Company Dividend. Immediately prior to the Closing, the Company shall set a record date (which date shall be prior to the Closing Date) and declare a dividend to Parent equal to those amounts deemed, as of the Closing Date (but prior to any amounts being paid to Xxxxx Fargo pursuant to the Payoff Letter) “Collected Reserve” pursuant to the terms of the Company Factoring Agreement, but not in excess of $2,700,000 (the “Dividend Amount”), which dividend obligation shall be payable by the Surviving Corporation, after the Effective Time as follows, unless prohibited by Law: within three (3) Business Days of the end of each month, the Surviving Corporation shall remit to Parent 10% of the Collected Reserve received by the Surviving Corporation during such month until the Dividend Amount has been paid in full. If, in the good faith determination of Purchaser, such payments are prohibited by Law at any time, the Surviving Corporation will delay such payment or payments until such time as the Purchaser determines, in good faith, that the resumed payment of such payments will not result in the violation of any Law.
Company Dividend. Immediately prior to the Closing, the Company shall set a record date (which date shall be prior to the Closing Date) and declare a dividend to Parent in an amount equal to (a) ten percent (10%) of the Company’s aggregate amount of accounts receivable outstanding at the close of business on the Business Day immediately preceding the Closing Date, less (b) five percent (5%), but which amount shall not be in excess of $2,700,000 (the “Dividend Amount”), which dividend obligation shall be payable by the Surviving Corporation after the Closing Date in four equal installments, with each installment payable on a date that is within three (3) Business Days of the end of each month during the 120 day period following the Closing Date. If, in the good faith determination of Purchaser, such payments are prohibited by Law at any time, the Surviving Corporation will delay such payment or payments until such time as the Purchaser determines, in good faith, that the resumed payment of such payments will not result in the violation of any Law.”
Company Dividend. Prior to the Effective Time, the Company may declare dividends to the Common Equity Holders equal to the aggregate amount of the Company’s and each of its Subsidiaries’ Cash and Cash Equivalents; any such dividends shall be paid to the Common Equity Holders immediately prior to the Effective Time.
Company Dividend. A dividend by the Company, if authorized for issuance and declared by the Company, in its sole discretion, shall have been issued and paid to each holder of Company Common Stock as of the date that such dividend is declared (the “Company Dividend.”)
Company Dividend. In order to be free from doubt, the Company’s dividend for the first half of 2018 which has a record date prior to the execution hereof shall be delivered to the Trust on the payment date of such dividend.
Company Dividend. The parties hereto acknowledge that the Board of Directors of the Company on November 4, 1996 declared a dividend payable to shareholder of record of the Company on November 5, 1996.
Company Dividend. Prior to the Closing, the Company may declare and pay a cash dividend to its securityholders in an amount not to exceed $2,000,000.
Company Dividend. On or prior to the Effective Time, Seller will cause the Company to dividend or otherwise cause the transfer of (i) all of the capital stock of each of Donnelley Marketing Consumer Promotions, Inc., a Delaware corporation, and Donnelley Funding, Inc., a Delaware corporation, each such corporation being a wholly-owned subsidiary of the Company, (ii) any assets related to the Excluded Liabilities that are held by any Holdco Group Member; and (iii) any intellectual property related to the products that are the subject of the Assignment and Marketing Agreement or the DecisionScope Services Agreement and held by any Holdco Group Member, in each case to Seller or an Affiliate of Seller (other than Holdco, Parent or the Company).
Company Dividend. At or prior to the Closing, the Company shall, and shall be permitted hereunder to, declare and pay a cash dividend to the holders of shares of Company Common Stock of Eleven Million US Dollars (US$11,000,000) (the “Company Dividend”).
Company Dividend. (a) . To the extent the Company has funds legally available, from the date of this Agreement through the Closing, the Company Board shall, unless the Company Board determines that it would be inconsistent with its fiduciary duties under Applicable Law, in the ordinary course of business, declare, authorize and establish a record date and payment date (which dates shall be substantially consistent with the record and payment dates for the prior calendar year quarterly dividend) for the payment by the Company of regular quarterly cash dividends at a rate of $0.445 per Company Share per quarter. If the Closing occurs after the record date but before the otherwise scheduled or anticipated payment date for the applicable quarterly dividend, such payment date shall be revised to occur at or prior to the Closing.
