Common use of Dividends; Changes in Share Capital Clause in Contracts

Dividends; Changes in Share Capital. PNU shall not, and shall not permit 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, except (A) the declaration and payment of regular quarterly cash dividends not in excess of $0.27 per share of PNU Common Stock with usual record and payment dates for such dividends in accordance with past dividend practice, (B) the declaration and payment of regular quarterly cash dividends not in excess of $629.69 per share on the PNU Convertible Preferred Stock with usual record and payment dates for such dividends in accordance with past dividend practice and (C) for dividends by wholly owned Subsidiaries of PNU, (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, except for any such transaction by a wholly owned Subsidiary of PNU which remains a wholly owned Subsidiary after consummation of such transaction 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 except for the purchase from time to time by PNU of PNU Common Stock (and the associated PNU Rights) in the ordinary course of business consistent with past practice in connection with the PNU Employee Benefit Plans.

Appears in 2 contracts

Sources: Merger Agreement (Pharmacia Corp /De/), Merger Agreement (Pharmacia & Upjohn Inc)

Dividends; Changes in Share Capital. PNU Sprint shall not, and shall not permit 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, except (A) Sprint may continue the declaration and payment of regular quarterly cash dividends not in excess of $0.27 0.125 per share of PNU Common Sprint FON Stock (and any corresponding cash dividends on shares held by the Class A Holders) and regular dividends required by the terms of the Sprint Preferred Stock as in effect on the date hereof, in each case with usual record and payment dates for such dividends in accordance with Sprint's past dividend practice, practice and (B) the declaration and payment of regular quarterly cash dividends not in excess of $629.69 per share on the PNU Convertible Preferred Stock with usual record and payment dates for such dividends in accordance with past dividend practice and (C) for dividends by wholly owned Subsidiaries of PNUSprint to its parent, (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, except for any such transaction by a wholly owned Subsidiary of PNU Sprint which remains a wholly owned Subsidiary after consummation of such transaction transaction, 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 except for the purchase from time to time by PNU Sprint of PNU Sprint Common Stock (and the associated PNU Sprint Rights) in the ordinary course of business consistent with past practice in connection with the PNU Employee Sprint Benefit PlansPlans and the terms of the Sprint Conversion Shares as in effect on the date hereof and except for the redemption of the Sprint Second Series Preferred Stock pursuant to Section 5.14.

Appears in 2 contracts

Sources: Merger Agreement (Sprint Corp), Merger Agreement (Mci Worldcom Inc)

Dividends; Changes in Share Capital. PNU shall not, and shall not permit 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, except (A) the declaration and payment of regular quarterly cash dividends not in excess of $$ 0.27 per share of PNU Common Stock with usual record and payment dates for such dividends in accordance with past dividend practice, (B) the declaration and payment of regular quarterly cash dividends not in excess of $629.69 per share on the PNU Convertible Preferred Stock with usual record and payment dates for such dividends in accordance with past dividend practice and (C) for dividends by wholly owned Subsidiaries of PNU, (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, except for any such transaction by a wholly owned Subsidiary of PNU which remains a wholly owned Subsidiary after consummation of such transaction 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 except for the purchase from time to time by PNU of PNU Common Stock (and the associated PNU Rights) in the ordinary course of business consistent with past practice in connection with the PNU Employee Benefit Plans.

Appears in 2 contracts

Sources: Merger Agreement (Monsanto Co), Merger Agreement (Pharmacia & Upjohn Inc)

Dividends; Changes in Share Capital. PNU AHP shall not, and shall not permit 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, except (A) the declaration and payment of regular quarterly cash dividends not in excess of $0.27 .215 per share of PNU AHP Common Stock with usual record and payment dates for such dividends in accordance with past dividend practice, (B) the declaration and payment of regular quarterly cash dividends not in excess of $629.69 .50 per share on the PNU $2 Convertible Preferred Stock with usual record and payment dates for such dividends in accordance with past dividend practice and (C) for dividends by wholly owned Subsidiaries of PNUAHP, (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, except for any such transaction by a wholly owned Subsidiary of PNU AHP which remains a wholly owned Subsidiary after consummation of such transaction 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 except for the purchase from time to time by PNU AHP of PNU AHP Common Stock (and the associated PNU Rights) in the ordinary course of business consistent with past practice in connection with the PNU Employee AHP Benefit Plans.

Appears in 2 contracts

Sources: Merger Agreement (American Home Products Corp), Merger Agreement (Monsanto Co)

Dividends; Changes in Share Capital. PNU AHP shall not, and shall not permit 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, except (A) the declaration and payment of regular quarterly cash dividends not in excess of $0.27 .23 per share of PNU AHP Common Stock with usual record and payment dates for such dividends in accordance with past dividend practice, (B) the declaration and payment of regular quarterly cash dividends not in excess of $629.69 .50 per share on the PNU $2 Convertible Preferred Stock with usual record and payment dates for such dividends in accordance with past dividend practice and (C) for dividends by wholly owned Subsidiaries of PNUAHP, (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, except for any such transaction by a wholly owned Subsidiary of PNU AHP which remains a wholly owned Subsidiary after consummation of such transaction 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 except for the purchase from time to time by PNU AHP of PNU AHP Common Stock (and the associated PNU AHP Rights) in the ordinary course of business consistent with past practice in connection with the PNU Employee AHP Benefit Plans. Prior to the Effective Time, AHP shall not redeem the AHP Rights.

Appears in 2 contracts

Sources: Merger Agreement (Warner Lambert Co), Merger Agreement (American Home Products Corp)