Common use of Dividends; Changes in Stock Clause in Contracts

Dividends; Changes in Stock. Hanover shall not, nor shall it permit any of its Subsidiaries to, nor shall Hanover or any of its Subsidiaries propose to, (i) declare, set aside, or pay any dividends on or make other distributions in respect of any shares of its capital stock or partnership interests (whether in cash, securities or property or any combination thereof), except for (A) the declaration and payment of cash dividends or distributions paid on or with respect to a class of capital stock or partnership interests all of which shares of capital stock or partnership interests (with the exception of directors’ qualifying shares and other similarly nominal holdings required by law to be held by Persons other than Hanover or its wholly-owned Subsidiaries), as the case may be, of the applicable corporation or partnership are owned directly or indirectly by Hanover or (B) those distributions estimated in good faith by Hanover to be required in order to permit Hanover to continue to qualify as a REIT under the Code or to avoid paying any income or excise taxes otherwise payable (provided that, with respect to such distributions described in this clause (B): (x) prior written notice thereof is given to Xxxxxx and Spinco and (y) the Exchange Ratio shall be adjusted, such adjustment to be determined in good faith by mutual agreement of the Parties or, in the absence of agreement within five (5) business days, by determination of a nationally recognized investment banking firm selected by the Parties, which determination shall be binding on the Parties and the fees and expenses of which shall be shared equally by each of Xxxxxx and Hanover, to reflect the reduction in value attributable to the Hanover Common Stock as a result of any such distribution); (ii) other than in connection with the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, 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) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of any of its Subsidiaries, including shares of Hanover Common Stock, 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. Hanover 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, nor not and it shall it not permit any of its Subsidiaries to, nor shall Hanover or any of its Subsidiaries propose to, : (i) declareauthorize, set aside, declare or pay any dividends on or make other distributions in respect of any shares of its equity interests, capital stock or partnership interests (whether in cash, securities or property or any combination thereof)interests, except for (A) the authorization, declaration and payment of (1) regular quarterly cash dividends or distributions paid on or with respect Company Common Stock for the third quarter of the Company's 1999 fiscal year not to a class of capital stock or partnership interests all of exceed $0.4825 per share (which shares of capital stock or partnership interests (with dividend is payable in the exception of directors’ qualifying shares and other similarly nominal holdings required by law to be held by Persons other than Hanover or its wholly-owned Subsidiariesfourth quarter), as with usual record and payment dates, and (2) any regular quarterly dividend thereafter, but only in the case may be, of minimum amount necessary to avoid (x) jeopardizing the applicable corporation or partnership are owned directly or indirectly by Hanover or (B) those distributions estimated in good faith by Hanover to be required in order to permit Hanover to continue to qualify Company's status as a REIT under the Code or to avoid paying any income or excise taxes otherwise payable (provided that, with respect to such distributions described in this clause (B): (x) prior written notice thereof is given to Xxxxxx and Spinco and (y) having positive real estate investment trust taxable income for the Exchange Ratio shall be adjustedtaxable year ending at the Effective Time, such adjustment in either case, after notice to be determined 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 good faith by mutual agreement 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 Parties or, Company made in accordance with the absence requirements of agreement within five the existing organizational documents of such Subsidiary limited partnerships and (5D) business days, by determination the payment of a nationally recognized investment banking firm selected by the Parties, which determination shall be binding on the Parties and the fees and expenses of which shall be shared equally by each of Xxxxxx and Hanover, regular quarterly cash dividends to reflect the reduction in value attributable to the Hanover Common Stock as a result stockholders of any such distribution)corporations that are preferred stock Subsidiaries of the Company, with usual record and payment dates; (ii) other than in connection with the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, 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, of or in substitution for, shares of its for the Company's or a Subsidiary's equity interests or capital stock; or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary of its Subsidiaries to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its securities equity interests or any securities of any of its Subsidiaries, including shares of Hanover Common Stock, or any option, warrant or right, directly or indirectly, to acquire any such securities or propose to do any of the foregoingcapital stock.

Dividends; Changes in Stock. Hanover 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 required by TAL Stock Plans, TAL Employee Benefit Plans or any employment agreement of TAL (including in connection with the payment of any exercise price or Tax withholding in connection with the vesting of Restricted TAL Shares), TAL shall not, nor shall it permit any of its Subsidiaries to, nor shall Hanover or any of its Subsidiaries propose to, (i) declare, set aside, declare or pay any dividends on or make other distributions in respect of any shares of its capital stock or partnership interests (whether in cashstock, securities or property or any combination thereof), except for (A) the declaration and payment of cash dividends or distributions paid on or with respect to a class of capital stock or partnership interests all of which shares of capital stock or partnership interests (with the exception of directors’ qualifying shares and other similarly nominal holdings required by law to be held by Persons other than Hanover or its wholly-owned Subsidiaries), as the case may be, of the applicable corporation or partnership are owned directly or indirectly by Hanover or (B) those distributions estimated in good faith by Hanover to be required in order to permit Hanover to continue to qualify as a REIT under the Code or to avoid paying any income or excise taxes otherwise payable (provided that, with respect to such distributions described in this clause (B): (x) prior written notice thereof is given to Xxxxxx and Spinco and (y) the Exchange Ratio shall be adjusted, such adjustment to be determined in good faith by mutual agreement of the Parties or, in the absence of agreement within five (5) business days, by determination of a nationally recognized investment banking firm selected by the Parties, which determination shall be binding on the Parties and the fees and expenses of which shall be shared equally by each of Xxxxxx and Hanover, to reflect the reduction in value attributable to the Hanover Common Stock as a result of any such distribution); (ii) other than in connection with the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, split, combine combine, subdivide 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, of or in substitution for, shares of its capital stock; stock (except for any split, combination, subdivision or reclassification of capital stock of a wholly-owned Subsidiary of TAL or 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) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary to amend the terms or change the period of exercisability ofredeem, purchase, repurchase, redeem purchase or otherwise acquire, any shares of its securities capital stock or any securities of convertible into or exercisable for any shares of its Subsidiaries, including shares of Hanover Common Stock, or any option, warrant or right, directly or indirectly, to acquire any such securities or propose to do any of the foregoingcapital stock.

Dividends; Changes in Stock. Hanover The Company shall not, nor shall it permit any of its Subsidiaries to, nor shall Hanover or any of its Subsidiaries it propose to, (i) declare, set aside, aside or pay any dividends on or make other distributions in respect of of, directly or indirectly, any shares of its capital stock or partnership interests (whether in cash, securities or property or any combination thereof)stock, except for (A) in the declaration and payment of cash dividends or distributions paid on or with respect to a class of capital stock or partnership interests all of which shares of capital stock or partnership interests (with event the exception of directors’ qualifying shares and other similarly nominal holdings required Effective Time has not occurred by law to be held by Persons April 30, 1996, other than Hanover by reason of any breach or its wholly-owned Subsidiariesdefault hereunder on the part of the Company, then the Company may declare and pay a special cash dividend in an amount up to but not exceeding the Company Net Income after April 30, 1996 (as defined in Section 8.03(c)), as the case may beprovided, of the applicable corporation or partnership are owned directly or indirectly by Hanover or (B) those distributions estimated in good faith by Hanover to be required in order to permit Hanover to continue to qualify as a REIT under the Code or to avoid paying any income or excise taxes otherwise payable (provided thathowever, with respect to such distributions described in this clause (B): that (x) prior written notice thereof is given the Company shall not have, nor shall it have permitted any of its Subsidiaries to Xxxxxx have, conducted its operations other than in the ordinary course of business and Spinco consistent with past practices and policies, including without limitation, its practices and policies for the recognition of income and expense items, and (y) the Exchange Ratio Company shall be adjusted, such adjustment have furnished to be determined in good faith by mutual agreement Parent on the date of the Parties ordeclaration of such dividend a certificate of the chief financial officer of the Company, in the absence form reasonably satisfactory to Parent, and dated as of agreement within five (5) business days, by determination of a nationally recognized investment banking firm selected by the Parties, which determination shall be binding on the Parties and the fees and expenses of which shall be shared equally by each of Xxxxxx and Hanoversuch date, to reflect the reduction in value attributable to effect that the Hanover Common Stock as Company has duly complied with the provisions of clause (x) of this proviso, and (B) for dividends by a result direct or indirect wholly owned (other than directors' qualifying shares) Subsidiary of any such distribution); the Company, (ii) other than in connection with the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatementadjust, 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, of or in substitution for, for shares of its capital stock; , except for the issuance of shares upon the exercise of options presently outstanding under the Incentive Plan, or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary to amend the terms or change the period of exercisability of, purchase, repurchase, redeem purchase or otherwise acquireacquire (except for the acquisition of Trust Account Shares and the acquisition of shares to be used to satisfy obligations under Company Stock Plans), any shares of its securities capital stock or any securities of convertible into or exchangeable for any shares of its Subsidiaries, including shares of Hanover Common Stock, or any option, warrant or right, directly or indirectly, to acquire any such securities or propose to do any of the foregoingcapital stock.

Dividends; Changes in Stock. Hanover Except as contemplated by this Agreement and for transactions solely among a Party and its Subsidiaries, a Party shall not, nor not and it shall it not permit any of its Subsidiaries to, nor shall Hanover or any of its Subsidiaries propose to, : (i) declare, set aside, declare or pay any dividends on or make other distributions in respect of any shares of its capital stock or partnership interests (whether in cash, securities or property or any combination thereof)interests, except (x) in the case of Spice, for (A) the declaration and payment of regular cash dividends or distributions paid on or with respect to Spice's first and third fiscal quarters not in excess of $.05 per share of Spice Common Stock with usual record and payment dates, regular monthly cash dividends on the MIPS paid by Spice LLC in accordance with their terms and dividends from a class Subsidiary of capital stock Spice to Spice or partnership interests all another Subsidiary of which shares Spice and (y) in the case of capital stock or partnership interests (MXP, for the declaration and payment of regular quarterly payment-in-kind dividends with respect to the exception MXP Series A Preferred Stock and MXP Series B Preferred Stock in accordance with their terms, upon the conversion of directors’ qualifying shares MXP Series A Preferred Stock and other similarly nominal holdings required by law to be held by Persons other than Hanover or its wholly-owned Subsidiaries)MXP Series B Preferred Stock into MXP Common Stock and/or MXP Series A Preferred Stock, as the case may be, in accordance with their terms, and dividends from a Subsidiary of the applicable corporation MXP to MXP or partnership are owned directly or indirectly by Hanover or (B) those distributions estimated in good faith by Hanover to be required in order to permit Hanover to continue to qualify as a REIT under the Code or to avoid paying any income or excise taxes otherwise payable (provided that, with respect to such distributions described in this clause (B): (x) prior written notice thereof is given to Xxxxxx and Spinco and (y) the Exchange Ratio shall be adjusted, such adjustment to be determined in good faith by mutual agreement another Subsidiary of the Parties or, in the absence of agreement within five (5) business days, by determination of a nationally recognized investment banking firm selected by the Parties, which determination shall be binding on the Parties and the fees and expenses of which shall be shared equally by each of Xxxxxx and Hanover, to reflect the reduction in value attributable to the Hanover Common Stock as a result of any such distribution)MXP; (ii) other than in connection with the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, 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, of or in substitution for, for shares of its such Party's capital stock; or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary of its Subsidiaries to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise 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 securities existing employee benefit plan and except that Spice Capital LLC may redeem the MIPS for cash and/or Spice may cause the exchange of any of its Subsidiaries, including shares of Hanover the MIPS for Spice Common Stock, or any option, warrant or right, directly or indirectly, to acquire any such securities or propose to do any in each case in accordance with the terms of the foregoingMIPS.

Dividends; Changes in Stock. Hanover Duke shall not, nor and it shall it not permit any of its Subsidiaries to, nor shall Hanover or any of its Subsidiaries propose to, : (i) declare, set aside, declare or pay any dividends on or make other distributions in respect of any shares of its capital stock or partnership any other interests (whether specified in cash, securities Section 6.2 or property or any combination thereof)set forth in Section 6.2 of the Duke Disclosure Schedule, except for (A) the declaration and payment, with Record Dates and usual payment dates, of regular quarterly cash dividends on Duke Common Stock of not more than, for such fiscal year or distributions paid on portion thereof, the dividends for the prior fiscal year or portion thereof increased at a rate consistent with respect to a class past practice and not less than, for such fiscal year or portion thereof, the dividends for the prior fiscal year or portion thereof, except that (x) the Duke Board of capital stock or partnership interests all of which shares of capital stock or partnership interests (with the exception of directors’ qualifying shares and other similarly nominal holdings required by law to be held by Persons other than Hanover or its wholly-owned Subsidiaries), as the case may be, of the applicable corporation or partnership are owned directly or indirectly by Hanover or (B) those distributions estimated Directors in good faith by Hanover to be required in order to permit Hanover to continue to qualify the reasonable exercise of its business judgment may determine that dividends on Duke Common Stock shall, as a REIT under consequence of the Code occurrence of unforeseen circumstances or to avoid paying any income events, be, for such fiscal year or excise taxes otherwise payable (provided thatportion thereof, with respect to such distributions described in this clause (B): (x) less than the dividends for the prior written notice fiscal year or portion thereof is given to Xxxxxx and Spinco and (y) any dividends on Duke Common Stock shall not be in an amount prohibited by law; (B) the Exchange Ratio shall be adjusted, such adjustment declaration and payment of regular dividends on Duke Preferred Stock pursuant to be determined in good faith by mutual agreement the terms of the Parties or, in relevant series and (C) the absence declaration and payment of agreement within five (5) business days, by determination of a nationally recognized investment banking firm selected by the Parties, which determination shall be binding regular dividends on the Parties and the fees and expenses of which shall be shared equally by each of Xxxxxx and Hanover, to reflect the reduction in value attributable Duke Preferred Stock A pursuant to the Hanover Common Stock as terms of the relevant series; (D) dividends payable by a result Subsidiary of any such distribution)Duke to Duke or to a wholly-owned Subsidiary of Duke; or (E) dividends by a less than wholly-owned Subsidiary consistent with past practice; (ii) other than in connection with the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, 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, of or in substitution for, for shares of its capital stock; or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary of its Subsidiaries to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any shares of its capital stock or Voting Debt or other voting securities or any securities convertible into, or any rights, warrants, calls, subscriptions or options to acquire, shares of capital stock or Voting Debt or other voting securities of Duke or any of its Subsidiaries, including shares except (A) pursuant to the terms of Hanover Common Stockthe Duke Stock Plans or the Duke Benefit Plans made in the ordinary course of business consistent with past practice, (B) pursuant to the terms of the Duke Stock Repurchase Program (subject to Section 8.18) or any option, warrant or right, directly or indirectly, to acquire (C) as required by the terms of any such securities or propose to do any of outstanding on the foregoingdate hereof.

Dividends; Changes in Stock. Hanover Except as contemplated by this Agreement and for transactions solely among a Party and its Subsidiaries, a Party shall not, nor not and it shall it not permit any of its Subsidiaries to, nor shall Hanover or any of its Subsidiaries propose to, : (i) declare, set aside, declare or pay any dividends on or make other distributions in respect of any of its shares of its beneficial interest, capital stock or partnership interests (whether in cash, securities or property or any combination thereof)interests, except (A) in the case of MIT, for (A1) the declaration and payment of regular quarterly cash dividends or not in excess of $.33 per share of MIT Common Stock with usual record and payment dates, regular quarterly cash dividends on the MIT Series B Preferred Stock and the MIT Series D Preferred Stock in accordance with their respective terms, (2) the payment of any distributions paid on or with respect to a class the partners of capital stock or partnership interests all any limited partnerships that are Subsidiaries of which shares of capital stock or partnership interests (MIT made in accordance with the exception of directors’ qualifying shares and other similarly nominal holdings required by law to be held by Persons other than Hanover or its wholly-owned Subsidiaries), as the case may be, requirements of the applicable corporation or partnership existing organizational documents of such Subsidiary limited partnerships and (3) the payment of regular quarterly cash dividends to stockholders of any corporations that are owned directly or indirectly by Hanover or preferred stock Subsidiaries of MIT and (B) those in the case of the Company, for (1) the declaration and payment of regular quarterly cash dividends not in excess of $.375 per share of Company Common Stock with usual record and payment dates, regular dividends on the Company Series A Preferred Shares, the Company Series B Preferred Shares, the Company Series C Preferred Stock, and the Company Series D Preferred Shares or any other class of preferred shares of beneficial interest issued subsequent to the date hereof in accordance with this Agreement in each case in accordance with their respective terms, (2) the payment of any distributions estimated to the partners of any limited partnerships that are Subsidiaries of the Company made in good faith by Hanover to be required in order to permit Hanover to continue to qualify as a REIT under accordance with the Code or to avoid paying any income or excise taxes otherwise payable (provided that, with respect to requirements of the existing organizational documents of such distributions described in this clause (B): (x) prior written notice thereof is given to Xxxxxx and Spinco Subsidiary limited partnerships and (y3) the Exchange Ratio shall be adjusted, such adjustment payment of regular quarterly cash dividends to be determined in good faith by mutual agreement shareholders of any corporations that are preferred stock Subsidiaries of the Parties or, in the absence of agreement within five (5) business days, by determination of a nationally recognized investment banking firm selected by the Parties, which determination shall be binding on the Parties and the fees and expenses of which shall be shared equally by each of Xxxxxx and Hanover, to reflect the reduction in value attributable to the Hanover Common Stock as a result of any such distribution)Company; (ii) other than in connection with the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, split, combine or reclassify any of its shares of beneficial interest or capital stock 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 its such Party's beneficial interest or capital stock; or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary of its Subsidiaries to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any shares of its securities beneficial interest or any securities capital stock, except (x) as required by the terms of its or any of its Subsidiaries' securities outstanding on the date hereof, including (y) as contemplated by any existing employee benefit plan and (z) that the outstanding shares of Hanover MIT Series B Preferred Stock will be redeemed for cash or converted into MIT Common StockStock in accordance with the terms of the MIT Series B Preferred Stock and Section 5.22. MIT and the Company shall coordinate with each other regarding the payment of dividends with respect to MIT Common Stock and Company Common Stock after the date hereof, it being the intention of the Parties that (a) MIT shall pay whatever preclosing dividends shall be necessary to avoid (i) jeopardizing its status as a "real estate investment trust" under the Code and (ii) having positive real estate investment trust taxable income for the taxable year ending at the Effective Time (provided that the foregoing shall not be deemed to limit the amount of dividends that are otherwise payable by MIT or the Company under the terms of this Agreement), (b) the stockholders of MIT and the Company shall be treated fairly in order to avoid any "windfall" preclosing dividends, and (c) except as may be necessary to accomplish the foregoing, holders of MIT Common Stock and Company Common Stock shall not receive two dividends, or fail to receive one dividend, for any option, warrant single calendar quarter with respect to their shares of MIT Common Stock or right, directly Company Common Stock or indirectly, to acquire any shares of Company Common Stock that any such securities or propose to do any holder receives in exchange for shares of MIT Common Stock in the foregoingMerger.

Dividends; Changes in Stock. Hanover (i) Republic shall not, nor shall it permit any of its Subsidiaries to, nor shall Hanover or any of its Subsidiaries propose to, (ix) declare, set aside, declare or pay any dividends on or make other distributions in respect of any shares of its capital stock or partnership interests (whether in cash, securities stock or property or any combination thereof), except for (A) the declaration and payment dividends paid by a direct or indirect wholly owned Subsidiary of cash dividends or distributions paid on or with respect to a class of capital stock or partnership interests all of which shares of capital stock or partnership interests (with the exception of directors’ qualifying shares and other similarly nominal holdings required by law to be held by Persons other than Hanover or its wholly-owned Subsidiaries)Republic, as the case may be, of the applicable corporation or partnership are owned directly or indirectly by Hanover or (B) those distributions estimated regular, quarterly cash dividends paid by Republic on the Common Stock in good faith by Hanover to be required in order to permit Hanover to continue to qualify as a REIT under the Code or to avoid paying any income or excise taxes otherwise payable accordance with subclause (provided thatii) of this Section 4.1(b), with respect to such usual record and payment dates and in accordance with Republic’s past dividend policy, and (C) required distributions described in this clause (B): (x) prior written notice thereof is given to Xxxxxx and Spinco and on Republic’s trust preferred securities, if any, (y) the Exchange Ratio shall be adjusted, such adjustment to be determined in good faith by mutual agreement of the Parties or, in the absence of agreement within five (5) business days, by determination of a nationally recognized investment banking firm selected by the Parties, which determination shall be binding on the Parties and the fees and expenses of which shall be shared equally by each of Xxxxxx and Hanover, to reflect the reduction in value attributable to the Hanover Common Stock as a result of any such distribution); (ii) other than in connection with the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, split, combine or reclassify any of its capital stock stock, or issue or authorize or propose the issuance or authorization of any other securities in respect of, in lieu of, of or in substitution for, shares of its capital stock; , or (iiiz) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary to amend the terms or change the period of exercisability ofredeem, purchase, repurchase, redeem purchase or otherwise acquire, any shares of its securities capital stock or any securities of convertible into or exercisable for any shares of its Subsidiariescapital stock (except pursuant to agreements disclosed in Section 4.1 (b)(i) of the Republic Disclosure Letter). (ii) Republic may declare and pay regular, including shares quarterly cash dividends not to exceed the lesser of Hanover Common Stock(x) $0.12 per share and (y) 100% of the consolidated net income per share of Republic calculated in accordance with GAAP (“Net Income Per Share”) for the calendar quarter immediately preceding the calendar quarter in which any dividend is proposed to be declared, or any optionprovided that a dividend may be declared in the third calendar quarter of 2006 of up to $0.12 per share notwithstanding the fact that such per share dividend may exceed 100% of the Net Income Per Share earned by Republic for the three month period ending June 30, warrant or right, directly or indirectly, to acquire 2006 (the amount expressed on a per share basis by which any such securities dividend exceeds the Net Income Per Share for such three month period being referred to herein as the “Q2 Dividend Deficit”); provided, further, that no quarterly cash dividends may be declared in any calendar quarter subsequent to the third calendar quarter unless the excess of (i) the Trailing Dividend Amount (as defined herein) over (ii) the Q2 Dividend Deficit is equal to or propose greater than the lesser of (a) the dividend per share proposed to do any be declared in such quarter and (b) $0.12 per share, in which case such dividend may only be paid in an amount not to exceed the lesser of (c) the foregoingdividend per share proposed to be declared in such quarter and (d) $0.12 per share.

Dividends; Changes in Stock. Hanover Legacy shall not, nor shall it permit any of its Subsidiaries to, nor shall Hanover or any of its Subsidiaries propose to, (i) declare, set aside, declare or pay any dividends on or make other distributions in respect of any shares of its capital stock or partnership interests (whether in cash, securities or property or any combination thereof)stock, except (x) for dividends by a wholly owned Subsidiary of Legacy, (y) for distributions to Legacy shareholders in an aggregate amount not to exceed (A) 43.4 percent of the taxable income of Legacy during the period between January 1, 2013 through the Effective Date less $7,762,769 (but not including the Special Distribution and the Second Special Distribution) plus (B) immediately prior to the Effective Time, an additional $942,000 if the Effective Time has not occurred on or before ViewPoint’s ex-dividend date for its quarterly cash dividend for the third quarter of 2014 (estimated to be on or around November 1, 2014) and nonrecurring charges, assessments or costs incurred or proposed during such period that are not deductible for federal income tax purposes (other than customary transaction expenses) do not exceed $2,500,000, (ii) as specifically contemplated in Section 2.1(h) hereof, (iii) the declaration and payment of regular cash dividends or distributions paid on or with respect to a class any currently outstanding trust preferred securities issued by any Subsidiary of capital stock or partnership interests all of which shares of capital stock or partnership interests (Legacy in accordance with the exception of directors’ qualifying shares and other similarly nominal holdings required by law to be held by Persons other than Hanover or its wholly-owned Subsidiaries), as the case may be, terms of the applicable corporation or partnership are owned directly or indirectly Legacy Trust Documents entered into by Hanover or such Subsidiary, (Biv) those distributions estimated in good faith by Hanover to be required in order to permit Hanover to continue to qualify as a REIT under the Code or to avoid paying any income or excise taxes otherwise payable (provided that, with respect to such distributions described in this clause (B): (x) prior written notice thereof is given to Xxxxxx and Spinco and (y) the Exchange Ratio shall be adjusted, such adjustment to be determined in good faith by mutual agreement of the Parties or, in the absence of agreement within five (5) business days, by determination of a nationally recognized investment banking firm selected by the Parties, which determination shall be binding on the Parties and the fees and expenses of which shall be shared equally by each of Xxxxxx and Hanover, to reflect the reduction in value attributable to the Hanover Common Stock as a result of any such distribution); (ii) other than in connection with the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, split, combine combine, exchange, adjust 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, of or in substitution for, shares of its capital stock; , or (iiiv) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any shares of its securities capital stock or any securities of convertible into or exercisable for any shares of its Subsidiaries, including capital stock (except for the acquisition of DPC shares in the ordinary course of Hanover Common Stock, or any option, warrant or right, directly or indirectly, business consistent with past practice and except pursuant to acquire any such securities or propose to do any of agreements in effect on the foregoingdate hereof and disclosed in Legacy Disclosure Schedule 5.1(b)).”

Dividends; Changes in Stock. Hanover The Company shall not, nor and it shall it not permit any of its Subsidiaries Subsidiaries, to, nor shall Hanover or any of its Subsidiaries propose to, : (i) declare, set aside, declare or pay any dividends on or make other distributions in respect of any shares of its capital stock or partnership interests (whether in cash, securities or property or any combination thereof), except for (A) the declaration and payment, with Record Dates and usual payment dates, of regular quarterly cash dividends or distributions paid on or with respect to a class of capital stock or partnership interests all of which shares of capital stock or partnership interests (with the exception of directors’ qualifying shares and other similarly nominal holdings required by law to be held by Persons other than Hanover or its wholly-owned Subsidiaries)Company Common Shares not in excess, as the case may bein any fiscal year, of the applicable corporation dividends for the prior fiscal year increased at a rate consistent with past practice, or partnership are owned directly or indirectly dividends payable by Hanover or (B) those distributions estimated in good faith by Hanover a Subsidiary of the Company to be required in order to permit Hanover to continue to qualify as a REIT under the Code Company or to avoid paying any income or excise taxes otherwise payable (provided that, with respect to such distributions described in this clause (B): (x) prior written notice thereof is given to Xxxxxx and Spinco and (y) the Exchange Ratio shall be adjusted, such adjustment to be determined in good faith by mutual agreement a wholly owned Subsidiary of the Parties or, in the absence of agreement within five (5) business days, by determination of a nationally recognized investment banking firm selected by the Parties, which determination shall be binding on the Parties and the fees and expenses of which shall be shared equally by each of Xxxxxx and Hanover, to reflect the reduction in value attributable to the Hanover Common Stock as a result of any such distribution)Company; (ii) other than in connection with the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, 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, of or in substitution for, for shares of its capital stock; or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary of its Subsidiaries to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any 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, including shares (x) except as required by the terms of Hanover Common Stock, or any option, warrant or right, directly or indirectly, to acquire any such securities or propose to do any 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 foregoing.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. Hanover The Company shall not, nor and it shall it not permit any of its Subsidiaries Subsidiaries, to, nor shall Hanover or any of its Subsidiaries propose to, : (i) declare, set aside, declare or pay any dividends on or make other distributions in respect of any shares of its capital stock or partnership interests (whether in cash, securities or property or any combination thereof), except for (A) the declaration and payment, with Record Dates and usual payment dates, of regular quarterly cash dividends or distributions paid on or with respect to a class of capital stock or partnership interests all of which shares of capital stock or partnership interests (with the exception of directors’ qualifying shares and other similarly nominal holdings required by law to be held by Persons other than Hanover or its wholly-owned Subsidiaries)Company Common Shares not in excess, as the case may bein any fiscal year, of the applicable corporation dividends for the prior fiscal year increased at a rate consistent with past practice, or partnership are owned directly or indirectly dividends payable by Hanover or (B) those distributions estimated in good faith by Hanover a Subsidiary of the Company to be required in order to permit Hanover to continue to qualify as a REIT under the Code Company or to avoid paying any income or excise taxes otherwise payable (provided that, with respect to such distributions described in this clause (B): (x) prior written notice thereof is given to Xxxxxx and Spinco and (y) the Exchange Ratio shall be adjusted, such adjustment to be determined in good faith by mutual agreement a wholly owned Subsidiary of the Parties or, in the absence of agreement within five (5) business days, by determination of a nationally recognized investment banking firm selected by the Parties, which determination shall be binding on the Parties and the fees and expenses of which shall be shared equally by each of Xxxxxx and Hanover, to reflect the reduction in value attributable to the Hanover Common Stock as a result of any such distribution)Company; (ii) other than in connection with the amendment and restatement of Hanover’s Charter as set forth in the Articles of Amendment and Restatement, 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, of or in substitution for, for shares of its capital stock; or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit any Subsidiary of its Subsidiaries to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any 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, including shares (x) except as required by the terms of Hanover Common Stock, or any option, warrant or right, directly or indirectly, to acquire any such securities or propose to do any 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 foregoing.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