Dividends; Changes in Share Capital. The Company shall not, and shall not permit the Company Subsidiaries to, and shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than as provided for by this Agreement, and other than the “wine dividend” paid consistent with the Company’s wine dividend program in place as of the date of this Agreement, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.
Appears in 3 contracts
Sources: Merger Agreement (Chalone Wine Group LTD), Merger Agreement (Constellation Brands, Inc.), Merger Agreement (Huneeus Vintners LLC)
Dividends; Changes in Share Capital. The Company shall not, and shall not permit the Company any of its Subsidiaries to, and shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than as provided for except dividends by this Agreement, and other than the “wine dividend” paid consistent with Company or its Subsidiaries in the Company’s wine dividend program in place as of the date of this AgreementOrdinary Course, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.
Appears in 3 contracts
Sources: Merger Agreement (Mg Waldbaum Co), Merger Agreement (Mg Waldbaum Co), Merger Agreement (Michael Foods Inc /Mn)
Dividends; Changes in Share Capital. The Except as set forth on Schedules 5.4(ii) and 5.4(iii) and subject to Section 12.12, the Company shall not, and shall not permit the Company any of its Subsidiaries to, and shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than as provided for by this Agreement, and other than the “wine dividend” paid consistent with the Company’s wine dividend program in place as of the date of this Agreement, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.
Appears in 2 contracts
Sources: Unit Purchase Agreement (Pro Fac Cooperative Inc), Unit Purchase Agreement (Agrilink Foods Inc)
Dividends; Changes in Share Capital. The Company shall not, and shall not permit the Company any of its Subsidiaries to, and shall not propose to, directly or indirectly (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than as provided for by this Agreement, and other than the “wine dividend” paid consistent with the Company’s wine dividend program in place as of the date of this Agreement, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stockstock or other securities of the Company or any of its Subsidiaries.
Appears in 2 contracts
Sources: Merger Agreement (Ssa Global Technologies, Inc), Merger Agreement (Exe Technologies Inc)
Dividends; Changes in Share Capital. The Company shall not, and shall not permit the Company any of its Subsidiaries to, and shall not propose or commit to, (i) declare or pay any dividends on on, or make other distributions in respect of of, any of its capital stock, other than as provided for by this Agreement, and other than the “wine dividend” paid consistent with the Company’s wine dividend program in place as of the date of this Agreement, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.
Appears in 2 contracts
Sources: Merger Agreement (Bruker Daltonics Inc), Merger Agreement (Bruker Axs Inc)
Dividends; Changes in Share Capital. The Company shall not, and the Company, the Stockholder and the Optionholder shall not permit the Company Subsidiaries Subsidiary or the Affiliated Companies to, and shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than as provided for by this Agreement, and other than the “wine dividend” paid consistent with the Company’s wine dividend program in place as of the date of this Agreement, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock stock, (iii) issue any securities or grant options, warrants or rights to purchase any securities or (iiiiv) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.
Appears in 1 contract
Dividends; Changes in Share Capital. The Company shall not, and shall not permit the Company any of its Subsidiaries toto (1) declare, and shall not propose toset aside, (i) declare make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for dividends on paid by any direct or make indirect wholly-owned Subsidiary to the Company or to any other distributions in direct or indirect wholly-owned Subsidiary) or enter into any agreement with respect of any to the voting of its capital stock, other than as provided for by this Agreementor (2) reclassify, and other than the “wine dividend” paid consistent with the Company’s wine dividend program in place as of the date of this Agreement, (ii) split, combine combine, subdivide or reclassify redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible or exchangeable into or exercisable for any shares of its capital stock.
Appears in 1 contract
Dividends; Changes in Share Capital. The Company shall not, and shall not permit the Company any of its Subsidiaries to, and shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than as provided for except dividends by this Agreement, and other than the “wine dividend” paid consistent with Company or its Subsidiaries in the Company’s wine dividend program in place as of the date of this AgreementOrdinary Course, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock stock, or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.
Appears in 1 contract
Dividends; Changes in Share Capital. The Company shall not, and shall not permit the Company Subsidiaries to, and shall not propose to, (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock, other than as provided for except dividends by this Agreement, and other than the “wine dividend” paid consistent with Company in the Company’s wine dividend program in place as of the date of this Agreementordinary course, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock stock, or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock.
Appears in 1 contract
Sources: Stock Purchase Agreement (Crown Media Holdings Inc)