Common use of Dividends; Stock Splits or Combinations Clause in Contracts

Dividends; Stock Splits or Combinations. (1) Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference senior to or the right to participate with the Class A Common Stock with respect to the payment of dividends, dividends of cash or property may be declared and paid on the Class A Common Stock out of the assets of the Corporation that are by law available therefor, at the times and in the amounts as the board of directors of the Corporation (the “Board”) in its discretion may determine. (2) Except as provided in Section 5.1(ii)(3) with respect to stock dividends, dividends of cash or property may not be declared or paid on shares of Class B Common Stock. (3) In no event will any stock dividend, stock split, reverse stock split, combination of stock, reclassification or recapitalization be declared or made on any class of Common Stock (each, a “Stock Adjustment”) unless (a) a corresponding Stock Adjustment for all other classes of Common Stock not so adjusted at the time outstanding is made in the same proportion and the same manner and (b) the Stock Adjustment has been reflected in the same economically equivalent manner on all LLC Units. Stock dividends with respect to each class of Common Stock may only be paid with shares of stock of the same class of Common Stock.

Appears in 5 contracts

Samples: Merger Agreement (Weber Inc.), Reorganization Agreement (BRP Group, Inc.), Reorganization Agreement (BRP Group, Inc.)

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Dividends; Stock Splits or Combinations. (1) Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference senior to or the right to participate with the Class A Common Stock with respect to the payment of dividends, such dividends and other distributions of cash cash, stock or property may be declared and paid on the Class A Common Stock out of the assets of the Corporation that are by law available therefor, at the times and in the amounts as the board of directors of the Corporation (the “Board”) Board in its discretion may determine. (2) Except as provided in Section 5.1(ii)(34.4(b)(3) with respect to stock dividends, dividends of cash or property may shall not be declared or paid on shares of Class B Common Stock. (3) In no event will any stock dividend, stock split, reverse stock split, combination of stock, reclassification or recapitalization be declared or made on any class of Common Stock (each, a “Stock Adjustment”) unless (a) a corresponding Stock Adjustment for all other classes of Common Stock not so adjusted at the time outstanding is made in the same proportion and the same manner and (b) the Stock Adjustment has been reflected in the same economically equivalent manner on all LLC Common Units. Stock dividends with respect to each class of Common Stock may only be paid with shares of stock of the same class of Common Stock.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (FAST Acquisition Corp. II), Merger Agreement (FAST Acquisition Corp. II)

Dividends; Stock Splits or Combinations. (1) Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference senior to or the right to participate with the Class A Common Stock with respect to the payment of dividends, such dividends and other distributions of cash cash, stock or property may be declared and paid on the Class A Common Stock out of the assets of the Corporation that are by law available therefor, at the times and in the amounts as the board of directors of the Corporation (the “Board”) Board in its discretion may determine. (2) Except as provided in Section 5.1(ii)(34.4(b)(3) with respect to stock dividends, dividends of cash or property may shall not be declared or paid on shares of Class B V Common Stock. (3) In no event will any stock dividend, stock split, reverse stock split, combination of stock, reclassification or recapitalization be declared or made on any class of Common Stock (each, a “Stock Adjustment”) unless (a) a corresponding Stock Adjustment for all other classes of Common Stock not so adjusted at the time outstanding is made in the same proportion and the same manner and (b) the Stock Adjustment has been reflected in the same economically equivalent manner on all LLC Class B Units. Stock dividends with respect to each class of Common Stock may only be paid with shares of stock of the same class of Common Stock.

Appears in 2 contracts

Samples: Business Combination Agreement (ESGEN Acquisition Corp), Business Combination Agreement (ESGEN Acquisition Corp)

Dividends; Stock Splits or Combinations. (1i) Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference senior to or the right to participate with the Class A Common Stock with respect to the payment of dividends, dividends of cash or property may be declared and paid on the Class A Common Stock out of the assets of the Corporation that are by law available therefor, at the times and in the amounts as the board Board of directors of the Corporation (the “Board”) Directors in its discretion may determine. (2ii) Except as provided in Section 5.1(ii)(34.03(b)(iii) with respect to stock dividends, dividends of cash or property may not be declared or paid on shares of Class B Common Stock. (3iii) In no event will any stock dividend, stock split, reverse stock split, combination of stock, reclassification or recapitalization be declared or made on any class of Common Stock (each, a “Stock Adjustment”) unless (aA) a corresponding Stock Adjustment for all other classes of Common Stock not so adjusted at the time outstanding is made in the same proportion and the same manner and (bB) the Stock Adjustment has been reflected in the same economically equivalent manner on all LLC Unitsshares of common stock of Mirion IntermediateCo. Stock dividends with respect to each class of Common Stock may only be paid with shares of stock of the same class of Common Stock.

Appears in 2 contracts

Samples: Business Combination Agreement (GS Acquisition Holdings Corp II), Business Combination Agreement (GS Acquisition Holdings Corp II)

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Dividends; Stock Splits or Combinations. (1) Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference senior to or the right to participate with the Class A Common Stock with respect to the payment of dividends, dividends and other distributions of cash cash, stock or property may be declared and paid on the shares of Class A Common Stock out of the assets of the Corporation that are by law available therefor, at the times and in the amounts as the board of directors of the Corporation (the “Board”) in its discretion may determine. (2) Except as provided in Section 5.1(ii)(35.1(i)(3) with respect to stock dividends, dividends of cash or property may not be declared or paid on shares of Class B X Common Stock. (3) In no event will any stock dividend, stock split, reverse stock split, combination of stock, reclassification or recapitalization be declared or made on any class series of Common Stock (each, a “Stock Adjustment”) unless (a) a corresponding Stock Adjustment for all other classes series of Common Stock not so adjusted at the time outstanding is made in the same proportion and the same manner and (b) the Stock Adjustment has been reflected in the same economically equivalent manner on all Class A LLC Units. Stock dividends with respect to each class series of Common Stock may only be paid with shares of stock of the same class series of Common Stock.

Appears in 1 contract

Samples: Business Combination Agreement (Spree Acquisition Corp. 1 LTD)

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