Dividends; Changes in Stock. The Company shall not, nor shall it permit any of its Subsidiaries to (i) declare or pay any dividends on or make other distributions in respect of any of its capital stock (except for cash dividends paid to the Company by its wholly-owned Subsidiaries with regard to its capital stock); provided, however, that the Company may declare and pay to holders of Shares regular quarterly dividends to stockholders of record with such record dates as are consistent with past practice, which payments in no event shall exceed $0.03 per share per quarter; (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 or otherwise acquire, or permit any Subsidiary to purchase or otherwise acquire, any shares of its capital stock, except (A) as contemplated by Section 3.5 of this Agreement and (B) as required by the terms of its securities outstanding or any employee benefit plan in effect on the date hereof.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Ply Gem Industries Inc), Agreement and Plan of Merger (Nortek Inc), Agreement and Plan of Merger (Atrium Corp)
