CAPITAL DIVIDEND Sample Clauses

CAPITAL DIVIDEND. If the aggregate amount (hereinafter referred to in this Section as the “CDA Credit”) standing to the credit of the Corporation’s Capital Dividend Account at the Time of Closing as a result of the receipt by the Corporation of insurance proceeds payable as a consequence of the death of the Deceased Shareholder under any life insurance policy subject to this Agreement is not less than the amount of the deemed dividend that will arise under the Tax Act to the estate of the Deceased Shareholder as result of completion of the transaction of purchase and sale of Common Shares contemplated in this Article, the Corporation shall do such acts and things, including, without limiting the generality of the foregoing, making such elections, as may be necessary or desirable so that such deemed dividend is treated as a Capital Dividend. If the CDA Credit is less than the amount of the above described deemed dividend, the purchase and sale of Common Shares shall be completed in such number of stages and the Corporation shall do such acts and things, including, without limiting the generality of the foregoing, making such elections, as may be necessary or desirable so that the deemed dividends arising to the estate of the Deceased Shareholder are treated as Capital Dividends to the extent of the CDA Credit.
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CAPITAL DIVIDEND. Forthwith following the Time of Closing of the transaction of purchase and sale contemplated in this Article and the receipt by the Corporation of all the insurance proceeds payable as a result of the death of the Deceased under the life insurance policies subject to this Agreement, the Corporation shall forthwith declare and pay using those insurance proceeds a dividend on the Common Shares (which shares shall be held by the Purchasing Shareholder) equal to the amount credited to the Capital Dividend Account of the Corporation as a result of the receipt by the Corporation of such insurance proceeds and do such acts and things, including , without limiting the generality of the foregoing, making such elections, as may be necessary or desirable to treat such dividend as a Capital Dividend.
Sample 1
CAPITAL DIVIDEND. In the event the Bank’s Book Value on the Determination Date exceeds eight percent (8%) of the Bank’s total average assets (the “Excess Capital”), averaged over the three (3) calendar months prior to the Determination Date (the “Bank Assets”), then, subject to receipt of all necessary regulatory approvals, the Bank shall declare a dividend to the Seller equal to the Excess Capital which shall be paid to the Seller on or before the Closing Date, in order to reduce the Bank’s Book Value to eight percent (8%) of the Bank Assets (the “Capital Dividend”).
Sample 1Sample 2
CAPITAL DIVIDEND. The Purchasers shall cause the Company to ensure that, and the Company shall ensure that, the amount, if any, by which (i) the amount paid by the Company to each Purchase for Cancellation Shareholder in respect of the Purchase for Cancellation Price payable hereunder to such Purchase for Cancellation Shareholder or to each of the Employee Shareholders as contemplated under Section 10.19 exceeds (ii) the "paid-up capital" (within the meaning of subsection 89(1) of the Income Tax Act (Canada)) of the Purchase for Cancellation Shares held by such Purchase for Cancellation Shareholder or of the shares of the Company held by such Employee Shareholders, as the case may be, will be a "capital dividend" (within the meaning of subsection 83(2) of the Income Tax Act (Canada)). To the extent that the Company files any election under section 184 of the Income Tax Act (Canada) after the Share Purchaser Closing Time such that all or part of any dividend or deemed dividend (for purposes of the Income Tax Act (Canada)), received by a Purchase for Cancellation Shareholder or an Employee Shareholder in connection with the Purchase for Cancellation or purchase of such Employee Shareholders' shares of the Company under Section 10.19, as the case may be, is treated as a "taxable dividend" (for purposes of the Income Tax Act (Canada)), as a result of such election, then the Purchasers agree to cause the Company to pay to such Purchase for Cancellation Shareholder or Employee Shareholder, as the case may be, the amount necessary so that such Purchaser for Cancellation Shareholder or an Employee Shareholder, as the case may be, is put in the same after -tax position as it would have been in if no such election under section 184 of the Income Tax Act (Canada) had been made by the Company. The Purchasers shall cause the Company to ensure that, and the Company shall ensure that, an election pursuant to subsection 256(9) of the Income Tax Act (Canada) will be filed with the Company's income tax return for its taxation year ending immediately before the Share Purchase Closing Time.
Sample 1

Related to CAPITAL DIVIDEND

  • Special Dividend In the event the Ceding Company makes any payment to the Borrower in excess of that required to be paid under the express terms of the Reinsurance Agreement as a result of, or following, any requirement or request of the Ceding Company’s domestic insurance regulator, whether orally or in writing, therefor (a “Special Payment”), the Borrower shall, notwithstanding anything herein to the contrary and to the maximum extent permitted by law, be permitted to pay a dividend (a “Special Dividend”) in the amount of the proceeds of such payment.

  • Special Dividends In case the Company after the date hereof shall fix a record date for the making of a distribution to all holders of shares of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the surviving corporation) evidences of its indebtedness, securities or assets (excluding any dividends paid out of retained earnings), or subscription rights or warrants (excluding those referred to in subsection (c) above), in each such case the Exercise Price in effect immediately prior to the close of business on the record date for the determination of stockholders entitled to receive such distribution shall be adjusted to a price obtained by multiplying such Exercise Price by a fraction of which (x) the numerator shall be the Closing Price per share of Common Stock on such record date, less the then-current fair market value as of such record date (as determined by the Board of Directors in its good faith judgment) of the portion of assets, evidences of indebtedness, securities or subscription rights or warrants so distributed applicable to one share of Common Stock, and (y) the denominator shall be such Closing Price, such adjustment to become effective immediately prior to the opening of business on the day following such record date; provided, however, that no adjustment shall be made (1) if the Company issues or distributes to each Holder the subscription rights referred to above that each Holder would have been entitled to receive had the Warrants held by such Holder been exercised prior to such record date, or (2) if the Company grants to each Holder the right to receive, upon the exercise of the Warrants held by such Holder at any time after the distribution of the evidences of indebtedness or assets or equity securities referred to above, the evidences of indebtedness or assets or equity securities that such Holder would have been entitled to receive had such Warrants been exercised prior to such record date. The Company shall provide any Holder, upon receipt of a written request therefor, with any indenture or other instrument defining the rights of the holders of any indebtedness, assets, subscription rights or equity securities referred to in this subsection (d).

  • Dividend Subdivision, Combination or Reclassification of Common ---------------------------------------------------------------- Stock. In the event that the Company shall at any time or from time to time, ----- after the issuance of this Warrant but prior to the exercise hereof, (w) pay a dividend or make a distribution on the outstanding shares of Common Stock payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock into a larger number of shares, (y) combine the outstanding shares of Common Stock into a smaller number of shares or (z) issue any shares of its Capital Stock in a reclassification of the Common Stock (other than any such event for which an adjustment is made pursuant to another clause of this Section 5), then, and in each such case, (A) the aggregate number of Warrant Shares for which this Warrant is exercisable (the "Warrant Share Number") immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the Warrantholder shall be entitled to receive upon exercise of this Warrant the number of shares of Common Stock or other securities of the Company that it would have owned or would have been entitled to receive upon or by reason of any of the events described above, had this Warrant been exercised immediately prior to the occurrence of such event and (B) the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter; provided, however, that the Exercise Price -------- ------- for each Warrant Share shall in no event be less than the par value of such Warrant Share. An adjustment made pursuant to this Section 5.1 shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (y) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective.

  • Liquidating Dividends If the Company declares or pays a dividend upon the Common Stock payable otherwise than in cash out of earnings or earned surplus (determined in accordance with generally accepted accounting principles, consistently applied) except for a stock dividend payable in shares of Common Stock (a “Liquidating Dividend”), then the Company shall pay to the Registered Holder of this Warrant at the time of payment thereof the Liquidating Dividend which would have been paid to such Registered Holder on the Warrant Stock had this Warrant been fully exercised immediately prior to the date on which a record is taken for such Liquidating Dividend, or, if no record is taken, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

  • Return of Capital Contribution From time to time the Partnership may have cash in excess of the amount required for the conduct of the affairs of the Partnership, and the General Partner may, with the Consent of the Special Limited Partner, determine that such cash should, in whole or in part, be returned to the Partners, pro rata, in reduction of their Capital Contribution. No such return shall be made unless all liabilities of the Partnership (except those to Partners on account of amounts credited to them pursuant to this Agreement) have been paid or there remain assets of the Partnership sufficient, in the sole discretion of the General Partner, to pay such liabilities.

  • Stock Dividend If the Company shall at any time declare a dividend payable in shares of Common Stock, then Holder, upon Exercise of this Warrant after the record date for the determination of holders of Common Stock entitled to receive such dividend, shall be entitled to receive upon Exercise of this Warrant, in addition to the number of shares of Common Stock as to which this Warrant is exercised, such additional shares of Common Stock as such Holder would have received had this Warrant been exercised immediately prior to such record date and the Exercise Price will be proportionately adjusted.

  • Return of Capital Contributions No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, redemption, repurchase or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes.

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