Consent Dividends Sample Clauses

Consent Dividends. If the Manager intends that the Company qualify as a real estate investment trust (a “REIT”) under Section 856 of the Internal Revenue Code of 1986, as amended from time to time, together with any successor statute thereto and the regulations promulgated thereunder (the “Code”), to exercise any rights of the Company to require Shareholders to take actions that result in consent dividends within the meaning of Section 565 of the Code, to the extent necessary or appropriate to maintain the status of the Company as a REIT and avoid the imposition of any federal income or excise tax;
Sample 1Sample 2
AutoNDA by SimpleDocs
Consent Dividends. Each Limited Partner whose Capital Contributions are contributed, directed or allocated by the Fund or an Alternative Investment Vehicle to a REIT, hereby grants to the General Partner the authority to consent to and approve, by and in the name of the Limited Partner, any “consent dividend” as that term is used in Section 565 of the Code and Section 1.565-1 of the Treasury Regulations.
Sample 1
Consent Dividends. The Board of Directors shall use reasonable efforts to make distributions each year in an amount that will cause the REIT's "dividends paid deduction" (as defined in Section 561 of the Code) to at least equal the REIT's taxable income for the year (determined without regard to the dividends paid deduction). If there are not sufficient Available Receipts, the Board of Directors is authorized to take such other actions (including a declaration of consent dividends) as the Board of Directors determines is appropriate to cause the dividends paid deduction to equal the REIT's taxable income.
Sample 1
Consent Dividends. In the event that CT Legacy REIT Mezz Borrower requests that its holders of consent stock (as determined for purposes of Section 565 of the Code) agree to consent dividends (within the meaning of Section 565 of the Code), and the Manager determines that such consent dividends with respect to a taxable year are necessary or appropriate to ensure or maintain the status of CT Legacy REIT Mezz Borrower as a real estate investment trust for federal income tax purposes and/or avoid the imposition of any federal income or excise tax, the Members (individually and as Members) hereby authorize the Manager to take any and all actions necessary or appropriate under (a) the Code, (b) any regulations promulgated thereunder and (c) any court decision or any administrative positions of the United States Department of Treasury (including any Internal Revenue Service (“IRS”) forms or other forms), in each case to result in consent dividends sufficient to maintain CT Legacy REIT Mezz Borrower’s status as a real estate investment trust status and/or avoid federal income or excise tax for such taxable year. In furtherance of such authorization, each Member shall, on or before the time such Person becomes a Member, provide the Manager with a duly executed power of attorney on IRS Form 2848 completed consistently with such authorization, and will, upon the expiration of such IRS Form 2848 (and any subsequent form) complete and provide to the Manager a duly executed replacement IRS Form 2848.
Sample 1

Related to Consent Dividends

  • Share Dividends Any additional shares of Ordinary Shares deemed to have been issued relating to a share dividend shall be deemed to have been issued for no consideration.

  • 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).

  • Payment of Dividends Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

  • Declaration of Dividends Upon receipt of a written notice from an officer of the Fund declaring the payment of a dividend, the Transfer Agent shall disburse such dividend payments provided that in advance of such payment, the Fund furnishes the Transfer Agent with sufficient funds. The payment of such funds to the Transfer Agent for the purpose of being available for the payment of dividend checks from time to time is not intended by the Fund to confer any rights in such funds on the Fund’s Shareholders whether in trust or in contract or otherwise.

  • Rights as Shareholder; Dividends 5.1 The Grantee shall be the record owner of the Restricted Stock until the shares of Common Stock are sold or otherwise disposed of, and shall be entitled to all of the rights of a shareholder of the Company including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares. Notwithstanding the foregoing, any dividends or other distributions shall be subject to the same restrictions on transferability as the shares of Restricted Stock with respect to which they were paid.

  • 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.

  • Stock Splits and Dividends If after the date hereof the Company shall subdivide the Preferred Stock, by split-up or otherwise, or combine the Preferred Stock, or issue additional shares of Preferred Stock in payment of a stock dividend on the Preferred Stock, the number of shares of Preferred Stock issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination, and the Purchase Price shall forthwith be proportionately decreased in the case of a subdivision or stock dividend, or proportionately increased in the case of a combination.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!