted Xxxxx Shares).

Dividends; Changes in Stock. Except for (i) (A) any cash dividends to stockholders of TAL that have been approved by the Board of Directors of TAL that do not exceed, in the aggregate, $1.44 per share of TAL Common Stock (inclusive of the $0.45 per share dividend payable on December 23, 2015) (which such dividends TAL shall have the right to declare and pay at any time prior to Closing) and (B) without limiting the foregoing clause (A), after March 31, 2016, any quarterly cash dividends to stockholders of TAL that have been approved by the Board of Directors of TAL in the ordinary course of business, or (ii) as contemplated required by this Agreement and for transactions solely among TAL Stock Plans, TAL Employee Benefit Plans or any employment agreement of TAL (including in connection with the Company and its direct payment of any exercise price or indirect or wholly owned SubsidiariesTax withholding in connection with the vesting of Restricted TAL Shares), the Company TAL shall not and not, nor shall it shall not permit any of its Subsidiaries to: , (i) authorize, declare or pay any dividends on or make other distributions in respect of any of its equity interestscapital stock, capital stock or partnership interests, except for (A) the authorization, declaration and payment of (1) regular quarterly cash dividends on Company Common Stock for the third quarter of the Company's 1999 fiscal year not to exceed $0.4825 per share (which dividend is payable in the fourth quarter), with usual record and payment dates, and (2) any regular quarterly dividend thereafter, but only in the minimum amount necessary to avoid (x) jeopardizing the Company's status as a REIT under the Code and (y) having positive real estate investment trust taxable income for the taxable year ending at the Effective Time, in either case, after notice to and consultation with Parent, (B) the payment of regular quarterly cash dividends on the Company Convertible Preferred Stock, the Company Senior Preferred Stock and the Company Redeemable Preferred Stock in accordance with their respective terms, with usual record and payment dates, (C) the payment of any distributions to the partners of any limited partnerships that are Subsidiaries of the Company made in accordance with the requirements of the existing organizational documents of such Subsidiary limited partnerships and (D) the payment of regular quarterly cash dividends to stockholders of any corporations that are preferred stock Subsidiaries of the Company, with usual record and payment dates; (ii) split, combine combine, subdivide or reclassify any of its equity interests or shares of 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, shares of its capital stock (except for the Company's any split, combination, subdivision or reclassification of capital stock of a Subsidiary's equity interests wholly-owned Subsidiary of TAL or capital stock; any issuance or authorization or proposal to issue or authorize any securities of a wholly-owned Subsidiary of TAL to TAL or another wholly-owned Subsidiary of TAL) or (iii) repurchase, redeem or otherwise acquire, or permit any of its Subsidiaries Subsidiary to purchaseredeem, redeem purchase or otherwise acquire, any equity interests shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.

Dividends; Changes in Stock. Except as contemplated by this Agreement in respect of the Asset Transfer and for transactions solely among the Company and its direct or indirect or wholly owned SubsidiariesDistribution, none of Xxxxxx, Spinco nor, prior to the Company consummation of the Asset Transfer, JWHHC, shall, nor shall not and it shall not any of them permit any of its respective Subsidiaries to: , nor shall they or any of their Subsidiaries propose to, (i) authorizedeclare, declare set aside or pay any dividends on or make other distributions in respect of any shares of its the capital stock or other equity interestsinterests of Spinco or the Spinco Retained Subsidiaries (whether in cash, securities or property or any combination thereof), except for the declaration and payment of cash dividends or distributions paid on or with respect to a class of capital stock or partnership interestsinterests all of which shares of capital stock or other equity interests (with the exception of directors' qualifying equity interests and other similarly nominal holdings required by law to be held by Persons other than JWHHC, except for (A) Spinco or their wholly-owned Subsidiaries), as the authorizationcase may be, declaration and payment of (1) regular quarterly cash dividends on Company Common Stock for the third quarter of the Company's 1999 fiscal year not to exceed $0.4825 per share applicable corporation or partnership are owned directly or indirectly by Spinco (which dividend is payable in the fourth quarter)or, with usual record and payment dates, and (2) any regular quarterly dividend thereafter, but only in the minimum amount necessary to avoid (x) jeopardizing the Company's status as a REIT under the Code and (y) having positive real estate investment trust taxable income for the taxable year ending at the Effective Time, in either case, after notice to and consultation with Parent, (B) the payment of regular quarterly cash dividends on the Company Convertible Preferred Stock, the Company Senior Preferred Stock and the Company Redeemable Preferred Stock in accordance with their respective terms, with usual record and payment dates, (C) the payment of any distributions prior to the partners of any limited partnerships that are Subsidiaries consummation of the Company made in accordance with the requirements of the existing organizational documents of such Subsidiary limited partnerships and (D) the payment of regular quarterly cash dividends to stockholders of any corporations that are preferred stock Subsidiaries of the CompanyAsset Transfer, with usual record and payment datesby JWHHC); (ii) split, combine or reclassify any of its the equity interests or shares of capital stock of Spinco or the Spinco Retained Subsidiaries or issue or authorize or propose the issuance of any other securities in respect of, in lieu of of, or in substitution for for, shares of the Company's capital stock or a Subsidiary's other equity interests of Spinco or capital stockthe Spinco Retained Subsidiaries; or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit Spinco, any of its the Spinco Retained Subsidiaries or, prior to the consummation of the Asset Transfer, JWHHC to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any equity interests of its securities or capital stockany securities of any of the Spinco Retained Subsidiaries, including Spinco Interests, or any option, warrant or right, directly or indirectly, to acquire any such securities or propose to do any of the foregoing.

Dividends; Changes in Stock. Except as contemplated by this Agreement and for transactions solely among the Company and its direct or indirect or wholly owned Subsidiaries, the The Company shall not and not, nor shall it shall not permit any of its Subsidiaries to: to (iother than in the case of wholly owned Subsidiaries): (a) authorize, declare or pay any dividends on or make other distributions in respect of any of its equity interests, capital stock or partnership interests, except for (A) the authorization, declaration and payment of (1) regular quarterly cash other than dividends on Company Common the Company's Non-Convertible Preferred Stock for the third quarter and Convertible Preferred Stock payable in shares of the Company's 1999 fiscal year not to exceed $0.4825 per share (which dividend is payable Non-Convertible Preferred Stock as provided in Article Third, Section 1(a) of the fourth quarter)Certificate of Designation for such Convertible Preferred Stock and Article Third, with usual record and payment dates, and (2Section 1(a) any regular quarterly dividend thereafter, but only in of the minimum amount necessary to avoid (x) jeopardizing the Company's status as a REIT under the Code and (y) having positive real estate investment trust taxable income Certificate of Designation for the taxable year ending at the Effective Time, in either case, after notice to and consultation with Parent, (B) the payment of regular quarterly cash dividends on the Company such Non- Convertible Preferred Stock, the Company Senior Preferred Stock and the Company Redeemable Preferred Stock in accordance with their respective terms, with usual record and payment dates, (C) the payment of any distributions to the partners of any limited partnerships that are Subsidiaries of the Company made in accordance with the requirements of the existing organizational documents of such Subsidiary limited partnerships and (D) the payment of regular quarterly cash dividends to stockholders of any corporations that are preferred stock Subsidiaries of the Company, with usual record and payment dates); (iib) split, combine or reclassify any of its equity interests or shares of capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for the Company's or a Subsidiary's equity interests or shares of its capital stock; or , (iiic) repurchase, redeem or otherwise acquireacquire (other than as required pursuant to the Stockholders Agreement), or permit any of its Subsidiaries subsidiary to purchase, redeem purchase or otherwise acquire, any equity interests or share of its capital stock., or issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any share of its capital stock of any class or any securities convertible into, or any rights, warrants or options to acquire, any such shares or convertible securities, or (d) enter into any transaction with any person listed on Schedule 4.22 which results in an increase in amounts otherwise currently being paid by the Company or any Subsidiary to or for the benefit of any such person, in each case except as otherwise provided for or permitted by this Agreement. 6.5

Dividends; Changes in Stock. Except as contemplated by this Agreement and for transactions solely among the Company and its direct or indirect or wholly owned Subsidiaries, the The Company shall not not, and it shall not permit any of its Subsidiaries Subsidiaries, to: (i) authorize, declare or pay any dividends on or make other distributions in respect of any of its equity interests, capital stock or partnership interests, except for (A) the authorization, declaration and payment of (1) regular quarterly cash dividends on Company Common Stock for the third quarter of the Company's 1999 fiscal year not to exceed $0.4825 per share (which dividend is payable in the fourth quarter)payment, with Record Dates and usual record and payment dates, and (2) any regular quarterly dividend thereafter, but only in the minimum amount necessary to avoid (x) jeopardizing the Company's status as a REIT under the Code and (y) having positive real estate investment trust taxable income for the taxable year ending at the Effective Time, in either case, after notice to and consultation with Parent, (B) the payment of regular quarterly cash dividends on the Company Convertible Preferred StockCommon Shares not in excess, in any fiscal year, of the Company Senior Preferred Stock and dividends for the Company Redeemable Preferred Stock in accordance prior fiscal year increased at a rate consistent with their respective termspast practice, with usual record and payment dates, (C) the payment of any distributions to the partners of any limited partnerships that are Subsidiaries or dividends payable by a Subsidiary of the Company made in accordance with to the requirements of the existing organizational documents of such Company or to a wholly owned Subsidiary limited partnerships and (D) the payment of regular quarterly cash dividends to stockholders of any corporations that are preferred stock Subsidiaries of the Company, with usual record and payment dates; (ii) split, combine or reclassify any of its equity interests or shares of capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for the Company's or a Subsidiary's equity interests or shares of its capital stock; or (iii) repurchase, redeem or otherwise acquire, or permit any of its Subsidiaries to purchase, redeem or otherwise acquire, any equity interests shares of its capital stock or other voting securities or any securities convertible into, or any rights, warrants, calls, subscriptions or options to acquire, shares of capital stock or other voting securities of the Company or any of its Subsidiaries, (x) except as required by the terms of any such securities outstanding on the date hereof, (y) the redemption of Company Preferred A Shares and Company Preferred B Shares at the lowest applicable redemption price in accordance with the terms thereof and (z) Company Shares in ordinary market transactions not in excess of the number of Company Shares required to be issued pursuant to stock grants or stock.-based awards made as of the date hereof pursuant to the Company Stock Plans in accordance with the present terms of such plans. Notwithstanding anything in this

Dividends; Changes in Stock. Except as contemplated by this Agreement and for transactions solely among the Company and its direct or indirect or wholly owned Subsidiaries, the The Company shall not not, and it shall not permit any of its Subsidiaries Subsidiaries, to: (i) authorize, declare or pay any dividends on or make other distributions in respect of any of its equity interests, capital stock or partnership interests, except for (A) the authorization, declaration and payment of (1) regular quarterly cash dividends on Company Common Stock for the third quarter of the Company's 1999 fiscal year not to exceed $0.4825 per share (which dividend is payable in the fourth quarter)payment, with Record Dates and usual record and payment dates, and (2) any regular quarterly dividend thereafter, but only in the minimum amount necessary to avoid (x) jeopardizing the Company's status as a REIT under the Code and (y) having positive real estate investment trust taxable income for the taxable year ending at the Effective Time, in either case, after notice to and consultation with Parent, (B) the payment of regular quarterly cash dividends on the Company Convertible Preferred StockCommon Shares not in excess, in any fiscal year, of the Company Senior Preferred Stock and dividends for the Company Redeemable Preferred Stock in accordance prior fiscal year increased at a rate consistent with their respective termspast practice, with usual record and payment dates, (C) the payment of any distributions to the partners of any limited partnerships that are Subsidiaries or dividends payable by a Subsidiary of the Company made in accordance with to the requirements of the existing organizational documents of such Company or to a wholly owned Subsidiary limited partnerships and (D) the payment of regular quarterly cash dividends to stockholders of any corporations that are preferred stock Subsidiaries of the Company, with usual record and payment dates; (ii) split, combine or reclassify any of its equity interests or shares of capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for the Company's or a Subsidiary's equity interests or shares of its capital stock; or (iii) repurchase, redeem or otherwise acquire, or permit any of its Subsidiaries to purchase, redeem or otherwise acquire, any equity interests shares of its capital stock or other voting securities or any securities convertible into, or any rights, warrants, calls, subscriptions or options to acquire, shares of capital stock.stock or other voting securities of the Company or any of its Subsidiaries, (x) except as required by the terms of any such securities outstanding on the date hereof, (y) the redemption of Company Preferred A Shares and Company Preferred B Shares at the lowest applicable redemption price in accordance with the terms thereof and (z) Company Shares in ordinary market transactions not in excess of the number of Company Shares required to be issued pursuant to stock grants or stock- based awards made as of the date hereof pursuant to the Company Stock Plans in accordance with the present terms of such plans. Notwithstanding anything in this Section 6.1.2 to the contrary, the Company A-30