Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not: (i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or (iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes. (b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 19 contracts
Sources: Rights Agreement (Florida East Coast Industries Inc), Rights Agreement (Modem Media Inc), Rights Agreement (Pitney Bowes Office Systems Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 14 contracts
Sources: Rights Agreement (American Axle & Manufacturing Holdings Inc), Rights Agreement (Wci Communities Inc), Rights Agreement (American Axle & Manufacturing Holdings Inc)
Certain Restrictions. (a) 4.1 Whenever quarterly dividends or other dividends or distributions payable on the Series A RP Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A RP Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) 4.1.1 declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A RP Preferred Stock;
(ii) 4.1.2 declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A RP Preferred Stock, except dividends paid ratably on the Series A RP Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, 4.1.3 redeem or purchase or otherwise acquire for value any consideration (except as provided in Section 4.1.4 below) shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A RP Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A RP Preferred Stock; or;
(iv) redeem, 4.1.4 redeem or purchase or otherwise acquire for value consideration any shares of Series A RP Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A RP Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) 4.2 The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)Section 4.1, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 13 contracts
Sources: Rights Agreement (Macropore Inc), Rights Agreement (Netvantage Inc), Rights Agreement (Washington Mutual Inc)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding winding-up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 8 contracts
Sources: Rights Agreement (IHS Inc.), Tax Benefits Preservation Plan (Pmi Group Inc), Tax Benefits Preservation Plan (Pmi Group Inc)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A B Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A B Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 7 contracts
Sources: Rights Agreement (Texas Instruments Inc), Rights Agreement (E Trade Group Inc), Rights Agreement (Imclone Systems Inc/De)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 7 contracts
Sources: Rights Agreement (Murphy Oil Corp /De), Rights Agreement (Masco Corp /De/), Rights Agreement (Masco Corp /De/)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 above are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred StockStock other than (A) such redemptions or purchases that may be deemed to occur upon the exercise of stock options, warrants or similar rights or grant, vesting or lapse of restrictions on the grant of any performance shares, restricted stock, restricted stock units or other equity awards to the extent that such shares represent all or a portion of (x) the exercise or purchase price of such options, warrants or similar rights or other equity awards or (y) the amount of withholding taxes owed by the holder of such award in respect of such grant, exercise, vesting or lapse of restrictions; (B) such purchases necessary to satisfy the issuance of any shares upon the exercise or to satisfy the vesting and settlement of any options, warrants or similar rights or other equity awards pursuant to the terms of the Corporation’s equity plans maintained for the benefit its employees, directors and other service providers; or (C) the repurchase, redemption or other acquisition or retirement for value of any such shares from employees, directors, former directors, consultants or former consultants of the Corporation or their respective estate, spouse, former spouse or family member, pursuant to the terms of the agreement pursuant to which such shares were acquired;
(ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire consideration shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of capital stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock; provided, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any capital stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of capital stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph Section 4(a)) above, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 7 contracts
Sources: Stockholder Rights Agreement (Carters Inc), Shareholder Rights Agreement (Lifeway Foods, Inc.), Stockholder Rights Agreement (Galera Therapeutics, Inc.)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution dis- solution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 6 contracts
Sources: Rights Agreement (Conocophillips), Rights Agreement (Hercules Inc), Rights Agreement (Corvetteporsche Corp)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A B Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A B Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding winding-up) to the Series A B Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A B Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 5 contracts
Sources: Tax Benefits Preservation Plan (Steel Excel Inc.), Tax Benefits Preservation Plan (Fidelity Southern Corp), Tax Benefits Preservation Plan (Fidelity Southern Corp)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section Paragraph 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Paragraph 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 5 contracts
Sources: Rights Agreement (Capital Corp of the West), Rights Agreement (MCB Financial Corp), Rights Agreement (Civic Bancorp)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire consideration shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock; provided, however, that the Company may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph Section 4(a), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 5 contracts
Sources: Section 382 Rights Agreement (Centrus Energy Corp), Section 382 Rights Agreement (Centrus Energy Corp), Rights Agreement (Pepsi Bottling Group Inc)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 5 contracts
Sources: Tax Benefits Preservation Plan (Meet Group, Inc.), Section 382 Tax Benefits Preservation Plan (Celadon Group Inc), Tax Benefits Preservation Plan (Alaska Communications Systems Group Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A shares of Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Junior Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except dividends paid ratably on the Series A shares of Junior Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Junior Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Junior Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 5 contracts
Sources: Rights Agreement (ChinaEdu CORP), Rights Agreement (ChinaEdu CORP), Rights Agreement (Titan Pharmaceuticals Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A E Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A E Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A E Preferred Stock;
(ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A E Preferred Stock, except dividends paid ratably on the Series A E Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to with the Series A E Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A E Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A E Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A E Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)Paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 5 contracts
Sources: Tax Benefits Preservation Plan (Drive Shack Inc.), Tax Benefits Preservation Plan (Drive Shack Inc.), Tax Benefits Preservation Plan (Drive Shack Inc.)
Certain Restrictions. (ai) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock Shares as provided in Section paragraph 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock Shares outstanding shall have been paid in full, the Corporation corporation shall not:
(ia) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred StockShares;
(iib) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShares, except dividends paid ratably on the Series A Preferred Stock Shares and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iiic) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; Shares, provided that the Corporation corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation corporation ranking junior (both as to dividends and upon dissolutionliquidation, liquidation dissolution or winding up) to the Series A Preferred StockShares; or
(ivd) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred StockShares, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bii) The Corporation corporation shall not permit any subsidiary of the Corporation corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation corporation unless the Corporation corporation could, under subparagraph (i) of this paragraph 4(a)4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 4 contracts
Sources: Share Rights Agreement (BMC Industries Inc/Mn/), Share Rights Agreement (Buffets Inc), Share Rights Agreement (Buffets Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 4 contracts
Sources: Rights Agreement (Administaff Inc \De\), Rights Agreement (Synavant Inc), Rights Agreement (Synavant Inc)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A R Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A R Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A R Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A R Preferred Stock, except dividends paid ratably on the Series A R Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A R Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding winding-up) to the Series A R Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A R Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A R Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A R Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 4 contracts
Sources: Tax Benefits Preservation Plan (Citigroup Inc), Exchange Agreement (Citigroup Inc), Exchange Agreement (Citigroup Inc)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A B Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 4 contracts
Sources: Tax Benefits Preservation Plan (Immersion Corp), Tax Benefits Preservation Plan (Immersion Corp), Tax Benefits Preservation Plan (Support.com, Inc.)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section SECTION 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(aSECTION 4(A), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 4 contracts
Sources: Rights Agreement (Krispy Kreme Doughnuts Inc), Rights Agreement (Industrial Distribution Group Inc), Rights Agreement (Suburban Lodges of America Inc)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Participating Preferred Stock as provided in Section 2 herein are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Participating Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
not (i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Participating Preferred Stock;
; (ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Participating Preferred Stock, except dividends paid ratably on the Series A Participating Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
; (iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classesseries, shall determine in good faith will result in fair and equitable treatment among to the respective series or classesholders of such series.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this subsection, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 4 contracts
Sources: Rights Agreement (Amtech Systems Inc), Rights Agreement (Amtech Systems Inc), Rights Agreement (Amtech Systems Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A D Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A D Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series A D Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series A D Preferred Stock, except dividends paid ratably on the Series A D Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A D Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A D Preferred Stock; orStock or rights, warrants or options to acquire such junior stock;
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A D Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A D Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 3 contracts
Sources: Rights Agreement (Northwest Airlines Corp), Rights Agreement (Northwest Airlines Corp), Rights Agreement (Newbridge Parent Corp)
Certain Restrictions. (a) 5.1. The Corporation shall not declare any dividend on, make any distribution on, or redeem or purchase or otherwise acquire for consideration any shares of Common Stock after the first issuance of a share or fraction of a share of Series C Preferred Stock unless concurrently therewith it shall declare a dividend on the Series C Preferred Stock as required by Section 3 hereof.
5.2. Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 3 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A C Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to with the Series A C Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or;
(iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A C Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) 5.3. The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)subsection 5.2, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 3 contracts
Sources: Rights Agreement (Innodata Inc), Rights Agreement (Innodata Inc), Rights Agreement (Innodata Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Junior Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except dividends paid ratably on the Series A Junior Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Junior Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Junior Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 3 contracts
Sources: Rights Agreement (Arena Pharmaceuticals Inc), Rights Agreement (Touch America Holdings Inc), Credit Agreement (Inamed Corp)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or and winding up) to the Series A Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 3 contracts
Sources: Rights Agreement (Surmodics Inc), Rights Agreement (Health Risk Management Inc /Mn/), Rights Agreement (Northwest Teleproductions Inc)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A J Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A J Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A J Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A J Preferred Stock, except dividends paid ratably on the Series A J Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A J Preferred Stock; provided , provided, that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A J Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A J Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A J Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 3 contracts
Sources: Securities Purchase Agreement, Rights Agreement (AiAdvertising, Inc.), Securities Purchase Agreement (AiAdvertising, Inc.)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A C Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A C Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A C Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A C Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 3 contracts
Sources: Rights Agreement (Stratus Properties Inc), Rights Agreement (Stratus Properties Inc), Rights Agreement (Stratus Properties Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Junior Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except dividends paid ratably on the Series A Junior Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Junior Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Junior Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 3 contracts
Sources: Rights Agreement (Jason Industries, Inc.), Rights Agreement (Jason Industries, Inc.), Rights Agreement (First Bank System Inc)
Certain Restrictions. (a1) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 (B) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; orStock or rights, warrants or options to acquire such junior stock;
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b2) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a(1) of this Section (D), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 3 contracts
Sources: Rights Agreement (Curtiss Wright Corp), Rights Agreement (Curtiss Wright Corp), Rights Agreement (Curtiss Wright Corp)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 Dividends are in arrearsarrears or the Corporation shall be in default of payment thereof, thereafter and until all accrued and unpaid dividends and distributionsDividends, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid or set irrevocably aside for payment in full, and in addition to any and all other rights which any holder of shares of Series A Preferred Stock may have in such circumstances, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration, any shares of capital stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on, on or make any other distributions on, on any shares of capital stock ranking on a parity as to dividends with the Series A Preferred Stock, unless dividends are paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled if the full dividends accrued thereon were to be paid;
(iii) except as permitted by subparagraph (iv) of this Section 4(a), redeem or purchase or otherwise acquire for consideration shares of any capital stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior parity stock in exchange for shares of any capital stock of the Corporation ranking junior (both as to dividends and upon dissolutionliquidation, liquidation dissolution or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of capital stock ranking on a parity with the Series A Preferred Stock (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock), except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary Subsidiary (as hereinafter defined) of the Corporation to purchase or otherwise acquire for value consideration any shares of capital stock of the Corporation unless the Corporation could, under paragraph Section 4(a), purchase or otherwise acquire such shares at such time and in such manner. A “Subsidiary” of the Corporation shall mean any corporation or other entity of which securities or other ownership interests having ordinary voting power sufficient to elect a majority of the board of directors of such corporation or other entity or other persons performing similar functions are beneficially owned, directly or indirectly, by the Corporation or by any corporation or other entity that is otherwise controlled by the Corporation.
(c) The Corporation shall not issue any shares of Series A Preferred Stock except upon exercise of Rights issued pursuant to that certain Rights Agreement dated as of January 29, 2015, by and between the Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent, as it may be amended from time to time, a copy of which is (i) on file with the Secretary of the Corporation at its principal executive office and shall be made available to stockholders of record without charge upon written request therefor addressed to said Secretary and (ii) available from the Securities and Exchange Commission at w▇▇.▇▇▇.▇▇▇, or upon the exchange of Rights in accordance with the Rights Agreement. Notwithstanding the foregoing sentence, nothing contained in the provisions of this Certificate of Designations shall prohibit or restrict the Corporation from issuing for any purpose any series of preferred shares with rights and privileges similar to, different from, or greater than, those of the Series A Preferred Stock.
Appears in 3 contracts
Sources: Rights Agreement (FXCM Inc.), Rights Agreement (FXCM Inc.), Rights Agreement (FXCM Inc.)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A F Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A F Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A F Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A F Preferred Stock, except dividends paid ratably on the Series A F Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration (except as provided in (iv) below) shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A F Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A F Preferred Stock; or;
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A F Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A F Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 3 contracts
Sources: Rights Agreement (Crown Laboratories Inc /De/), Rights Agreement (Crown Laboratories Inc /De/), Rights Agreement (Crown Laboratories Inc /De/)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 3 contracts
Sources: Rights Agreement (Conrad Industries Inc), Rights Agreement (Horizon Offshore Inc), Rights Agreement (Bnccorp Inc)
Certain Restrictions. (ai) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock Shares as provided in Section paragraph 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on Series B Preferred Shares outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not:
(ia) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred StockShares;
(iib) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred StockShares, except dividends paid ratably on the Series A B Preferred Stock Shares and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iiic) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; Shares, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (both as to dividends and upon dissolutionliquidation, liquidation dissolution or winding up) to the Series A B Preferred StockShares; or
(ivd) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A B Preferred StockShares, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred StockShares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bii) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under subparagraph (i) of this paragraph 4(a)4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Share Rights Agreement (Secure Computing Corp), Share Rights Agreement (Secure Computing Corp)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Junior Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Junior Preferred Stock, except dividends paid ratably on the Series A B Junior Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or and winding up) to the Series A B Junior Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A B Junior Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Medimmune Inc /De), Rights Agreement (Medimmune Inc /De)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, on any shares of or stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, Stock except dividends paid ratably on the Series A Preferred Stock Stock, and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) to with the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Owens Corning), Rights Agreement (Owens Corning)
Certain Restrictions. (a) a. Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) i. declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) . declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, . redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior on a parity (either as to dividends or upon liquidation, dissolution or winding up) to with the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, . purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Cavalier Homes Inc), Rights Agreement (Cavalier Homes Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not:all
(i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock;
(ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A C Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A C Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Republic Group Inc), Rights Agreement (Republic Group Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A F Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A F Junior Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A F Junior Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A F Junior Preferred Stock, except dividends paid ratably on the Series A F Junior Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A F Junior Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A F Junior Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A F Junior Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A F Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Cambrex Corp), Rights Agreement (Cambrex Corp)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A D Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A D Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A D Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A D Preferred Stock, except dividends paid ratably on the Series A D Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; orD
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A D Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A D Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Service Corporation International), Rights Agreement (Service Corporation International)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series Series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Aep Industries Inc), Rights Agreement (Aep Industries Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A C Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A C Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A C Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Section 382 Rights Agreement (CNO Financial Group, Inc.), Rights Agreement (Virtus Investment Partners, Inc.)
Certain Restrictions. (a1) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b2) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(1) of this Section D, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Symbol Technologies Inc), Rights Agreement (Symbol Technologies Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(aSection 4(A), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Shareholder Protection Rights Agreement (Krispy Kreme Doughnuts Inc), Rights Agreement (Innotrac Corp)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A E Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A E Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A E Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A E Preferred Stock, except dividends paid ratably on the Series A E Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A E Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and or upon dissolution, liquidation or and winding up) to the Series A E Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A E Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A E Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Lasersight Inc /De), Rights Agreement (Lasersight Inc /De)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock Share as provided in Section 2 are in --------- arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock Share outstanding shall have been paid in full, the Corporation Trust shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred StockShare;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShare, except dividends paid ratably on the Series A Preferred Stock Share and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; Share, provided that the Corporation Trust may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Trust ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred StockShare; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred StockShare, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShare, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsTrust Managers) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsTrust Managers, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation Trust shall not permit any subsidiary of the Corporation Trust to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Trust unless the Corporation Trust could, under paragraph 4(a)(a) of this Section 4, purchase or --------- otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Columbus Realty Trust), Rights Agreement (Columbus Realty Trust)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A D Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A D Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A D Preferred Stock;
(ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A D Preferred Stock, except dividends paid ratably on the Series A D Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A D Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A D Preferred Stock; or;
(iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A D Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A D Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)subparagraph (a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Centex Corp), Rights Agreement (Centex Corp)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of the Series A C Preferred Stock shall outstanding have been paid in full, the Corporation shall Company will not:
(i) declare Declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the shares of Series A Preferred StockC Preferred;
(ii) declare Declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the shares of Series A Preferred StockC Preferred, except dividends paid ratably on the shares of Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeemRedeem, purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the shares of Series A Preferred StockC Preferred; provided provided, however, that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the shares of Series A Preferred StockC Preferred; or
(iv) redeemRedeem, purchase or otherwise acquire for value consideration any shares of the Series A Preferred StockC Preferred, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the shares of Series A Preferred StockC Preferred, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall may determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall Company will not permit any majority-owned subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(a) of this Article IV, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Star Equity Holdings, Inc.), Rights Agreement (Star Equity Holdings, Inc.)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A One Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A One Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series A One Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series A One Preferred Stock, except dividends paid ratably on the Series A One Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A One Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A One Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A One Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A One Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Basic Energy Services Inc), Rights Agreement (Aronex Pharmaceuticals Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably 41 42 on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (both as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, ; except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Malan Realty Investors Inc), Rights Agreement (Malan Realty Investors Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution dissolution, or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase purchase, or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation liquidation, or winding up) to the Series A Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsDirector) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Ophthalmic Imaging Systems Inc), Rights Agreement (Ophthalmic Imaging Systems Inc)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock Units as provided in Section 2 herein are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock Units outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock;
(ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except dividends paid ratably on the Series A Preferred Stock Units and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such Units and all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire consideration shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock; provided, however, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Preferred Stock; or
(iv) purchase or otherwise acquire for consideration any Units, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock Units, upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any Units or shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section, purchase or otherwise acquire such Units or shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Jp Realty Inc), Rights Agreement (Jp Realty Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;; or
(iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and Stock, or to all such other holders and the holders of any such shares ranking on a parity stock therewith, upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative power, preferences and rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of capital stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Reliant Resources Inc), Rights Agreement (Reliant Resources Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;; or
(iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and Stock, or to all such other holders and the holders of any such shares ranking on a parity stock therewith, upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative powers, preferences and rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of capital stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Centerpoint Energy Inc), Rights Agreement (Centerpoint Energy Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Junior Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Preferred Stock;
; (ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Junior Preferred Stock, except dividends paid ratably on the Series A B Junior Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
; (iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Junior Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or and winding up) to the Series A B Junior Preferred Stock; or
or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A B Junior Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Medimmune Inc /De), Rights Agreement (Medimmune Inc /De)
Certain Restrictions. (a1) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 (B) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A B Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A B Preferred Stock; orStock or rights, warrants or options to acquire such junior stock;
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b2) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a(1) of this Section (D), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Curtiss Wright Corp), Rights Agreement (Curtiss Wright Corp)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A B Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A B Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Section 382 Rights Agreement (CNO Financial Group, Inc.), Rights Agreement (Alpharma Inc)
Certain Restrictions. (ai) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 B in this resolution are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(ia) declare or pay pay, or set apart for payment, dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(iib) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total aggregate amounts of the deficiencies in payments due to which the holders respective series and classes of all such shares are then entitledparity stock;
(iiic) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bii) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(i) of this Section D, purchase or otherwise acquire such shares at such time and in such manner.,
Appears in 2 contracts
Sources: Rights Agreement (Modine Manufacturing Co), Rights Agreement (Modine Manufacturing Co)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A One Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A One Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A One Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A One Preferred Stock, except dividends paid ratably on the Series A One Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A One Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A One Preferred Stock; or.
(iv) redeemexcept as permitted by subclause (v) of this Section 4(A), redeem or purchase or otherwise acquire for value any consideration shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A One Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series One Preferred Stock; or
(v) purchase or otherwise acquire for consideration any shares of Series One Preferred Stock, or any shares of stock ranking on a parity with the Series One Preferred Stock (either as to dividends or upon liquidation, dissolution or winding up), except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, Directors after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Nabi /De/), Rights Agreement (Carey International Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section Paragraph 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking ranging junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
or (iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Paragraph 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Sierra Tahoe Bancorp), Rights Agreement (Sierra Tahoe Bancorp)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided , provided, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up; or rights, warrants or options to acquire such junior stock) to the Series A Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Tronox Inc), Rights Agreement (Tronox Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or and winding up) to the Series A Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Delphi Information Systems Inc /De/), Rights Agreement (Harvard Industries Inc)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of the Series A Preferred Stock shall outstanding have been paid in full, the Corporation shall Company will not:
(i) declare Declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the shares of Series A Preferred StockPreferred;
(ii) declare Declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the shares of Series A Preferred StockPreferred, except dividends paid ratably on the shares of Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeemRedeem, purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the shares of Series A Preferred StockPreferred; provided provided, however, that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the shares of Series A Preferred StockPreferred; or
(iv) redeemRedeem, purchase or otherwise acquire for value consideration any shares of the Series A Preferred StockPreferred, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the shares of Series A Preferred StockPreferred, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall may determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall Company will not permit any majority-owned subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(a) of this Article IV, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (P10, Inc.), Rights Agreement (P10, Inc.)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Junior Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding upwinding‑up) to the Series A B Junior Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding upwinding‑up) with the Series A B Junior Preferred Stock, except dividends paid ratably on the Series A B Junior Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;; or
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding upwinding‑up) to the Series A B Junior Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding upwinding‑up) to the Series A B Junior Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Six Flags Entertainment Corp), Rights Agreement (Six Flags Entertainment Corp)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire consideration shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) purchase or otherwise acquire for consideration any shares of Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)Paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (CPEX Pharmaceuticals, Inc.), Rights Agreement (CPEX Pharmaceuticals, Inc.)
Certain Restrictions. (ai) Whenever quarterly dividends or other dividends or distributions payable on the Series Class A Preferred Stock as provided in Section 2 subparagraph (ii) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series Class A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i1) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series Class A Preferred Stock;
(ii2) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series Class A Preferred Stock, Stock except dividends paid ratably on the Series Class A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii3) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire consideration shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series Class A Preferred Stock provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior to or on a parity with (both as to dividends or upon dissolution, liquidation or winding up) the Class A Preferred Stock, ; or
(4) purchase or otherwise acquire for consideration any shares of Class A Preferred Stock or any shares of stock ranking on a parity with the Class A Preferred Stock except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bii) The Corporation shall not permit any subsidiary corporation of which an amount of voting securities sufficient to elect at least a majority of the directors of such corporation is beneficially owned, directly or indirectly, by the Corporation or otherwise controlled by the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a(i) of this subparagraph (d), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (State Financial Services Corp), Rights Agreement (State Financial Services Corp)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A E Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A E Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A E Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A E Preferred Stock, except dividends paid ratably on the Series A E Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A E Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A E Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A E Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A E Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Section 382 Rights Agreement (CNO Financial Group, Inc.), Rights Agreement (Sba Communications Corp)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Scientific Games Holdings Corp), Rights Agreement (Mascotech Inc)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided PROVIDED that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Thomas & Betts Corp), Rights Agreement (Thomas & Betts Corp)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section Paragraph 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair fail and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Paragraph 4, purchase or otherwise acquire such shares at such time and in such mannermanner except in connection with funding of any employee benefit plan of the Corporation or any such subsidiary.
Appears in 2 contracts
Sources: Rights Agreement (Bank of Marin Bancorp), Rights Agreement (Bank of Marin Bancorp)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 B.2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A B Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series A B Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A B Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section B.4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Pe Corp), Rights Agreement (Pe Corp)
Certain Restrictions. (a) Whenever quarterly dividends In addition to any other vote of the Holders required by law or other dividends by the Certificate of Incorporation, without the prior consent of the Required Holders of the applicable series of Preferred Stock, given in person or distributions payable on by proxy, either in writing or at a special meeting called for that purpose, at which meeting the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding holders of the shares of Series A such Preferred Stock shall have been paid in fullvote together as a class, the Corporation shall will not:
(i) declare (x) authorize, create, designate, establish or pay dividends onissue (whether by merger or otherwise) (A) an increased number of shares of such series of Preferred Stock, or make (B) any other distributions on, any shares class or series of capital stock ranking junior (either senior to or on parity with such series of Preferred Stock as to dividends or upon liquidation, dissolution liquidation or winding up(y) reclassify any shares of Common Stock into shares having any preference or priority as to the Series A dividends or upon liquidation superior to or on parity with any such preference or priority of such series of Preferred Stock;
(ii) declare amend, restate, alter or pay dividends onrepeal any of the rights, powers or make any other distributions on, any shares preferences of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A such series of Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeemamend, purchase restate, alter or otherwise acquire for value any repeal the Certificate of Incorporation in a manner which would adversely affect a Holder’s ability to, as applicable, (A) transfer its shares of stock ranking junior such series of Preferred Stock or Common Stock to any person, (either as to dividends or upon liquidation, dissolution or winding upB) to the convert its shares of Series A Preferred Stock into Common Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire (C) convert its shares of any such junior stock in exchange for Series B Preferred Stock into shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value agree to do any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classesforegoing.
(b) The Corporation shall not will not, directly or indirectly, declare or pay any dividend or distribution on, or directly or indirectly purchase, redeem, repurchase or otherwise acquire or permit any subsidiary of the Corporation to purchase redeem, repurchase or otherwise acquire for value acquire, any shares of stock Junior Securities, other than any Participating Dividends actually paid upon all outstanding Preferred Stock, without the consent of the Corporation unless holders of at least a majority of the Corporation could, under paragraph 4(a), purchase then-outstanding Series A Preferred Stock to the making of such dividend or otherwise acquire such shares at such time and in such mannerdistribution.
Appears in 2 contracts
Sources: Investment Agreement, Investment Agreement (Superior Industries International Inc)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A E Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A E Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A E Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A E Preferred Stock, except dividends paid ratably on the Series A E Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A E Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding winding-up) to the Series A E Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A E Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A E Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A E Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Shareholder Rights Plan (Sterling Financial Corp /Wa/), Shareholder Rights Plan (Sterling Financial Corp /Wa/)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A 1 Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A 1 Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A 1 Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A 1 Preferred Stock, except dividends paid ratably on the Series A 1 Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration (except as provided in (iv) below) shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A 1 Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A 1 Preferred Stock; or;
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A 1 Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A 1 Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Waterlink Inc), Rights Agreement (Waterlink Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A A-1 Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A A-1 Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A A-1 Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A A-1 Preferred Stock, except dividends paid ratably on the Series A A-1 Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A A-1 Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A A-1 Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A A-1 Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A A-1 Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Benihana Inc), Rights Agreement (America Online Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Junior Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except dividends paid ratably on the Series A Junior Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Junior Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Junior Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Adc Telecommunications Inc), Rights Agreement (Adc Telecommunications Inc)
Certain Restrictions. (ai) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock Shares as provided in Section paragraph 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock Shares outstanding shall have been paid in full, the Corporation shall not:
(ia) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred StockShares;
(iib) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShares, except dividends paid ratably on the Series A Preferred Stock Shares and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iiic) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; Shares, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Shares; or
(d) redeem or purchase or otherwise acquire for consideration any Series A Preferred Shares, or any shares of stock ranking on a parity with the Series A Preferred StockShares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bii) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under subparagraph (i) of this paragraph 4(a)4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Entegris Inc), Share Rights Agreement (International Multifoods Corp)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the shares of Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided provided, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph Section 4(a), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (I2 Technologies Inc), Rights Agreement (I2 Technologies Inc)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A C Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; , provided that that, the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A C Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A C Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Advaxis, Inc.), Rights Agreement (Biospecifics Technologies Corp)
Certain Restrictions. (a1) Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 (B) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A C Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A C Preferred Stock; orStock or rights, warrants or options to acquire such junior stock;
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A C Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b2) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a(1) of this Section (D), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Aramark Worldwide Corp), Rights Agreement (Aramark Worldwide Corp)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A H Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A H Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred StockH Preferred;
(ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockH Preferred, except dividends paid ratably on the Series A H Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire consideration shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A H Preferred, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series H Preferred Stock; or
(iv) purchase or otherwise acquire for consideration any shares of Series H Preferred, or any shares of stock ranking on a parity with the Series H Preferred, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Barnes & Noble Inc), Rights Agreement (Barnes & Noble Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A C Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series A C Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A C Preferred Stock; orStock or rights, warrants or options to acquire such junior stock;
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A C Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Neiman Marcus Group Inc), Rights Agreement (Neiman Marcus Group Inc)
Certain Restrictions. (aA) Whenever any quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock Shares as provided in Section 2 are in arrears, then, thereafter and until all accrued and unpaid dividends and distributions, whether or not declareddeclred, on outstanding shares of Series A Preferred Stock Shares outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred StockShares, other than dividends paid or payable in such junior shares;
(ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShares, except dividends paid ratably on the Series A Preferred Stock Shares and all such other parity stock shares on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of provided that the Corporation to purchase or otherwise acquire for value may at any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)time redeem, purchase or otherwise acquire any such parity shares at such time and in such manner.exchange for shares of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Shares; or
Appears in 2 contracts
Sources: Rights Agreement (Omega Worldwide Inc), Rights Agreement (Omega Worldwide Inc)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A 6 Serial Preferred Stock as provided in Section 2 (1) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A 6 Serial Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A 6 Serial Preferred Stock;
(ii) declare or pay dividends onany dividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A 6 Serial Preferred Stock, except dividends paid ratably on the Series A 6 Serial Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A 6 Serial Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (both as to dividends and upon dissolution, liquidation or winding up) to the Series A 6 Serial Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A 6 Serial Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A 6 Serial Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Corporation, unless the Corporation could, under paragraph 4(a(a) of this Section (3), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Genesco Inc), Rights Agreement (Genesco Inc)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding updividends) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding updividends) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; orStock or rights, warrants or options to acquire such junior stock;
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.of
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Acnielsen Corp), Rights Agreement (Cognizant Corp)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock.
(iv) except as permitted by subclause (v) of this Section 4(A), redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(ivv) redeem, purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock), except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, Directors after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 2 contracts
Sources: Rights Agreement (Provant Inc), Rights Agreement (Provant Inc)
Certain Restrictions. (ai) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock Shares as provided in Section paragraph 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock Shares outstanding shall have been paid in full, the Corporation Company shall not:
(ia) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred StockShares;
(iib) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShares, except dividends paid ratably on the Series A Preferred Stock Shares and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iiic) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; Shares, provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation Company ranking junior (both as to dividends and upon dissolutionliquidation, liquidation dissolution or winding up) to the Series A Preferred StockShares; or
(ivd) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred StockShares, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bii) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under subparagraph (i) of this paragraph 4(a)4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration (except as provided in (iv) below) shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or;
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Sources: Rights Agreement (Nucor Corp)
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided , provided, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Sources: Rights Agreement (Turtle Beach Corp)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, on any shares of or stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, Stock except dividends paid ratably on the Series A Preferred Stock Stock, and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding winding-up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding winding-up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights rights, preferences and preferences limitations of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Sources: Rights Agreement (Metlife Inc)
Certain Restrictions. (aA) Whenever one or more quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not authorized or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;; or
(iii) redeemexcept pursuant to provisions of the Charter or Bylaws of the Company providing for limitations or restrictions on ownership of securities of the Company which are, expressly or by implication, included to protect the status of the Corporation as a real estate investment trust under the Internal Revenue Code, redeem or purchase or otherwise acquire for value consideration any shares of stock of the Company ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock shall have outstanding has been paid in full, the Corporation shall Company will not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or and winding up) to the Series A Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of DirectorsBoard) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of DirectorsBoard, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall will determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall Company will not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (aA) Whenever one or more quarterly dividends or other dividends or distributions payable on the Series A C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not authorized or declared, on outstanding shares of Series A C Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A C Preferred Stock, except dividends paid ratably on the Series A C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;; or
(iii) redeemexcept pursuant to provisions of the Charter or Bylaws of the Company providing for limitations or restrictions on ownership of securities of the Company which are, expressly or by implication, included to protect the status of the Corporation as a real estate investment trust under the Internal Revenue Code, redeem or purchase or otherwise acquire for value consideration any shares of stock of the Company ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A C Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A C Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire consideration shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock; provided that the Corporation may at any time redeem, except purchase or otherwise acquire shares of any such parity stock in accordance with a purchase offer made in writing exchange for shares of any stock of the Corporation ranking junior (either as to dividends or by publication (as determined by the Board of Directorsupon liquidation, dissolution or winding up) to all holders of the Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.Stock; or
(biv) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock of ranking on a parity with the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.Series A
Appears in 1 contract
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A Junior Preferred Stock as provided in Section 2 5.31.2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Junior Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends on, or make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Preferred Stock;
(ii) declare or pay dividends on, on or make any other distributions on, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, except dividends paid ratably on the Series A Junior Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire consideration shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Preferred Stock, provided that the Company may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Junior Preferred Stock; or
(iv) purchase or otherwise acquire for consideration any shares of Junior Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(a) of this Section, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A G Class C Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A G Class C Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A G Class C Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A G Class C Preferred Stock, except dividends paid ratably on the Series A G Class C Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;; or
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A G Class C Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A G Class C Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Sources: Section 382 Rights Agreement (LSB Industries, Inc.)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred Stock; orStock or rights, warrants or options to acquire such junior stock;
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (aA) Whenever quarterly dividends or --------------------- other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, liquidation dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; , provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior Junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 hereof are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; provided , provided, that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A B Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value consideration any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a)(a) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Sources: Rights Agreement (Turtle Beach Corp)
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock Shares as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A Preferred Stock Shares outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred StockShares;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShares, except dividends paid ratably on the Series A Preferred Stock Shares and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; Shares, provided that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (either as to dividends and or upon dissolution, liquidation or winding up) to the Series A Preferred StockShares; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred StockShares, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred StockShares, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and Series A classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)(A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (a) Whenever quarterly dividends or other dividends or distributions payable on the Series A B Preferred Stock as provided in Section 2 36 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series A B Preferred Stock shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock;
(ii) declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except dividends paid ratably on the Series A B Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A B Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A B Preferred Stock; or
(iv) redeem, purchase or otherwise acquire for value any shares of Series A B Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A B Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A B Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a38(a), purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Certain Restrictions. (aA) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not earned or declared, on outstanding shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation Company shall not:
(i) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends ondividends, or make any other distributions ondistributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(iii) redeem, redeem or purchase or otherwise acquire for value any consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; provided PROVIDED, that the Corporation Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series A Preferred StockStock or rights, warrants or options to acquire such junior stock; or
(iv) redeem, redeem or purchase or otherwise acquire for value consideration any shares of Series A Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series A Preferred Stock and all such other parity stock shares upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(bB) The Corporation Company shall not permit any subsidiary of the Corporation Company to purchase or otherwise acquire for value consideration any shares of stock of the Corporation Company unless the Corporation Company could, under paragraph 4(a)subsection (iv) above, purchase or otherwise acquire such shares at such time and in such manner.
Appears in 1 contract
Sources: Rights Agreement (Par Pharmaceutical Companies, Inc.)