Declaration and Payment of Dividends Clause Samples

Declaration and Payment of Dividends. (a) Rampage Shopping shall not declare any dividend at any time without the Beneficiary’s prior written consent, unless and until all sums due to the Beneficiary under the Loan Agreement and each of the other Principal Agreements have been unconditionally and irrevocably paid and all Obligations under the Principal Agreements have been fully discharged. (b) The Pledgor shall not cause Rampage Shopping to issue any other equity without the Beneficiary’s prior written consent, unless and until all sums due to the Beneficiary under the Loan Agreement and each of the other Principal Agreements have been unconditionally and irrevocably paid and all Obligations under the Principal Agreements have been fully discharged.
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Declaration and Payment of Dividends. The parties hereto agree to cause the Board of Directors to declare on a quarterly basis, subject to their fiduciary duties and the provisions of the General Corporation Law of the State of Delaware (the "GCL"), and Holdings to pay on a quarterly basis, subject to the provisions of the GCL, dividends on the Preferred Stock in accordance with Holdings' Certificate of Incorporation.
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Declaration and Payment of Dividends. At the request of Pledgee, Borrower agrees to cause each of its Subsidiaries that is a party to any Contract to declare and pay dividends with respect to its capital stock in the maximum amount then legally payable under applicable law to the full extent of payments received by such Subsidiaries in respect of the "Transferor's Interest" under each Contract, and to direct that each such Subsidiary pay such dividends directly to Pledgee. Borrower further agrees that a breach of any of the covenants contained in this Section 5(k) will cause irreparable injury to Pledgee and Secured Parties, and that Pledgee and Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 5
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Declaration and Payment of Dividends. The Board of Trustees of the Company has authorized, and the Company has declared, a dividend, payable to the holders of record of Series B Preferred Shares as of the Effective Date, in an amount equal to all accrued and unpaid dividends on the Series B Preferred Shares through and including the IPO Closing Date of either a Qualified IPO or a Tier II IPO, including, without limitation, all accrued but unpaid dividends which have been added to the Series B Accrued Amount (as defined in the New Declaration of Trust) and any accrued but unpaid dividends on the Series B Preferred Shares through the Company’s 2017 fiscal year and through each fiscal quarter ended prior to the IPO Closing Date, in each case, pursuant to Section 6.4(d)(ii) of the New Declaration of Trust but calculated as of the applicable IPO Closing Date even if prior to February 1, 2018. Such dividend shall be contingent on a Qualified IPO Closing or a Tier II IPO Closing and payable on the IPO Closing Date of such Qualified IPO or a Tier II IPO. The foregoing dividend may not be revoked without the consent of the holders of the Series B Preferred Shares.
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Declaration and Payment of Dividends. (a) Subject to compliance with applicable Law and the organizational documents of the Target Group Companies, the Parties shall cause the Target Group Companies to declare and distribute to Buyer, the Existing Shareholders and the KPI Stockholders their pro rata shares of the following dividends (the “Pre-Closing Dividends”) prior to Closing: (i) cash in an aggregate amount across all Target Group Companies equal to the Excluded Dividend Amount; and (ii) 100% of the aggregate profit after current income tax amount of such Target Group Company in respect of the three months ending March 31, 2020, subject to compliance with applicable Law and the organizational documents of the Target Group Companies (excluding any deferred tax expenses and deferred tax income, and provided that the distribution contemplated by this Section 5.1 shall be made prior to April 30, 2020). (b) Pre-Closing Dividends declared and distributed in accordance with this Section 5.1 shall be subject to withholding in accordance with Section 2.8, and any Pre-Closing Dividends distributed in respect of KPI Restricted Shares shall be processed through the payroll system of the applicable Target Group Company. (c) If and to the extent any of the Target Group Companies do not have enough cash to make the distributions contemplated in this Section 5.1, the Parties shall cause the Target Group Companies to enter into financing arrangements so as to allow such Target Group Companies to make such distributions in accordance with this Section 5.1. For the avoidance of doubt, neither the Pre-Closing Dividends nor any financing arrangement to fund the distribution thereof shall adjust the Aggregate Purchase Price.
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Declaration and Payment of Dividends. (a) Prior to the Closing, Lance shall declare a cash dividend (the “Dividend”) in the amount of $3.75 per share of Lance Shares issued and outstanding on the Record Date; provided, that payment of the Dividend shall be contingent on the consummation of the Transactions. (b) So long as the Closing occurs after November 15, 2010, the holders of Snyder’s Shares shall be eligible to received the Snyder’s Third Quarter Dividend but shall not be eligible to receive Lance’s fourth quarter dividend for which the dividend date is November 15, 2010. If the Closing shall occur prior to November 15, 2010, the holders of Snyder’s Shares shall not be eligible to receive the Snyder’s Third Quarter Dividend but, so long as they hold Lance Shares as of November 15, 2010, shall be eligible to receive the aforementioned Lance fourth quarter dividend.
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Declaration and Payment of Dividends. The holders of Series A Shares shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors, preferential cumulative cash dividends at the rate per Series A Share (a) during the period from the Initial Issue Date to the third anniversary of the Initial Issue Date (the "Initial Dividend Period") at a rate per annum equal to the greater of (i) $0.7275 and (ii) the amount that would have been paid during such period if such Series A Share had been converted into Common Shares at the Conversion Rate immediately prior to the start of such period, and (b) thereafter (the "Subsequent Dividend Period") at a rate per annum equal to the greater of (iii) $1.455 and (iv) the amount that would have been paid during such period if such Series A Share had been converted into Common Shares at the Conversion Rate immediately prior to the start of such period. To the extent that non-cash dividends have been paid on the Common Shares during a period, the amount payable under (ii) and (iv) above shall include the cash equivalent value of such non-cash dividends determined as of the date payment was made to the holders of Common Shares. Such dividends shall accrue from and including the date of issue of such shares and, subject as hereinafter provided, shall be payable semi-annually on the o day of each of o and o in each year (each of which dates is hereinafter referred to as a "dividend payment date"). The first dividend payment date shall be ___, 2000.
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Declaration and Payment of Dividends. (a) ML Information Technology shall not declare any dividend at any time without the Beneficiary’s prior written consent, unless and until all sums due to the Beneficiary under the Loan Agreement and each of the other Principal Agreements have been unconditionally and irrevocably paid and all Obligations under the Principal Agreements have been fully discharged. (b) The Pledgor shall not cause ML Information Technology to issue any other equity without the Beneficiary’s prior written consent, unless and until all sums due to the Beneficiary under the Loan Agreement and each of the other Principal Agreements have been unconditionally and irrevocably paid and all Obligations under the Principal Agreements have been fully discharged.
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Declaration and Payment of Dividends. The directors may from time to time by resolution declare and the Corporation may pay dividends on its issued shares, subject to the provisions (if any) of the Corporation’s articles. The directors shall not declare and the Corporation shall not pay a dividend if there are reasonable grounds for believing that: (a) the Corporation is, or would after the payment be, unable to pay its liabilities as they become due; or (b) the realizable value of the Corporation’s assets would thereby be less than the aggregate of its liabilities and stated capital of all classes. The Corporation may pay a dividend by issuing fully paid shares of the Corporation and, subject to section 42 of the Act, the Corporation may pay a dividend in money or property.
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Related to Declaration and Payment of Dividends

  • Declaration of Dividends Upon receipt of a written notice from an officer of the Fund declaring the payment of a dividend, the Transfer Agent shall disburse such dividend payments provided that in advance of such payment, the Fund furnishes the Transfer Agent with sufficient funds. The payment of such funds to the Transfer Agent for the purpose of being available for the payment of dividend checks from time to time is not intended by the Fund to confer any rights in such funds on the Fund’s Shareholders whether in trust or in contract or otherwise.

  • 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.

  • Consideration and Payment The purchase price for the sale of the Purchased Assets sold to the Purchaser on the Closing Date shall equal the estimated fair market value of the Purchased Assets. Such purchase price shall be paid in cash to Santander Consumer in an amount agreed to between Santander Consumer and the Purchaser, and, to the extent not paid in cash by the Purchaser, shall be paid by a capital contribution by Santander Consumer of an undivided interest in such Purchased Assets that increases its equity interest in the Purchaser in an amount equal to the excess of the estimated fair market value of the Purchased Assets over the amount of cash paid by the Purchaser to Santander Consumer.

  • Collection and Payment The Trustees shall have power to collect all property due to the Trust; to pay all claims, including taxes, against the Trust Property or the Trust, the Trustees or any officer, employee or agent of the Trust; to prosecute, defend, compromise or abandon any claims relating to the Trust Property or the Trust, or the Trustees or any officer, employee or agent of the Trust; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments. Except to the extent required for a corporation formed under the Delaware General Corporation Law, the Shareholders shall have no power to vote as to whether or not a court action, legal proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or the Shareholders.

  • 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.