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

Dividends; Changes in Share Capital. The Company shall not (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 direct 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 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 (Progen Pharmaceuticals LTD), Agreement and Plan of Merger (Progen Pharmaceuticals LTD)

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Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its Subsidiaries to (i) declare other than pursuant to the Rights Agreement, declare, set aside or pay any dividends on dividend or make other distributions (whether in stock, cash or property) in distribution with respect of to any of its capital stock, stock (except for dividends by a wholly owned direct or indirect Subsidiary to such Subsidiary’s parentSubsidiaries of the 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 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.

Appears in 2 contracts

Samples: Agreement and Plan of Recapitalization (Nortek Inc), Agreement and Plan of Recapitalization (Nortek Inc)

Dividends; Changes in Share Capital. The 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 (i) declare declare, set aside or pay any dividends on dividend or make other distributions (whether in stock, cash or property) in distribution with respect of to any of its capital stock, stock (except for dividends by a wholly wholly-owned direct or indirect Subsidiary to such Subsidiary’s parentSubsidiaries of 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 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (JLM Industries Inc)

Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its Subsidiaries to, (i) declare declare, set aside or pay any dividends on dividend or make other distributions (whether in stock, cash or property) in distribution with respect of to any of its capital stock, stock (except for dividends by a wholly wholly-owned direct or indirect Subsidiary Subsidiaries of the Company payable solely to such Subsidiary’s 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 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tripath Imaging Inc)

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Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its Subsidiaries to (i) declare other than pursuant to the Rights Agreement, declare, set aside or pay any dividends on dividend or make other distributions (whether in stock, cash or property) in distribution with respect of to any of its capital stock, stock (except for dividends by a wholly wholly-owned direct or indirect Subsidiary to such Subsidiary’s parentSubsidiaries of 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 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bway Corp)

Dividends; Changes in Share Capital. The Company shall not, and shall not permit any of its Subsidiaries 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 direct 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 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 1 contract

Samples: Agreement and Plan of Merger (Chemgenex Pharmaceuticals LTD)

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