2014 Dividend Clause Samples

2014 Dividend. (a) SCP shall, and SDC, Corning Hungary and, to the extent the Minority Purchase or the New SCP Subscription Transaction has occurred, Corning Buyer shall (in the case of SDC, only prior to the Closing) cause SCP to, distribute to the shareholders of SCP on record as of December 31, 2013 (i.e., in case of common shares, to SDC, Corning Hungary and, to the extent the Minority Purchase or the New SCP Subscription Transaction has occurred prior to December 31, 2013, Corning Buyer) as dividends (the “2014 Dividend”), an amount in cash (in Korean Won) equal to the 2014 Dividend Base (for the avoidance of doubt, as adjusted by the 2014 Dividend Base Adjustment, if any) and, if the New SCP Subscription Transaction has occurred prior to such record date, multiplied by the Dividend Adjustment Ratio, as declared by the board of directors of SCP and distributed no later than February 26, 2014. (b) In case not all of the proceeds from the NOA Transfers are received by SCP prior to December 31, 2013, SCP shall, and SDC, Corning Hungary and, to the extent the Minority Purchase or the New SCP Subscription Transaction has occurred, Corning Buyer shall cause (in the case of SDC, only prior to the Closing) SCP to, delay the date of declaration of the 2014 Dividend by the board of directors of SCP (the “2014 Dividend Cut-off Date”), to no later than February 25, 2014, so that the NOA Payment is reasonably minimized and the 2014 Dividend Base NOA Adjustment is reasonably maximized.
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Related to 2014 Dividend

  • Stock Dividend If the Company shall at any time declare a dividend payable in shares of Common Stock, then Holder, upon Exercise of this Warrant after the record date for the determination of holders of Common Stock entitled to receive such dividend, shall be entitled to receive upon Exercise of this Warrant, in addition to the number of shares of Common Stock as to which this Warrant is exercised, such additional shares of Common Stock as such Holder would have received had this Warrant been exercised immediately prior to such record date and the Exercise Price will be proportionately adjusted.

  • Dividend In no event shall Party B be required to pay an additional amount to Party A under Section 2(d)(i)(4) of the Agreement in respect of any amounts treated as dividends under Section 305(c) of the Code.

  • Liquidating Dividends If the Company declares or pays a dividend upon the Common Stock payable otherwise than in cash out of earnings or earned surplus (determined in accordance with generally accepted accounting principles, consistently applied) except for a stock dividend payable in shares of Common Stock (a “Liquidating Dividend”), then the Company shall pay to the Registered Holder of this Warrant at the time of payment thereof the Liquidating Dividend which would have been paid to such Registered Holder on the Warrant Stock had this Warrant been fully exercised immediately prior to the date on which a record is taken for such Liquidating Dividend, or, if no record is taken, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

  • Adjustment for Certain Dividends and Distributions In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

  • Payment of Dividends Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.