Common use of Dividends; Changes in Stock Clause in Contracts

Dividends; Changes in Stock. Neither the Company nor CSLC shall, nor shall the Company or CSLC permit any of its Subsidiaries to, nor shall either such party or any of their respective Subsidiaries propose to, (i) declare or pay any dividends (whether of cash, stock or other property) on or make any other distributions in respect of its capital stock, (ii) split, combine or reclassify, or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, any shares of its capital stock, or (iii) redeem, repurchase or otherwise acquire for value, or permit any of its Subsidiaries to redeem, repurchase or otherwise acquire for value, any shares of its capital stock, except in the case of clause (i) above, ordinary cash dividends in respect of the Company Common Stock not in excess of 8.5% of the original issue price per share in any calendar year (subject to the Company's reasonable best efforts to maintain reserves consistent with past practices) and as otherwise required to preserve and maintain the Company's status as a REIT through the Effective Time, and except, in the case of clause (iii) above, in connection with the redemption of the Holding Preferred Stock as contemplated by this Agreement. Notwithstanding the foregoing, CSLC and its Subsidiaries shall be permitted to consummate transactions of the type referred to in clauses (i), (ii), and (iii) of the preceding sentence solely to the extent necessary to facilitate consummation of the Merger and otherwise to the extent that consummation of any such transactions would not reasonably be likely to have any material dilutive effect on the consensus projected earnings per share in respect of the CSLC Common Stock, as published by First Call (or another similar nationally recognized service in the absence of such publication by First Call), determined on a pro forma basis (a "Dilutive CSLC Effect"). For purposes of this Article IV, prior to making any final determination as to a Dilutive CSLC Effect, CSLC shall provide the Company upon request, with copies of all documents, information and materials (including presentations made to the CSLC Board of Directors) used as a basis by CSLC to make such determination.

Dividends; Changes in Stock. Neither the Company nor CSLC shallHanover shall not, nor shall the Company or CSLC it permit any of its Subsidiaries to, nor shall either such party Hanover or any of their respective its Subsidiaries propose to, (i) declare declare, set aside, or pay any dividends (whether of cash, stock or other property) on or make any other distributions in respect of any shares of its capital stockstock 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, 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, any shares of its capital stock, ; or (iii) redeemamend the terms or change the period of exercisability of, repurchase purchase, repurchase, redeem or otherwise acquire for valueacquire, or permit any Subsidiary to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its Subsidiaries to redeemsecurities or any securities of any of its Subsidiaries, repurchase or otherwise acquire for value, any including shares of its capital stock, except in the case of clause (i) above, ordinary cash dividends in respect of the Company Common Stock not in excess of 8.5% of the original issue price per share in any calendar year (subject to the Company's reasonable best efforts to maintain reserves consistent with past practices) and as otherwise required to preserve and maintain the Company's status as a REIT through the Effective Time, and except, in the case of clause (iii) above, in connection with the redemption of the Holding Preferred Stock as contemplated by this Agreement. Notwithstanding the foregoing, CSLC and its Subsidiaries shall be permitted to consummate transactions of the type referred to in clauses (i), (ii), and (iii) of the preceding sentence solely to the extent necessary to facilitate consummation of the Merger and otherwise to the extent that consummation of any such transactions would not reasonably be likely to have any material dilutive effect on the consensus projected earnings per share in respect of the CSLC Hanover Common Stock, as published by First Call (or another similar nationally recognized service in any option, warrant or right, directly or indirectly, to acquire any such securities or propose to do any of the absence of such publication by First Call), determined on a pro forma basis (a "Dilutive CSLC Effect"). For purposes of this Article IV, prior to making any final determination as to a Dilutive CSLC Effect, CSLC shall provide the Company upon request, with copies of all documents, information and materials (including presentations made to the CSLC Board of Directors) used as a basis by CSLC to make such determinationforegoing.

Dividends; Changes in Stock. Neither the Company nor CSLC shallHanover shall not, nor shall the Company or CSLC it permit any of its Subsidiaries to, nor shall either such party Hanover or any of their respective its Subsidiaries propose to, (i) declare declare, set aside, or pay any dividends (whether of cash, stock or other property) on or make any other distributions in respect of any shares of its capital stockstock 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 Aggregate Merger Share Issuance and the relative ownership of Adjusted Outstanding Surviving Corporation Shares set forth in Section 2.2(c) shall each be adjusted to reflect the reduction in value attributable to the Hanover Common Stock as a result of any such distribution, 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); (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, 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, any shares of its capital stock, ; or (iii) redeemamend the terms or change the period of exercisability of, repurchase purchase, repurchase, redeem or otherwise acquire for valueacquire, or permit any Subsidiary to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its Subsidiaries to redeemsecurities or any securities of any of its Subsidiaries, repurchase or otherwise acquire for value, any including shares of its capital stock, except in the case of clause (i) above, ordinary cash dividends in respect of the Company Common Stock not in excess of 8.5% of the original issue price per share in any calendar year (subject to the Company's reasonable best efforts to maintain reserves consistent with past practices) and as otherwise required to preserve and maintain the Company's status as a REIT through the Effective Time, and except, in the case of clause (iii) above, in connection with the redemption of the Holding Preferred Stock as contemplated by this Agreement. Notwithstanding the foregoing, CSLC and its Subsidiaries shall be permitted to consummate transactions of the type referred to in clauses (i), (ii), and (iii) of the preceding sentence solely to the extent necessary to facilitate consummation of the Merger and otherwise to the extent that consummation of any such transactions would not reasonably be likely to have any material dilutive effect on the consensus projected earnings per share in respect of the CSLC Hanover Common Stock, as published by First Call (or another similar nationally recognized service in any option, warrant or right, directly or indirectly, to acquire any such securities or propose to do any of the absence of such publication by First Call), determined on a pro forma basis (a "Dilutive CSLC Effect"). For purposes of this Article IV, prior to making any final determination as to a Dilutive CSLC Effect, CSLC shall provide the Company upon request, with copies of all documents, information and materials (including presentations made to the CSLC Board of Directors) used as a basis by CSLC to make such determinationforegoing.

Dividends; Changes in Stock. Neither the Company nor CSLC shallHanover shall not, nor shall the Company or CSLC it permit any of its Subsidiaries to, nor shall either such party Hanover or any of their respective its Subsidiaries propose to, (i) declare declare, set aside, or pay any dividends (whether of cash, stock or other property) on or make any other distributions in respect of any shares of its capital stockstock 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, JWHHC and Spinco and (y) the Aggregate Merger Share Issuance and the relative ownership of Adjusted Outstanding Surviving Corporation Shares set forth in Section 2.2(c) shall each be adjusted to reflect the reduction in value attributable to the Hanover Common Stock as a result of any such distribution, 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); (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, 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, any shares of its capital stock, ; or (iii) redeemamend the terms or change the period of exercisability of, repurchase purchase, repurchase, redeem or otherwise acquire for valueacquire, or permit any Subsidiary to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its Subsidiaries to redeemsecurities or any securities of any of its Subsidiaries, repurchase or otherwise acquire for value, any including shares of its capital stock, except in the case of clause (i) above, ordinary cash dividends in respect of the Company Common Stock not in excess of 8.5% of the original issue price per share in any calendar year (subject to the Company's reasonable best efforts to maintain reserves consistent with past practices) and as otherwise required to preserve and maintain the Company's status as a REIT through the Effective Time, and except, in the case of clause (iii) above, in connection with the redemption of the Holding Preferred Stock as contemplated by this Agreement. Notwithstanding the foregoing, CSLC and its Subsidiaries shall be permitted to consummate transactions of the type referred to in clauses (i), (ii), and (iii) of the preceding sentence solely to the extent necessary to facilitate consummation of the Merger and otherwise to the extent that consummation of any such transactions would not reasonably be likely to have any material dilutive effect on the consensus projected earnings per share in respect of the CSLC Hanover Common Stock, as published by First Call (or another similar nationally recognized service in any option, warrant or right, directly or indirectly, to acquire any such securities or propose to do any of the absence of such publication by First Call), determined on a pro forma basis (a "Dilutive CSLC Effect"). For purposes of this Article IV, prior to making any final determination as to a Dilutive CSLC Effect, CSLC shall provide the Company upon request, with copies of all documents, information and materials (including presentations made to the CSLC Board of Directors) used as a basis by CSLC to make such determinationforegoing.

Dividends; Changes in Stock. Neither the Company nor CSLC shallJPMorgan Chase shall not, nor shall the Company or CSLC it permit any of its Subsidiaries to, nor shall either such party or any of their respective Subsidiaries propose to, (i) declare or pay any dividends (whether of cash, stock or other property) on or make any other distributions in respect of any of its capital stock, except (A) as provided in Section 5.12, (B) the declaration and payment of regular quarterly cash dividends on the JPMorgan Chase Common Stock at a rate not in excess of the regular quarterly cash dividend most recently declared prior to the date of this Agreement and regular cash dividends on the JPMorgan Chase Preferred Stock in accordance with the terms of such preferred stock as in effect on the date of this Agreement, in each case with usual record and payment dates for such dividends in accordance with JPMorgan Chase’s past dividend practice or as required by the terms of such preferred stock, and (C) for dividends by a wholly-owned Subsidiary of JPMorgan Chase, (ii) split, combine or reclassify, 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, any shares of its capital stock, or (iii) redeemrepurchase, repurchase redeem or otherwise acquire for valueacquire, or permit any of its Subsidiaries Subsidiary to redeem, repurchase purchase or otherwise acquire for valueacquire, any shares of its capital stockstock or any securities convertible into or exercisable for any shares of its capital stock (except for the acquisition of trading account shares, except trust account shares and DPC shares in the case ordinary course of clause (i) above, ordinary cash dividends in respect of the Company Common Stock not in excess of 8.5% of the original issue price per share in any calendar year (subject to the Company's reasonable best efforts to maintain reserves business consistent with past practices) practice and as otherwise required except pursuant to preserve and maintain the Company's status as a REIT through the Effective Time, and except, agreements in the case of clause (iii) above, in connection with the redemption of the Holding Preferred Stock as contemplated by this Agreement. Notwithstanding the foregoing, CSLC and its Subsidiaries shall be permitted to consummate transactions of the type referred to in clauses (i), (ii), and (iii) of the preceding sentence solely to the extent necessary to facilitate consummation of the Merger and otherwise to the extent that consummation of any such transactions would not reasonably be likely to have any material dilutive effect on the consensus projected earnings per share in respect of the CSLC Common Stock, as published by First Call (date hereof and disclosed or another similar nationally recognized service not required to be disclosed in the absence of such publication by First CallJPMorgan Chase Disclosure Schedule), determined on a pro forma basis (a "Dilutive CSLC Effect"). For purposes of this Article IV, prior to making any final determination as to a Dilutive CSLC Effect, CSLC shall provide the Company upon request, with copies of all documents, information and materials (including presentations made to the CSLC Board of Directors) used as a basis by CSLC to make such determination.