Common use of Dividend Adjustment Clause in Contracts

Dividend Adjustment. (a) Except in the circumstances described in the next paragraph, prior to the Effective Date the Company and Parent may, in lieu of their respective regular quarterly dividends covering the period described in the next sentence, each declare a special dividend on Company Common Stock and Parent Common Stock, respectively, to holders of record of such shares as of the record date established therefor (which record date shall be prior to the Effective Date) with a payment date which is the same as the Effective Date. Such special dividend may be in an amount per share not greater than the product of (A) a fraction, (i) the numerator of which equals the number of days between the payment date with respect to the most recent regular common stock dividend paid by the Company or Parent, as the case may be, and the Effective Date and (ii) the denominator of which equals 91, and (B) the amount of the regular quarterly cash dividend per share of Company Common Stock or Parent Common Stock most recently paid by the Company or Parent, as the case may be, prior to the Effective Date. (b) If the Effective Date occurs after a regularly scheduled record date for dividends on the Parent Common Stock and before the regularly scheduled record date for dividends on Company Common Stock that next succeeds such Parent record date, then the Company may declare a special dividend on the Company Common Stock to holders of record of such shares as of the record date established therefor (which record date shall be prior to the Effective Date) with a payment date which is the same as the payment date for dividends on the Parent Common Stock to which such Parent record date relates. Such special dividend may be in an amount per share not greater than the product of (A) a fraction, (i) the numerator of which equals the number of days between the payment date with respect to the most recent regular common stock dividend paid by the Company and such payment date for the Parent Common Stock and (ii) the denominator of which equals 91, and (B) the amount of the regular quarterly cash dividend per share of Company Common Stock most recently paid by the Company prior to the Effective Date. (c) This section shall be interpreted and, in circumstances where necessary, appropriately modified so as to give effect to its intent, namely, that dividends on the Company Common Stock and Parent Common Stock shall be paid in such a manner as to result in the periods covered by such dividends, giving effect to the Merger and anticipated dividend payment dates thereafter, being synchronous.

Dividend Adjustment. (a) Except in the circumstances described in the next paragraph, prior to the Effective Date the Company and Parent may, in lieu of their respective re- spective regular quarterly dividends covering the period described de- scribed in the next sentence, each declare a special dividend on Company Common Stock and Parent Common Stock, respectively, to holders of record of such shares as of the record date established es- tablished therefor (which record date shall be prior to the Effective Date) with a payment date which is the same as the Effective Date. Such special dividend may be in an amount per share not greater than the product of (A) a fraction, (i) the numerator of which equals the number of days between the payment pay- ment date with respect to the most recent regular common stock dividend paid by the Company or Parent, as the case may be, and the Effective Date and (ii) the denominator of which equals 91, and (B) the amount of the regular quarterly cash dividend per share of Company Common Stock or Parent Common Stock most recently re- cently paid by the Company or Parent, as the case may be, prior to the Effective Date. (b) If the Effective Date occurs after a regularly scheduled record date for dividends on the Parent Common Stock and before the regularly scheduled record date for dividends on Company Common Stock that next succeeds such Parent record date, then the Company may declare a special dividend on the Company Common Stock to holders of record of such shares as of the record date established therefor (which record date shall be prior to the Effective Date) with a payment date which is the same as the payment date for dividends on the Parent Common Stock to which such Parent record date relates. Such special dividend may be in an amount per share not greater than the product of (A) a fraction, (i) the numerator of which equals the number of days between the payment date with respect to the most recent regular common stock dividend paid by the Company and such payment date for the Parent Common Stock and (ii) the denominator of which equals 91, and (B) the amount of the regular regu- lar quarterly cash dividend per share of Company Common Stock most recently paid by the Company prior to the Effective Date. (c) This section shall be interpreted and, in circumstances cir- cumstances where necessary, appropriately modified so as to give effect to its intent, namely, that dividends on the Company Com- pany Common Stock and Parent Common Stock shall be paid in such a manner as to result in the periods covered by such dividends, giving effect to the Merger and anticipated dividend payment dates thereafter, being synchronous.