Common use of Dividend Adjustment Clause in Contracts

Dividend Adjustment. (i) In the event that after the date hereof and prior to the Company Merger Effective Time the Company shall declare, set aside or make or pay any cash dividends or distributions in respect of any shares of Company Common Stock in excess of the Company Permitted Dividend (whether to maintain its qualification as a REIT under the Code or otherwise), the Cash Consideration shall be reduced by the per share amount of such dividend or distribution. (ii) In the event that after the date hereof and prior to the Company Merger Effective Time Parent shall declare, set aside or make or pay any cash dividends or distributions in respect of any shares of Parent Common Stock in excess of the Parent Permitted Common Dividend (whether to maintain its qualification as a REIT under the Code or otherwise), the Cash Consideration shall be increased by the amount of such dividend or distribution per share of Parent Common Stock multiplied by the Exchange Ratio.

Appears in 2 contracts

Sources: Merger Agreement (Griffin-American Healthcare REIT II, Inc.), Merger Agreement (Northstar Realty Finance Corp.)