Determination of dividend Sample Clauses

Determination of dividend. The Board may determine that a dividend (including an interim dividend on account of the next forthcoming dividend) is payable and fix the amount, time for payment and method of payment. The methods of payment may include the payment of cash, the issue of Shares, the grant of options and the transfer of assets.
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Determination of dividend. (a) Prior to the Closing Date, APBI shall prepare and deliver to HIH a certificate of APBI's Chief Financial Officer (the "Estimate Certificate") -------------------- setting forth the amount of the dividend to be paid pursuant to Subsection (b) hereof, which certificate shall contain the following information: (i) as of the close of business on the day preceding the date of such Estimate Certificate, copies of bank statements for all UK Subsidiary Bank Accounts (other than the account maintained by Life Sciences Research (Japan) Inc.), and (ii) a detailed estimate of all cash and cash equivalent transactions that are expected to affect the UK Subsidiary Bank Accounts (other than the account maintained by Life Sciences (Japan) Inc.) either as charges, debits or credits, and (iii) resulting from the netting of clauses (i) and (ii) above, an estimate of the amount of the book cash balance at the close of business on the day preceding the Closing Date, and (b) Prior to the Closing Date, APBI shall cause the UK Subsidiary to declare and pay a cash dividend to APBI in an amount equal to the amount calculated in 6.21(a)(iii) above (adjusted to reflect any unforseen changes in available cash since the date of the Estimate Certificate) less the sterling equivalent of $100,000. The sterling equivalent is to be $100,000 converted to sterling using the Barclays Bank plc exchange rate for buying US dollars at noon London, England time of the day preceding the Closing Date. (c) Prior to January 7, 1996, HIH shall procure that there is supplied to APBI a draft of the Company's form CT61 for the period ended December 31, 1995 which shall include a return of any dividend paid in accordance with Section 6.21(b) of this Agreement. Subject to taking account of APBI's comments in relation thereto, HIH shall procure that such form is submitted to the Inland Revenue on or before January 14, 1996. The provisions of clause 4 of the UK Subsidiary Tax Deed shall apply in relation to the advance corporation tax payable in connection with such dividend.
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Related to Determination of dividend

  • Determination of Amount In lieu of the payment of the Exercise Price multiplied by the number of Units for which this Purchase Option is exercisable (and in lieu of being entitled to receive Common Stock and Warrants) in the manner required by Section 2.1, the Holder shall have the right (but not the obligation) to convert any exercisable but unexercised portion of this Purchase Option into Units ("Conversion Right") as follows: upon exercise of the Conversion Right, the Company shall deliver to the Holder (without payment by the Holder of any of the Exercise Price in cash) that number of shares of Common Stock and Warrants comprising that number of Units equal to the quotient obtained by dividing (x) the "Value" (as defined below) of the portion of the Purchase Option being converted by (y) the Current Market Value (as defined below). The "Value" of the portion of the Purchase Option being converted shall equal the remainder derived from subtracting (a) (i) the Exercise Price multiplied by (ii) the number of Units underlying the portion of this Purchase Option being converted from (b) the Current Market Value of a Unit multiplied by the number of Units underlying the portion of the Purchase Option being converted. As used herein, the term "Current Market Value" per Unit at any date means the remainder derived from subtracting (x) the exercise price of the Warrants multiplied by the number of shares of Common Stock issuable upon exercise of the Warrants underlying one Unit from (y) the Current Market Price of the Common Stock multiplied by the number of shares of Common Stock underlying the Warrants and the Common Stock issuable upon exercise of one Unit. The "Current Market Price" of a share of Common Stock shall mean (i) if the Common Stock is listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), the last sale price of the Common Stock in the principal trading market for the Common Stock as reported by the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock is not listed on a national securities exchange or quoted on the Nasdaq National Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange), but is traded in the residual over-the-counter market, the closing bid price for the Common Stock on the last trading day preceding the date in question for which such quotations are reported by the Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair market value of the Common Stock cannot be determined pursuant to clause (i) or (ii) above, such price as the Board of Directors of the Company shall determine, in good faith.

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Coordination of Dividends After the date of this Agreement, each of Buyer and Company shall coordinate with the other the payment of dividends with respect to the Buyer Common Stock and Company Common Stock and the record dates and payment dates relating thereto, it being the intention of the parties that holders of Company Common Stock shall not receive two dividends, or fail to receive one dividend, for any single calendar quarter with respect to their shares of Company Common Stock or any share of Buyer Common Stock that any such holder receives in exchange for such shares of Company Common Stock in the Merger.

  • 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.

  • Determination of Adjustments If any questions will at any time arise with respect to the Exercise Price or any adjustment provided for in Section 4.8, such questions will be conclusively determined by the Company’s Auditors, or, if they decline to so act any other firm of certified public accountants in the United States of America that the Company may designate and who will have access to all appropriate records and such determination will be binding upon the Company and the Holders of the Warrants.