Accrued Dividends. If the Company pays any cash dividends on its common stock, Recipient will be entitled to receive an amount in cash (less any required withholding for taxes) equal to the value of such cash dividends that would have been paid on Shares earned and vested under this Agreement if such Shares had been outstanding as of the record date for such dividends declared on or after the Grant Date and prior to the issuance date of the Shares (“Accrued Dividends”). Such Accrued Dividends will be retained by the Company (without interest) and paid in cash when, and if, and to the extent that Shares are earned and vested. To the extent that Recipient has elected to defer receipt of the Shares in accordance with the terms of the applicable non-qualified deferral plan, payment of Accrued Dividends with respect to such Shares will be subject to the terms and conditions of such plan. The right to Accrued Dividends will cease and be forfeited upon the forfeiture and cancellation of this Restricted Stock Unit Award.
Accrued Dividends. In the event that a distribution with respect to shares of Company Common Stock permitted under the terms of this Agreement has (a) a record date prior to the Company Merger Effective Time and (b) has not been paid as of the Company Merger Effective Time, the holders of shares of Company Common Stock and Partnership OP Units shall be entitled to receive such distribution from the Company (or the Partnership, as applicable) as of immediately prior to the time such shares or units are exchanged pursuant to Article III.
Accrued Dividends. The Liquidation Amount shall be automatically increased on each Dividend Accrual Date as provided in Section 3 to reflect the accrual of dividends at the Applicable Dividend Rate to the extent such dividends have not been paid.
Accrued Dividends. Gentlemen: This letter agreement (the “Letter Agreement”) is provided with respect to certain rights of the undersigned holders (collectively, the “Holders”) of shares of Series B Cumulative Convertible Preferred Stock, $.001 par value per share (the “Series B Preferred Stock”), of Pacific Ethanol, Inc. (the “Company”) under the Company’s Certificate of Designations, Powers, Preferences, and Rights of the Series B Cumulative Convertible Preferred Stock (the “Series B Certificate of Designations”). The Series B Certificate of Designations provides for the payment of quarterly cumulative dividends (“Cumulative Dividends”) with respect to the Series B Preferred Stock. From January 1, 2009, through December 31, 2011, the Company did not pay Cumulative Dividends to the Holders. The Company paid a total of $1,462,984 of the Cumulative Dividends as of December 31, 2012. Exhibit A attached sets forth the sum of accrued and unpaid dividends with respect to each Holder as of March 13, 2013 (collectively, the “Unpaid Dividends”). Notwithstanding any previous agreement between the undersigned and the Company and subject to the terms and conditions set forth herein, each of the undersigned Holders desires to forbear from exercising rights, if any, held by such Holder with respect to the Unpaid Dividends. In consideration of each Holder’s agreement to forbear from exercising its rights, the Company agrees to pay $731,492 of the Unpaid Dividends as provided below. In consideration of the mutual covenants herein contained, and for other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
Accrued Dividends. Upon conversion of any shares of Series D Preferred Stock, the holder thereof shall be entitled to receive any accrued by unpaid dividends in respect of the shares of Series D Preferred Stock so converted to the date of such conversion.
Accrued Dividends. In the event that a distribution with respect to the Company Common Shares permitted under the terms of this Agreement has (a) a record date prior to the Topco Merger Effective Time and (b) has not been paid as of the Topco Merger Effective Time, the holders of Company Common Shares and Partnership OP Units shall be entitled to receive such distribution from the Company (or the Partnership, as applicable) as of immediately prior to the time such shares or units are exchanged pursuant to Article III.
Accrued Dividends. In the event that a distribution with respect to the Post Common Stock or the Post Series A Preferred Stock permitted under the terms of this Agreement has (i) a record date prior to the Partnership Merger Effective Time and (ii) has not been paid as of the Partnership Merger Effective Time, (A) the holders of shares of Post Common Stock and the holders of Post OP Units shall be entitled to receive such distribution from Post (or Post LP, as applicable) and (B) the holders of the shares of Post Series A Preferred Stock shall be entitled to receive such distribution from Post, in each case, immediately prior to the time such shares or units are exchanged pursuant to Article III of this Agreement.
Accrued Dividends. In the event that a dividend or distribution with respect to the Common Stock or the Company Preferred Stock permitted under the terms of this Agreement has (i) a record date prior to the Effective Time and (ii) has not been paid as of the Effective Time, the holders of shares of Common Stock and the holders of the shares of Company Preferred Stock entitled to receive such dividend or distribution shall be entitled to receive such dividend or distribution from the Company or the Surviving Entity, as applicable, in each case immediately prior to the time such shares are exchanged pursuant to Article II of this Agreement for the consideration set forth therein.
Accrued Dividends. The Aggregate Dividend Amount to be paid by each Purchaser pursuant to Section 2.4 shall be: (i) an amount (the “Full Dividend Amount”) equal to the product obtained by multiplying (x) the number of such Purchaser’s Applicable Shares by (y) $0.48; plus (ii) an amount (together with the Full Dividend Amount, the “Aggregate Dividend Amount”) equal to the product obtained by multiplying (x) the Full Dividend Amount by (y) an amount equal to the quotient obtained by dividing (x) the number of days from and including July 1, 2014 through and including the Closing Date by (y) 92.
Accrued Dividends. The term "accrued dividends", or the amount of dividends "accrued", whenever used herein with reference to the Preferred Stock shall be deemed to mean the amount, if any, by which eight percent (8%) of the preferential liquidation amount ($1,000) of the Preferred Stock for each full year and a pro rata amount thereof for any fraction of a year, from the date of issuance of the Preferred Stock to the date of the payment of dividends, redemption, conversion or distribution, as the case may be, exceeds the dividends actually paid upon such shares.
