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.
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Samples: Agreement and Plan of Merger (Constellation Brands, Inc.), Agreement and Plan of Merger (Huneeus Vintners LLC), Agreement and Plan of Merger (Chalone Wine Group LTD)
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 '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
Samples: Agreement and Plan of Merger (Chalone Wine Group LTD), Agreement and Plan of Merger (Domaines Barons De Rothschild /Lafite/)
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, 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, other than as provided stock (except for dividends by this Agreement, and other than the “wine dividend” paid consistent with wholly-owned Subsidiaries of 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, except for any such transaction by a wholly-owned Subsidiary of the Company 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.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Great American Financial Resources Inc), Agreement and Plan of Merger (Ceres Group 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, (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, except for any such transaction by a wholly owned Subsidiary of the Company 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.
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