Declaration and Payment of Dividends Sample Clauses

Declaration and Payment of Dividends. (a) Rampage Shopping shall not declare any dividend at any time without the Beneficiary’s prior written consent, unless and until all sums due to the Beneficiary under the Loan Agreement and each of the other Principal Agreements have been unconditionally and irrevocably paid and all Obligations under the Principal Agreements have been fully discharged.
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Declaration and Payment of Dividends. The parties hereto agree to cause the Board of Directors to declare on a quarterly basis, subject to their fiduciary duties and the provisions of the General Corporation Law of the State of Delaware (the "GCL"), and Holdings to pay on a quarterly basis, subject to the provisions of the GCL, dividends on the Preferred Stock in accordance with Holdings' Certificate of Incorporation.
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Declaration and Payment of Dividends. (a) Subject to compliance with applicable Law and the organizational documents of the Target Group Companies, the Parties shall cause the Target Group Companies to declare and distribute to Buyer, the Existing Shareholders and the KPI Stockholders their pro rata shares of the following dividends (the “Pre-Closing Dividends”) prior to Closing:
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Declaration and Payment of Dividends. (a) Prior to the Closing, Lance shall declare a cash dividend (the “Dividend”) in the amount of $3.75 per share of Lance Shares issued and outstanding on the Record Date; provided, that payment of the Dividend shall be contingent on the consummation of the Transactions.
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Declaration and Payment of Dividends. 2.2 The holders of Series A Shares shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors, preferential cumulative cash dividends at the rate per Series A Share (a) during the period from the Initial Issue Date to the third anniversary of the Initial Issue Date (the "Initial Dividend Period") at a rate per annum equal to the greater of (i) $0.7275 and (ii) the amount that would have been paid during such period if such Series A Share had been converted into Common Shares at the Conversion Rate immediately prior to the start of such period, and (b) thereafter (the "Subsequent Dividend Period") at a rate per annum equal to the greater of (iii) $1.455 and (iv) the amount that would have been paid during such period if such Series A Share had been converted into Common Shares at the Conversion Rate immediately prior to the start of such period. To the extent that non-cash dividends have been paid on the Common Shares during a period, the amount payable under (ii) and (iv) above shall include the cash equivalent value of such non-cash dividends determined as of the date payment was made to the holders of Common Shares. Such dividends shall accrue from and including the date of issue of such shares and, subject as hereinafter provided, shall be payable semi-annually on the o day of each of o and o in each year (each of which dates is hereinafter referred to as a "dividend payment date"). The first dividend payment date shall be ___, 2000.
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Declaration and Payment of Dividends. At the request of Pledgee, Borrower agrees to cause each of its Subsidiaries that is a party to any Contract to declare and pay dividends with respect to its capital stock in the maximum amount then legally payable under applicable law to the full extent of payments received by such Subsidiaries in respect of the "Transferor's Interest" under each Contract, and to direct that each such Subsidiary pay such dividends directly to Pledgee. Borrower further agrees that a breach of any of the covenants contained in this Section 5(k) will cause irreparable injury to Pledgee and Secured Parties, and that Pledgee and Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, agrees that each and every covenant contained in this Section 5(k) shall be specifically enforceable against Borrower, and that Borrower hereby waives and agrees, to the fullest extent permitted by law, not to assert
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Declaration and Payment of Dividends. The directors may from time to time by resolution declare and the Corporation may pay dividends on its issued shares, subject to the provisions (if any) of the Corporation’s articles. The directors shall not declare and the Corporation shall not pay a dividend if there are reasonable grounds for believing that:
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Declaration and Payment of Dividends. The Board of Trustees of the Company has authorized, and the Company has declared, a dividend, payable to the holders of record of Series B Preferred Shares as of the Effective Date, in an amount equal to all accrued and unpaid dividends on the Series B Preferred Shares through and including the IPO Closing Date of either a Qualified IPO or a Tier II IPO, including, without limitation, all accrued but unpaid dividends which have been added to the Series B Accrued Amount (as defined in the New Declaration of Trust) and any accrued but unpaid dividends on the Series B Preferred Shares through the Company’s 2017 fiscal year and through each fiscal quarter ended prior to the IPO Closing Date, in each case, pursuant to Section 6.4(d)(ii) of the New Declaration of Trust but calculated as of the applicable IPO Closing Date even if prior to February 1, 2018. Such dividend shall be contingent on a Qualified IPO Closing or a Tier II IPO Closing and payable on the IPO Closing Date of such Qualified IPO or a Tier II IPO. The foregoing dividend may not be revoked without the consent of the holders of the Series B Preferred Shares.
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Declaration and Payment of Dividends. (a) ML Information Technology shall not declare any dividend at any time without the Beneficiary’s prior written consent, unless and until all sums due to the Beneficiary under the Loan Agreement and each of the other Principal Agreements have been unconditionally and irrevocably paid and all Obligations under the Principal Agreements have been fully discharged.
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Related to Declaration and Payment of Dividends

  • 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.

  • 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 Dividend The Selling Fund, prior to the Closing, has declared a dividend or dividends, which, together with all previous such dividends, shall have the effect of distributing to the Selling Fund shareholders (i) all of the excess of (x) the Selling Fund's investment income excludable from gross income under Section 103 of the Code over (y) the Selling Fund's deductions disallowed under Sections 265 and 171 of the Code, (ii) all of the Selling Fund's investment company taxable income as defined in Section 852 of the Code (in each case computed without regard to any deduction for dividends paid) and (iii) all of the Selling Fund's net capital gain realized (after reduction for any capital loss carryover), in each case for the current taxable year (which will end on the Closing date) and any preceding taxable years for which such a dividend is eligible to be made under Section 855 of the Code.

  • Consideration and Payment The purchase price for the sale of the Purchased Assets sold to the Purchaser on the Closing Date shall equal the estimated fair market value of the Purchased Assets. Such purchase price shall be paid in cash to Santander Consumer in an amount agreed to between Santander Consumer and the Purchaser, and, to the extent not paid in cash by the Purchaser, shall be paid by a capital contribution by Santander Consumer of an undivided interest in such Purchased Assets that increases its equity interest in the Purchaser in an amount equal to the excess of the estimated fair market value of the Purchased Assets over the amount of cash paid by the Purchaser to Santander Consumer.

  • Collection and Payment The Trustees shall have full power and authority to collect all property due to the Trust; to pay all claims, including taxes, against the Trust or Trust Property; to prosecute, defend, compromise, settle or abandon any claims relating to the Trust or Trust Property; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments.

  • Dividends, Distributions and Payments So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or the Guarantor shall have entered into an Extension Period as provided for in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make liquidation payment with respect to, any of the Guarantor's capital stock or (b) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Preferred Securities (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of such Event of Default or the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock or any class of series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversions or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any rights plan, the issuance of rights, stock or other property under any rights plan or the redemption or repurchase of rights pursuant thereto, or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock).

  • Exchange and Payment (a) Prior to the Effective Time, Parent shall appoint an exchange agent to be mutually agreed by the Parties (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent the aggregate per share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) the Payment Fund shall not be invested in any instruments other than direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the government of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Financial Services LLC, respectively, in certificates of deposit, bank repurchase agreements or bankers’ acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), or in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of investment. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock.

  • Adjustment for Certain Dividends and Distributions In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction:

  • Termination and Payment Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement. And upon such termination, Consultant shall provide and deliver to Client any and all outstanding services due through the effective date of this Agreement.

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