Regular Dividends Clause Samples
The Regular Dividends clause establishes the obligation for a company to distribute dividends to its shareholders on a consistent, scheduled basis. Typically, this clause outlines the frequency (such as quarterly or annually) and the method for determining the dividend amount, often based on profits or a fixed rate. By setting clear expectations for dividend payments, the clause provides shareholders with predictable income and helps prevent disputes over the timing or amount of distributions.
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Regular Dividends. 5 Commencing on the Issue Date, dividends shall accrue and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (each, a “Dividend Payment Date”) or, if any such day is not a Business Day, the preceding Business Day. Dividends payable pursuant to this Section 4, if, when and as declared by the Board of Directors or a duly authorized committee of the Board of Directors, will be, for each outstanding share of Series A-1 Preferred Stock, payable in cash [and/or in kind in additional shares of Series A-1 Preferred Stock] as follows:
(i) Dividends at an annual rate equal to the Dividend Rate multiplied by the Liquidation Preference, payable[, at the Company’s option (a) in kind in additional shares of Series A-1 Preferred Stock (each such dividend, a “PIK Dividend”), (b)] in cash [or (c) in a combination of PIK Dividends and cash].
(ii) [With respect to the payment of any PIK Dividend, the number of shares of Series A-1 Preferred Stock to be issued in payment of such PIK Dividend with respect to each outstanding share of Series A-1 Preferred Stock 5 Note to Draft: In the event that, prior to fifteenth business day prior to the Issue Date, the Company delivers to the Purchaser a written notice irrevocably agreeing to remove the PIK Dividend option from this Certificate of Designations, such that all dividends pursuant to this Section 4(b) would be payable in cash, such notice shall be deemed to elect the “Cash-Pay Option” and this form will be revised to reflect the requirement that all dividends pursuant to this Section 4(b) would be payable in cash and to make other necessary and appropriate changes in connection therewith, including (i) providing that the declaration and payment of all accrued dividends will be a condition to any Mandatory Conversion Date, (ii) removing the PIK Dividend provisions and providing that unpaid dividends will not be added to Liquidation Preference (but will still compound and accumulate), (iii) the modification of the conversion provisions such that unpaid dividends do not convert, (iv) the requirement that the Company be required to elect Mandatory Conversion by written notice and (v) dividends will continue (after the dividend termination date) to accrue on any unpaid dividends until paid. shall be determined by dividing (i) the amount of the PIK Dividend by (ii) the Liquidation Preference per share of Series A-1 Preferred Stock. To the extent that any PIK Dividend would result in...
Regular Dividends. In addition to participation in cash dividends on, or distributions to, Common Stock as set forth in Section 4(b), and subject to Section 4(d), commencing on the Issue Date, dividends on Series A-2 Preferred Stock shall accrue daily and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (each, a “Dividend Payment Date”) or, if any such day is not a Business Day, the preceding Business Day. Dividends payable pursuant to this Section 4(c), if, when and as declared by the Board of Directors, will be, for each outstanding share of Series A-2 Preferred Stock, payable, subject to Section 4(d), in cash as follows:
(i) Dividends at an amount equal to an annual rate equal to the Dividend Rate multiplied by the sum of (A) the Stated Value and (B), without duplication, the amount of Unpaid Dividends, on such share of Series A-2 Preferred Stock, payable in cash.
(ii) Dividends payable pursuant to this Section 4(c) will be computed on the basis of a 360-day year of twelve 30-day months and, for any Dividend Period greater or less than a full Dividend Period, will be computed on the basis of the actual number of days elapsed in the period divided by 90. The period from the Issue Date to and including [June 30, 2017]/[the Dividend Payment Date next succeeding the Issue Date] and each period from, but excluding, a Dividend Payment Date to, and including, the following Dividend Payment Date is herein referred to as a “Dividend Period.” Dividends payable pursuant to this Section 4(c) are cumulative. Such dividends shall begin to accrue and be cumulative from the Issue Date, shall compound at the relevant rate on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on another dividend unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date, in which case dividends will accrue on such Unpaid Dividends) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date.
(iii) If the Conversion Date with respect to any share of Series A-2 Preferred Stock is prior to the Record Date for any dividend, the Holder of such shares will not be entitled to any such dividend, subject to any Unpaid Dividends being taken into account in Section 7. If the Conversion Date with respect to any share of Series A-2 Preferred Stock is after the Record Date for any dividend but before...
Regular Dividends. After the date of this Agreement, each of Parent and the Company shall coordinate with the other the declaration of any dividends in respect of Parent Common Stock and Company Common Stock and the record dates and payment dates relating thereto, it being the intention of the Parties hereto that holders of Company Common Stock shall not receive two dividends, or fail to receive one dividend, in any quarter with respect to their shares of Company Common Stock and any shares of Parent Common Stock any such holder receives in exchange therefor in the Merger.
Regular Dividends. 35 5.7 Data Processing and Related Contracts. . . . . . . . . . . . . 35 TABLE OF CONTENTS -- CONTINUED -- PAGE
Regular Dividends. Grand Premier shall not declare, set aside, pay, or make any dividend or other distribution or payment (whether in cash, stock, or property) with respect to, or purchase or redeem, any shares of Grand Premier Capital Stock other than (a) regular quarterly cash dividends on Grand Premier Common Stock in an amount not to exceed $0.09 per share per quarter payable on the regular historical payment dates, and (b) dividends on Grand Premier Preferred Stock required to be paid when and as provided by Grand Premier's amended and restated certificate of incorporation; all in a manner consistent with Grand Premier's past dividend practice. Old Kent and Grand Premier agree that they will cooperate to assure that, during any calendar quarter, there shall not be a duplication of payment of dividends to the holders of Grand Premier Common Stock. Notwithstanding the preceding sentences, if and to the extent that the payment of a dividend in the manner provided in this Section would, in Old Kent's reasonable judgment, present a significant risk that under GAAP or the rules, regulations, or interpretations of the SEC or its staff, the Merger would not qualify for pooling-of-interests accounting treatment, that dividend shall not be paid, but an equitable adjustment shall be made to the Exchange Ratio for the amount of the dividend not paid.
Regular Dividends. CFSB shall not declare, set aside, pay or make any dividend or other distribution or payment (whether in cash, stock, or property) with respect to, or purchase or redeem, any shares of the capital stock other than the regular 10 percent stock dividend on dates corresponding to the historical declaration and payment dates and regular quarterly cash dividends per share on CFSB Common Stock payable on the regular historical payment dates, all in a manner consistent with CFSB's past dividend practice. Old Kent and CFSB agree that they will cooperate to assure that, during any calendar quarter, there shall not be a duplica- tion of payment of dividends to stockholders of CFSB. Notwithstanding the above, if and to the extent that the payment of a dividend in the manner provided in this Section would, under GAAP or the rules, regulations, or interpretations of the SEC or its staff, disqualify the Merger for pooling- of-interests accounting treatment, that dividend shall not be paid, but an equitable adjustment shall be made to the Exchange Ratio for the amount of the dividend not paid. If the customary payment date for the next regular cash dividend payable after the Effective Time of Old Kent Common Stock as the Surviving Corporation which is eligible to be received by the former holders of CFSB Common Stock is more than 90 days after the payment date of the last regular cash dividend paid or to be paid on CFSB Common Stock prior to the Effective Time (such number of days over 90 days being the "DIVIDEND LAG PERIOD"), then CFSB may declare and set aside immediately prior to the Effective Time, and may pay at a date it may select in its discretion, a "SPECIAL PRO-RATA DIVIDEND" pursuant to this Section. Any such Special Pro-rata Dividend shall be payable in cash, and shall not exceed an amount per share that is the product of (i) the amount of the dividend permitted to be paid by CFSB pursuant to this Section 5.5, multi- plied by (ii) a fraction, the numerator of which is the Dividend Lag Period and the denominator of which is 90 days.
Regular Dividends. Valley Ridge may declare and pay cash dividends upon Valley Ridge Common Stock at a rate of $5.40 per share on an annual basis in a manner, on dates, and with respect to record dates consistent with its past practice. However, Valley Ridge shall adjust the record date for its regularly scheduled dividend, if any (otherwise permissible under this Section 4.3 (Dividends)), with respect to the period in which the Effective Time of the Merger occurs if necessary to assure that Valley Ridge shareholders receive one and only one dividend, other than the Special Dividend (defined below), payable in, or with a record date occurring in, the quarter in which the Effective Time of the Merger occurs, whether with respect to Valley Ridge Common Stock or ChoiceOne Common Stock received in the Merger. ChoiceOne may declare and pay cash dividends upon ChoiceOne Common Stock at a rate of $0.68 per share on an annual basis in a manner, on dates and with respect to record dates consistent with its past practice.
Regular Dividends. Each holder (a "Holder" and, collectively, the "Holders") of the Preferred Shares shall be entitled to receive on each April 7 and October 7, or if such date is not a Business Day, the immediately subsequent Business Day, commencing October 7, 2000 (each, a "Dividend Payment Date"), dividends ("Regular Dividends") at a rate of seven percent (7%) per annum, computed on the basis of $100.00 per Preferred Share. Such dividends shall be cumulative from (and including) such Preferred Share's Issuance Date (as defined below) and shall accrue daily, whether or not earned or declared, thereafter until paid and be calculated on the basis of a 360 day year. Dividends shall be payable in cash; provided, however that in lieu of paying such dividends in cash, the Company may, at its option, at the time of conversion of any or all Preferred Shares held by any Holder, increase the Transaction Value (defined below) of each Preferred Share by the amount of Regular Dividends which have accrued on such Preferred Share but have not been paid by the Company.
Regular Dividends. Home shall not declare, set aside, pay, or make any dividend or other distribution or payment (whether in cash, stock, or property) with respect to, or purchase or redeem, any shares of the capital stock; other than regular quarterly cash dividends in an amount not to exceed, in the aggregate, the lesser of (i) two times Home's net income in the immediately preceding quarter and (ii) $.10 per share per quarter. Such dividends shall be paid on the regular historical payment dates. Old Kent and Home agree that they will cooperate to assure that the then-former shareholders of Home shall not receive two dividends, or fail to receive one dividend (if otherwise permitted by this Section), for any calendar quarter with respect to their Home Common Stock and/or Old Kent Common Stock that any such holder receives in exchange for its Home Common Stock.
Regular Dividends. Keystone shall not declare, set aside, pay, or make any dividend or other distribution or payment (whether in cash, stock, or property) with respect to, or purchase or redeem, any shares of Keystone Common Stock other than regular annual cash dividends on Keystone Common Stock in an amount not to exceed an annual rate of $0.40 per share in 2005, payable on or before August 1, 2005, and in a manner consistent with Keystone’ s past dividend practice; provided, however, that no dividend will be paid if the Bank is not well capitalized or if the payment of such dividend would cause the Bank not to be well capitalized.