Closing Dividend. 10 Code ...................................................................................................2
Closing Dividend. Parent shall have received payment of the Closing Dividend and a written commitment, in form and substance reasonably satisfactory to Parent, from Purchaser to cause Target to pay to Parent the amount, if any, by which the originally-calculated and paid Closing Dividend is less than the amount of the Closing Dividend as calculated on the Final Balance Sheet. Purchaser will furnish Parent with such certificates of its officers or others and such other documents to evidence fulfillment of the conditions set forth in this Section 10.3 as Parent may reasonably request.
Closing Dividend. In calculating the Closing Dividend in accordance with Section 2.9 of the Stock Purchase Agreement, Bank Parties agree to cooperate in determining any required disposition of the Securities.
Closing Dividend. Subject to the making or obtaining of any approvals, consents or authorizations of any Governmental Authority and applicable Law, Parent shall use its reasonable best efforts to cause the Company to pay to Parent the Closing Dividend prior to the Closing Date. The Closing Dividend shall be declared at least fifteen (15) days prior to the Closing Date, and Parent shall inform Purchaser of such declaration at least two (2) Business Days prior to the Company asking its board of directors to declare the Closing Dividend, subject to Closing.
Closing Dividend. The parties agree that the Company shall declare and, at or prior to Closing, pay to the holders of Company Interests a cash dividend in an amount equal to the value of cash and cash equivalents (as defined in the Company Financial Statements) held by the Company as of the Closing Date less any amounts due and payable to Buyer pursuant to the Initial Reconciliation under Section 2.04 of this Agreement.
Closing Dividend. Prior to the Effective Time, Parent shall declare a dividend (the “Closing Dividend”) to its common stockholders of record the right to receive one contingent value right (each, a “CVR”) for each outstanding share of Parent Common Stock held by such stockholder as of such date, each representing the right to receive contingent payments upon the occurrence of certain events set forth in, and subject to and in accordance with the terms and conditions of, the Contingent Value Rights Agreement in the form attached hereto as Exhibit F (the “CVR Agreement”). The record date for the Closing Dividend shall be the close of business on the last Business Day prior to the day on which the Effective Time occurs and the payment date for which shall be three (3) Business Days after the Effective Time; provided that the payment of such dividend may be conditioned upon the occurrence of the Effective Time. In connection with the Closing Dividend, Parent shall cause the CVR Agreement to be duly authorized, executed and delivered by Parent and a rights agent selected by Parent with the Company’s prior approval (such approval not to be unreasonably withheld, delayed or conditioned).
Closing Dividend. Company shall have declared and distributed the Pre-Closing Dividend and such Pre-Closing Dividend shall include all shares of common stock of Dogwood State Bank that Company has the right to acquire, whether by exercise of warrants or otherwise. (g)
Closing Dividend. Prior to the Effective Time, the Company shall declare a dividend to its shareholders, the record date for which shall be the close of business on the last business day prior to the day on which the Effective Time occurs and the payment date for which shall be three (3) Business Days after the Effective Time; provided that the payment of such dividend may be conditioned upon the occurrence of the Effective Time. The per share dividend amount payable by the Company pursuant to this Section 5.21 shall be an amount equal to the product of (a) the aggregate amount of cash dividends declared per share of Parent Common Stock with a record date occurring on or after the date of this Agreement and prior to the Effective Time, multiplied by (b) the Exchange Ratio.
Closing Dividend. Trust shall declare a dividend payable to each shareholder of record as of the close of business on the last Business Day prior to the Effective Time in an amount equal to the sum of (i) $5.50 per Trust Common Share (but in no event in the aggregate more than $58,280,000, plus (ii) the portion of Trust’s regularly quarterly dividend not in excess of $0.125 per Trust Common Share, accrued pro rata through the last Business Day prior to the Effective Time, plus (iii) any dividends attributable to the exercise of any Trust Option prior to the Effective Time that is currently outstanding on the date of this Agreement) (the “Closing Dividend”), such Closing Dividend to be paid on or prior to the tenth (10th) Business Day after the Effective Time.
Closing Dividend. Trust agrees to pay the Closing Dividend on or prior to the tenth (10th) Business Day after the Effective Time. CIM and its Affiliates agree not to take any action to rescind or amend the payment of the Closing Dividend.
