Dividends; Changes in Share Capital. Parent 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 dividends by wholly owned Subsidiaries of 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 Parent which remains a wholly owned Subsidiary after consummation of such transaction, or (iii) acquire any shares of its capital stock or any securities convertible into or exercisable for any shares of its capital stock through a self-tender offer.
Appears in 2 contracts
Sources: Merger Agreement (Nine West Group Inc /De), Merger Agreement (Jones Apparel Group Inc)
Dividends; Changes in Share Capital. Parent shall not, and The Company shall not permit any of its Subsidiaries to, and shall not propose to, (i) declare or pay any dividends on or make other distributions (whether in stock, cash or property) in respect of any of its capital stock, except dividends by a wholly owned Subsidiaries of Parentdirect or indirect Subsidiary to such Subsidiary’s 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 Parent 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 through a self-tender offerstock.
Appears in 2 contracts
Sources: Merger Agreement (Progen Pharmaceuticals LTD), Merger Agreement (Progen Pharmaceuticals LTD)
Dividends; Changes in Share Capital. Parent The Company shall not, and shall not permit any of its Subsidiaries to, and shall not propose to, to (i) declare other than pursuant to the Rights Agreement, declare, set aside or pay any dividends on dividend or make other distributions in distribution with respect of to any of its capital stock, stock (except for dividends by wholly owned Subsidiaries of Parentthe Company), (ii) other than the Reclassification, 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 Parent the Company which remains a wholly owned Subsidiary after consummation of such transaction, or (iii) other than the Redemption, 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 through a self-tender offerstock.
Appears in 2 contracts
Sources: Agreement and Plan of Recapitalization (Nortek Inc), Agreement and Plan of Recapitalization (Nortek Inc)
Dividends; Changes in Share Capital. Parent The Company 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 (whether in stock, cash or property) in respect of any of its capital stock, except dividends by a wholly owned Subsidiaries of Parentdirect or indirect Subsidiary to such Subsidiary’s 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 Parent 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 through a self-tender offerstock.
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Dividends; Changes in Share Capital. Parent Except as and to the extent specifically permitted or contemplated by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, and shall not propose to, to (i) declare declare, set aside or pay any dividends on dividend or make other distributions in distribution with respect of to any of its capital stock, stock (except for dividends by wholly wholly-owned Subsidiaries of Parentthe Company), (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 wholly-owned Subsidiary of Parent the Company which remains a wholly 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 through a self-tender offerstock.
Appears in 1 contract
Dividends; Changes in Share Capital. Parent The Company shall not, and shall not permit any of its Subsidiaries to, and shall not propose to, (i) declare declare, set aside or pay any dividends on dividend or make other distributions in distribution with respect of to any of its capital stock, stock (except for dividends by wholly wholly-owned Subsidiaries of Parentthe Company payable solely to the Company), (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 wholly-owned Subsidiary of Parent the Company which remains a wholly 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 through a self-tender offerstock.
Appears in 1 contract
Dividends; Changes in Share Capital. Parent The Company shall not, and shall not permit any of its Subsidiaries to, and shall not propose to, to (i) declare other than pursuant to the Rights Agreement, declare, set aside or pay any dividends on dividend or make other distributions in distribution with respect of to any of its capital stock, stock (except for dividends by wholly wholly-owned Subsidiaries of Parentthe Company), (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 wholly-owned Subsidiary of Parent the Company which remains a wholly 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 through a self-tender offerstock.
Appears in 1 contract
Sources: Merger Agreement (Bway Corp)