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. 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”).
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CAPITAL DIVIDEND. SPECIMEN
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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 Shareholder under the life insurance policies subject to this Agreement, the Purchasing Shareholder shall forthwith cause the Corporation to 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 to do such acts and things, including, with out 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. 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

  • RECAPITALIZATION OR CAPITAL ADJUSTMENT 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Bank will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: (a) A Certificate authorizing the issuance of Share certificates in the new form; (b) A certified copy of any amendment to the Charter with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Customer, with a Certificate signed by the Secretary of the Customer as to such approval; (d) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance of the Shares in the new form, and an opinion of counsel for the Customer that the order or consent of no other governmental or regulatory authority is required; and (e) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the Shares in the new form, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable law or regulation (i.e., if subject to registration, that the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor). 2. The Customer shall furnish the Bank with a sufficient supply of blank Share certificates in the new form, and from time to time will replenish such supply upon the request of the Bank. Such blank Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the Customer authorized by law or by the By-Laws to sign Share certificates and, if required, shall bear the corporate seal or a facsimile thereof.

  • 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.

  • 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.

  • PAYMENT OF DIVIDENDS OR DISTRIBUTIONS 1. Whenever the Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Series specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date. 2. Upon the payment date specified in such Instructions or Certificate, Custodian shall pay out of the money held for the account of such Series the total amount payable to the dividend agent of the Fund specified therein.

  • Stock Dividends, Distributions, Etc If, while this Pledge Agreement is in effect, Pledgor becomes entitled to receive or receives any securities or other property in addition to, in substitution of, or in exchange for any of the Pledged Shares (whether as a distribution in connection with any recapitalization, reorganization or reclassification, a stock dividend or otherwise), Pledgor shall accept such securities or other property on behalf of and for the benefit of the Company as additional security for Pledgor's obligations under the Note and shall promptly deliver such additional security to the Company together with duly executed forms of assignment, and such additional security shall be deemed to be part of the Pledged Shares hereunder.

  • Additional Funds and Capital Contributions 30 SECTION 4.4 NO INTEREST; NO RETURN................................................................... 31 SECTION 4.5 NOTE DEFICIENCY CAPITAL CONTRIBUTION..................................................... 31

  • Stock Dividends - Split-Ups If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.

  • Share Dividends; Split Ups If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise Price shall be proportionately decreased.

  • DIVIDENDS, DISTRIBUTIONS Declare or pay any dividend or distribution either in cash, stock or any other property on Borrower's stock now or hereafter outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of any class of Borrower's stock now or hereafter outstanding.

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