Common use of Dividends; Changes in Stock Clause in Contracts

Dividends; Changes in Stock. Neither Heinz nor Spinco shall, nor shall either of them permit any of its respective Subsidiaries to, nor shall it or any of its Subsidiaries propose to, (i) declare, set aside or pay any dividends on or make other distributions in respect of any shares of the capital stock or partnership interests of Spinco or its Subsidiaries (whether in cash, securities or property or any combination thereof), except for the declaration and payment of cash dividends or distributions paid on or with respect to a class of capital stock or partnership interests all of which shares of capital stock or partnership interests (with the exception of directors' qualifying shares and other similarly nominal holdings required by law to be held by Persons other than Spinco or its wholly-owned Subsidiaries), as the case may be, of the applicable corporation or partnership are owned directly or indirectly by Spinco; (ii) split, combine or reclassify any of the capital stock of Spinco or its Subsidiaries or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of the capital stock of Spinco or its Subsidiaries; or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit Spinco or any of its Subsidiaries to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of any of its Subsidiaries, including shares of Spinco Common Stock, or any option, warrant or right, directly or indirectly, to acquire any such securities or propose to do any of the foregoing.

Dividends; Changes in Stock. Neither Heinz Except as contemplated in respect of the Distribution, neither Xxxxxx nor Spinco shall, nor shall either of them permit any of its respective Subsidiaries to, nor shall it they or any of its their Subsidiaries propose to, (i) declare, set aside or pay any dividends on or make other distributions in respect of any shares of the capital stock or partnership other equity interests of Spinco or its the Spinco Retained Subsidiaries (whether in cash, securities or property or any combination thereof), except for the declaration and payment of cash dividends or distributions paid on or with respect to a class of capital stock or partnership interests all of which shares of capital stock or partnership other equity interests (with the exception of directors' ’ qualifying shares equity interests and other similarly nominal holdings required by law to be held by Persons other than Spinco or its wholly-owned Subsidiaries), as the case may be, of the applicable corporation or partnership are owned directly or indirectly by Spinco; (ii) split, combine or reclassify any of the equity interests or capital stock of Spinco or its the Spinco Retained Subsidiaries or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of the capital stock or other equity interests of Spinco or its the Spinco Retained Subsidiaries; or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit Spinco or any of its the Spinco Retained Subsidiaries to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of any of its the Spinco Retained Subsidiaries, including shares of Spinco Common StockInterests, or any option, warrant or right, directly or indirectly, to acquire any such securities or propose to do any of the foregoing.

Dividends; Changes in Stock. Neither Heinz Except as contemplated in respect of the Distribution, neither Xxxxxx nor Spinco shall, nor shall either of them permit any of its respective Subsidiaries to, nor shall it they or any of its their Subsidiaries propose to, (i) declare, set aside or pay any dividends on or make other distributions in respect of any shares of the capital stock or partnership other equity interests of Spinco or its the Spinco Retained Subsidiaries (whether in cash, securities or property or any combination thereof), except for the declaration and payment of cash dividends or distributions paid on or with respect to a class of capital stock or partnership interests all of which shares of capital stock or partnership other equity interests (with the exception of directors' ’ qualifying shares equity interests and other similarly nominal holdings required by law to be held by Persons other than Spinco or its wholly-owned Subsidiaries), as the case may be, of the applicable corporation 44 or partnership are owned directly or indirectly by Spinco; (ii) split, combine or reclassify any of the equity interests or capital stock of Spinco or its the Spinco Retained Subsidiaries or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of the capital stock or other equity interests of Spinco or its the Spinco Retained Subsidiaries; or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit Spinco or any of its the Spinco Retained Subsidiaries to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of any of its the Spinco Retained Subsidiaries, including shares of Spinco Common StockInterests, or any option, warrant or right, directly or indirectly, to acquire any such securities or propose to do any of the foregoing.

Dividends; Changes in Stock. Neither Heinz nor Spinco shallExcept for transactions solely among the Company and its wholly owned Subsidiaries, the Company shall not, nor shall either of them it permit any of its respective Subsidiaries to, nor shall it or any of its Subsidiaries propose to, (i) declare, set aside declare or pay any dividends on or make other distributions in respect of any shares of the its capital stock or partnership interests of Spinco or its Subsidiaries (whether in cashstock, securities or property or any combination thereof), except for the declaration and payment of cash dividends or distributions paid on or with respect to a class of capital stock or partnership interests all of which shares of capital stock or partnership interests (with the exception of directors' qualifying shares and other similarly nominal holdings required by law to be held by Persons other than Spinco or its wholly-owned Subsidiaries), as the case may be, of the applicable corporation or partnership are owned directly or indirectly by Spinco; (ii) split, combine combine, subdivide, consolidate or reclassify any of the its capital stock of Spinco or its Subsidiaries or issue or authorize or propose the issuance or authorization of any other securities in respect of, in lieu of, of or in substitution for, shares of the its capital stock (except for any split, combination, subdivision, consolidation or reclassification of capital stock of Spinco a wholly owned Subsidiary of the Company or its Subsidiaries; any issuance or authorization or proposal to issue or authorize any securities of a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary of the Company), (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit Spinco or any of its Subsidiaries Subsidiary to amend the terms or change the period of exercisability ofredeem, purchase, repurchase, redeem purchase or otherwise acquire, any shares of its securities capital stock or any securities convertible into or exercisable for any shares of its capital stock other than as required by any Company Stock Incentive Plan, Company Employee Benefit Plan or employment agreement of the Company made available to Parent prior to the date hereof (including in connection with the payment of any exercise price or Tax withholding in connection with the exercise or vesting of its SubsidiariesCompany Options or Company Restricted Stock Units), including shares of Spinco Common Stock(iv) issue, deliver, sell or grant any right, warrant or option to acquire any Company Shares or equity interests or (v) issue, deliver, sell or grant any additional Company Shares or equity interests or any securities convertible or exchangeable into or exercisable for, or any optionrights based in whole or in part on the value of, warrant or right, directly or indirectly, to acquire any such securities or propose to do any of the foregoingCompany Shares.

Dividends; Changes in Stock. Neither Heinz nor Except as contemplated in respect of the Asset Transfer and the Distribution, none of Xxxxxx, Spinco nor, prior to the consummation of the Asset Transfer, JWHHC, shall, nor shall either any of them permit any of its respective Subsidiaries to, nor shall it they or any of its their Subsidiaries propose to, (i) declare, set aside or pay any dividends on or make other distributions in respect of any shares of the capital stock or partnership other equity interests of Spinco or its the Spinco Retained Subsidiaries (whether in cash, securities or property or any combination thereof), except for the declaration and payment of cash dividends or distributions paid on or with respect to a class of capital stock or partnership interests all of which shares of capital stock or partnership other equity interests (with the exception of directors' qualifying shares equity interests and other similarly nominal holdings required by law to be held by Persons other than JWHHC, Spinco or its their wholly-owned Subsidiaries), as the case may be, of the applicable corporation or partnership are owned directly or indirectly by SpincoSpinco (or, prior to the consummation of the Asset Transfer, by JWHHC); (ii) split, combine or reclassify any of the equity interests or capital stock of Spinco or its the Spinco Retained Subsidiaries or issue or authorize or propose the issuance of any other securities in respect of, in lieu of, or in substitution for, shares of the capital stock or other equity interests of Spinco or its the Spinco Retained Subsidiaries; or (iii) amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, or permit Spinco or Spinco, any of its the Spinco Retained Subsidiaries or, prior to the consummation of the Asset Transfer, JWHHC to amend the terms or change the period of exercisability of, purchase, repurchase, redeem or otherwise acquire, any of its securities or any securities of any of its the Spinco Retained Subsidiaries, including shares of Spinco Common StockInterests, or any option, warrant or right, directly or indirectly, to acquire any such securities or propose to do any of the foregoing.