Additional Dividends. (a) Prior to the Effective Time, the Company shall declare a dividend to its stockholders, the payment date for which shall be the close of business on the last Business Day prior to the Closing Date, subject to funds being legally available therefor. The record date for such dividends shall be three (3) Business Days before the payment date. The per share dividend amount payable by the Company pursuant to this Section 6.19(a) shall be an amount equal to (i) the Company’s then-most recent quarterly dividend (on a per share basis), multiplied by the number of days elapsed since the last dividend record date through and including the day prior to the Closing Date, and divided by the actual number of days in the calendar quarter in which such dividend is declared, plus (ii) an additional amount (the “Company Additional Dividend Amount”), if any, necessary so that the aggregate dividend payable is equal to the Minimum Distribution Dividend. The Company and Parent shall cooperate in good faith to determine whether it is necessary to authorize and declare a Company Additional Dividend Amount and the amount (if any) of the Company Additional Dividend Amount.
(b) Prior to the Effective Time, Parent shall declare a dividend to its stockholders, the payment date for which shall be the close of business on the last Business Day prior to the Closing Date, subject to funds being legally available therefor. The record date for such dividends shall be three (3) Business Days before the payment date. The per share dividend amount payable by Parent pursuant to this Section 6.19(b) shall be an amount equal to (i) Parent’s then-most recent quarterly dividend (on a per share basis), multiplied by the number of days elapsed since the last dividend record date through and including the day prior to the Closing Date, and divided by the actual number of days in the calendar quarter in which such dividend is declared, plus (ii) an additional amount (the “Parent Additional Dividend Amount”) equal to the quotient obtained by dividing the (x) Company Additional Dividend Amount (if any) by (y) the Exchange Ratio divided by 0.80.
Additional Dividends. (a) The Company and the Initial Purchasers agree that the Holders of Registrable Shares will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional dividends on the Registrable Shares ("Additional Dividends") under the circumstances and to the -------------------- extent set forth below, each of which shall be given independent effect (each a "Registration Default"): --------------------
(i) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration has been filed on or prior to the Filing Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not filed on or prior to the 45th day after delivery of the Shelf Notice, then, in the case of subclause (A), commencing on the day after the Filing Date or, in the case of subclause (B), commencing on the 46th day following delivery of the Shelf Notice, Additional Dividends shall accumulate on the Registrable Shares over and above the stated dividend rate at a rate of 0.50% per annum for the first 90 days immediately following the Filing Date or such 45th day, as the case may be, such Additional Dividends rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;
(ii) if (A) neither the Exchange Registration Statement nor the Initial Shelf Registration is declared effective on or prior to the Effectiveness Date or (B) notwithstanding that the Company has consummated or will consummate an Exchange Offer, the Company is required to file a Shelf Registration and such Shelf Registration is not declared effective by the Commission on or prior to the 90th day after filing of the Initial Shelf Registration, then, commencing on the day after the Effectiveness Date or the 90th day, as the case may be, Additional Dividends shall accumulate on the Registrable Shares over and above the stated dividend rate in effect at a rate of 0.50% per annum for the first 90 days immediately following the day after the Effectiveness Date or the 90th day, as the case may be, such Additional Dividends rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; and
(iii) if (A) the Company has not exchanged E...
Additional Dividends. (i) Following the occurrence of a Specified Event, each holder of issued and outstanding Convertible Preference Shares will be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends for each Convertible Preference Share, with respect to each Dividend Period, dividends at a rate per annum equal to the Additional Rate multiplied by the Base Liquidation Preference per Convertible Preference Share (the “Additional Dividends” and, together with Participating Dividends, the “Dividends”). Any Additional Dividends payable pursuant to this SECTION 1(b) shall be in addition to any Participating Dividends, as applicable, payable pursuant to SECTION 1(a) hereof.
(ii) Additional Dividends will accrue on a daily basis and be cumulative from the date on which a Specified Event occurs and are payable in arrears on each Dividend Payment Date.
(iii) Additional Dividends in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of Additional Dividends payable for any Dividend Period shorter or longer than a full quarterly Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months.
(iv) Additional Dividends that are declared and payable on a Dividend Payment Date will be paid to the holders of record of Convertible Preference Shares as they appear in the records of the Corporation at the close of business on the 15th day of the calendar month prior to the month in which the applicable Dividend Payment Date falls, provided that Additional Dividends payable upon redemption or conversion of Convertible Preference Shares will be payable to the holder of record on the Redemption Date or the Conversion Date, as applicable. Any payment of an Additional Dividend will first be credited against the earliest accumulated but unpaid Additional Dividend due with respect to each share that remains payable.
(v) Additional Dividends are payable only in cash. Additional Dividends will accrue and cumulate whether or not the Corporation has earnings or profits, whether or not there are funds legally available for the payment of Additional Dividends and whether or not Additional Dividends are declared.
(vi) After a Specified Event has occurred and while any Convertible Preference Shares remain outstanding, unless all Additional Dividends accrued to the end of all completed Dividend Periods have been paid in fu...
Additional Dividends. Any dividends paid in addition to the preferential dividends of the Series A Holders shall be paid ratably to the holders of record of Common Stock (the "Common Holders") and to the Series A Holders in proportion to the number of shares of Series A Stock held by the Series A Holders on an as converted basis pursuant to the Corporation's Articles of Incorporation and this Resolution.
Additional Dividends. Except for the Special Dividend, the Company shall not, and Xxxxx shall cause the Company not to, declare or pay any cash dividend (other than regular quarterly cash dividends not to exceed $0.20 per share) to holders of Common Stock prior to March 14, 2019; provided, that, if the Company’s senior unsecured debt rating as of the date hereof assigned by each of the Rating Agencies has been downgraded by both Rating Agencies at any time prior to March 14, 2019, then such date shall be automatically extended to December 31, 2019, unless a committee of the Board of Directors of the Company (the “Board”) comprised solely of independent directors determines it is in the best interests of the Company to pay any such dividend prior to December 31, 2019.
Additional Dividends. The Company and the Initial Purchasers agree that the Holders of Exchangeable Preferred Stock will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional dividends on the Exchangeable Preferred Stock ("Additional Dividends") under the circumstances and to the extent set forth in the Certificate of Designation. The Company shall notify the Transfer Agent within one business day after each and every date on which an event occurs in respect of which Additional Dividends are required to be paid (an "Event Date"). Any Additional Dividends will be payable in accordance with the Certificate of Designation on the next following dividend payment date.
Additional Dividends. The Company and the Initial Purchasers agree that the Holders of Exchangeable Preferred Stock will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages, additional dividends on the Exchangeable Preferred Stock or the Private Exchange Preferred Stock (in either case, "Additional Dividends") under the circumstances and to the -------------------- extent set forth in the Certificate of Designation and the Private Exchange Certificate, respectively. The Company shall notify the Transfer Agent within one business day after each and every date on which an event occurs in respect of which Additional Dividends are required to be paid (an "Event Date"). Any Additional Dividends will ---------- be payable in accordance with the Certificate of Designation and the Private Exchange Certificate on the next following dividend payment date. The Company agrees to make available to the Transfer Agent certificates representing additional shares of Private Exchange Preferred Stock to be paid as Additional Dividends on or prior to the interest payment date.
Additional Dividends. (a) The Company and the Initial Purchaser agree that the Holders of Registrable Preferred Stock will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional interest on the New Preferred Stock ("Additional Dividends") under the circumstances set forth below:
Additional Dividends. (a) If, at any time during the six-month period beginning on, and including, the date which is six months after the issuance of the Series C Preferred Stock, the Corporation fails to timely file any document or report that it is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (after giving effect to all applicable grace periods thereunder and other than reports on Form 8-K), or the Series C Preferred Stock is not otherwise freely tradable by Holders other than the Corporation's Affiliates (as a result of restrictions pursuant to U.S. securities law or the terms of the Series C Preferred Stock), the dividend rate per annum on the Series C Preferred Stock will increase by a rate of 0.25% per annum for each day during such period for which such failure to file has occurred and is continuing or the Series C Preferred Stock is not so freely tradable. If a failure to file has occurred and is continuing or the Series C Preferred Stock remains not freely tradable by Holders other than the Corporation's Affiliates for a period of 90 calendar days, the dividend rate per annum on the Series C Preferred Stock will increase by an additional 0.25% per annum for each day during such six-month period from such 90th day for which the Corporation’s failure to file has occurred and is continuing or the Series C Preferred Stock is not so freely tradable.
(b) If, and for so long as, the restrictive legend on the Series C Preferred Stock has not been removed or the Series C Preferred Stock is not otherwise freely tradable by Holders other than the Corporation's Affiliates (without restrictions pursuant to U.S. securities law or the terms of the Series C Preferred Stock) as of the 365th day after the date of original issuance of the Series C Preferred Stock , the dividend rate per annum on the Series C Preferred Stock will increase by a rate of 0.50% per annum for each day during such period until such restrictive legend is removed and the Series C Preferred Stock is freely tradable as described above.
(c) Subject to the increase in the dividend rate described in Section 13(a)(ii), in no event will the dividend rate per annum on the Series C Preferred Stock increase by more than 0.50% per annum as compared to the initial dividend rate as described in Section 4(c).
Additional Dividends. The Company shall also declare and pay, from time to time, upon demand of any Preferred Member, additional amounts (but without duplication of any amounts included in the calculation of Dividends) as follows:
