Declaration of Dividends and Distributions. From and after the date of this Agreement, Seller shall not make any dividend or distribution to its stockholders without the prior written consent of Buyer; provided, however, the written consent of Buyer shall not be required for the authorization and payment of quarterly distributions (i) with respect to the Seller Common Shares, (a) for the dividend for the second and third quarters of 1999 (i.e., $.25 per share with a record date of May 1, 1999 and August 1, 1999) and (b) as permitted under Section 1.2(g), and (ii) with respect to the Seller Preferred Shares for the dividend for the second quarter of 1999 and for each quarterly dividend thereafter in the amounts provided for in the Certificate of Designation in respect of the Seller Preferred Shares. From and after the date of this Agreement, Seller Partnership shall not make any distribution to the holders of Seller OP Units except a distribution per Seller OP Unit in the same amount as a dividend per Seller Common Share permitted pursuant to this Section 5.9 (including without limitation pursuant to the following paragraph), with the same record and payment dates as such dividend on the Seller Common Shares. The foregoing restrictions shall not apply, however, to the extent a distribution by Seller is necessary for Seller to maintain REIT status or to prevent Seller from having to pay federal income tax; provided that in the event of such a distribution, the aggregate cash consideration payable to holders of Seller Common Shares in the Merger shall be reduced by the aggregate amount of such distribution, and the Common Merger Consideration per share shall be reduced accordingly. Notwithstanding the foregoing, if the Effective Time occurs on a date after November 1, 1999, the Seller may declare or establish a record date and set aside funds for payment of a dividend for the period commencing November 1, 1999 and ending on the date on which the Effective Time occurs (the "Partial Period"). The amount of the dividend per Seller Common Share for such Partial Period shall equal a fraction, (I) the numerator of which equals (a) $.25, times (b) the number of days comprising such Partial Period, and (II) the denominator of which is 90.
Declaration of Dividends and Distributions. From and after the date of this Agreement, JP shall not make any dividend or distribution to its stockholders without the prior written consent of GGP and GGP Partnership; provided, however, the written consent of GGP and GGP Partnership shall not be required for the authorization and payment of (a) quarterly distributions with respect to the JP Common Stock of up to $0.51 per share for the quarter ending March 31, 2002 and, if the Closing occurs after March 31, 2002, up to $0.51 per share for each full quarter thereafter, with the dividend for the quarter in which the Closing occurs to be prorated for the number of days in such quarter elapsed prior to the Closing and (b) quarterly distributions with respect to the Price Group Stock of up to $0.408 per share for the quarter ending March 31, 2002 and, if the Closing occurs after March 31, 2002, up to $0.408 per share for each full quarter thereafter, with the dividend for the quarter in which the Closing occurs to be prorated for the number of days in such quarter elapsed prior to the Closing (each such per share amount in (b) being 80% of the corresponding per share amount in (a)), provided that JP shall notify GGP and GGP Partnership of the proposed record date for any such distribution prior to such date. From and after the date of this Agreement, PDC LP shall not make any distribution to the holders of PDC OP Units except (a) a distribution per JP Common OP Unit in the same amount as a dividend per share of JP Common Stock permitted pursuant to this Section 5.9, with the same record and payment dates as such dividend on JP Common Stock and (b) quarterly dividends with respect to the PDC Preferred OP Units which are required by the terms of the PDC LP Agreement. The foregoing restrictions shall not apply, however, to the extent a distribution (or an increase in a distribution) by JP is permitted under Section 1.8(d), or is necessary for JP to maintain REIT status, avoid the incurrence of any Taxes under Section 857 of the Code, avoid the imposition of any excise Taxes under Section 4981 of the Code, or avoid the need to make one or more extraordinary or disproportionately larger distributions to meet any of the three preceding objectives.
Declaration of Dividends and Distributions. From and after the date of this Agreement, Wellsford shall not make any dividend or distribution to its shareholders without the prior written consent of EQR; provided, however, the written consent of EQR shall not be required for the distribution of Newco shares pursuant to the Spin-Off and for the authorization and payment of quarterly distributions with respect to the Wellsford Common Shares of up to $0.485 per share, the Wellsford Series A Preferred Shares of up to $0.4375 per share and the Wellsford Series B Preferred Shares of up to $0.603125 per share; provided, however, the record date for each distribution with respect to the Wellsford Common Shares shall be the same date as the record date for the quarterly distribution for the Common Shares of EQR as provided to Wellsford by notice not less than twenty (20) business days prior to the record date for any quarterly EQR distribution; provided, however, in the event EQR has not notified Wellsford of the record date for a quarterly distribution with respect to the EQR Common Shares for any quarter prior to the last twenty (20) business days of such quarter, Wellsford may authorize a distribution on the Wellsford Common Shares, subject to the terms and conditions of this Section 5.13. Notwithstanding the foregoing, if EQR is to be the Surviving Trust, Wellsford may make distributions to its shareholders in excess of the foregoing amounts without the consent of EQR but only to the extent such distributions are required to comply with the minimum distribution requirements set forth in Section 857(b) of the Code.
Declaration of Dividends and Distributions. From and after the date of this Agreement, neither Spieker nor Equity Office shall make any dividend or distribution to its respective stockholders or shareholders without the prior written consent of the other party; provided, however, the written consent of the other party shall not be required for the authorization and payment of (a) distributions at their respective stated dividend or distribution rates with respect to Equity Office Existing Preferred Shares or any series of Spieker Preferred Stock, (b) quarterly distributions with respect to the Spieker Common Stock of $0.70 per share for the quarter ending March 31, 2001 and each quarter thereafter, subject to increase as set forth below and (c) quarterly distributions with respect to the Equity Office Common Shares of up to $0.45 per share for the quarter ending March 31, 2001 and for each quarter thereafter; provided, however, the record date for each distribution with respect to the Spieker Common Stock shall be the same date as the record date for the quarterly distribution for the Equity Office Common Shares, as provided to Spieker by notice not less than twenty (20) business days prior to the record date for any quarterly Equity Office distribution. Within 30 days of the date of this Agreement, Spieker shall prepare and present to Equity Office a financial plan showing in reasonable detail the expected management of its operations, including any asset dispositions, and its estimated taxable income (including allowable deductions attributable to payments required to be made by Spieker prior to the Effective Time under the Spieker special severance policy and allowable deductions attributable to the vesting of restricted stock of Spieker set forth on Schedule 5.8(d) prior to the Effective Time) in a manner that results in no required Final Spieker Dividend in order for Spieker, at the Effective Time of the Merger, to satisfy the requirement of the Section 857(a)(1) for the short taxable year of Spieker ending at such time (and to avoid the payment of any tax with respect to any undistributed income or gain for such year). Such plan shall include the projected required quarterly dividends per share of Spieker Common Stock necessary to ensure that no Final Spieker Dividend is required to be paid, which quarterly dividends shall be not less than $0.70 per share nor result in a “return of capital” per share of Spieker Common Stock that exceeds one percent (1%) of the projected dividends per share. Up...
Declaration of Dividends and Distributions. From and after the date of this Agreement, the Company shall not make any dividend or other distribution to its stockholders without the prior written consent of Acquiror, except for (i) payment of dividends on Common Shares consistent with prior practice exemplified by the last full quarter prior to the date of this Agreement, and (ii) payment of monthly dividends on Preferred Shares in the amounts provided for in its Articles Supplementary. From and after the date of this Agreement, G & L Operating Partnership shall not make any distribution to its partners except a distribution per Partnership Unit in the same amount as dividends on the Common Shares and Preferred Shares with the same record and payment dates as such dividends on the Common Shares and Preferred Shares. The foregoing restrictions, and Section 4.3(ix), shall not apply, however, to the extent a distribution by the Company is necessary for the Company to maintain REIT status or to prevent the Company from having to pay federal income or excise tax.
Declaration of Dividends and Distributions. From and after the date of this Agreement, except as provided for in Section 1.11(d), neither Crown nor PREIT shall make any dividend or distribution to its respective shareholders without the prior written consent of the other party; provided, however, the written consent of the other party shall not be required for the authorization and payment of (a) distributions at their respective stated dividend or distribution rates with respect to Crown Senior Preferred Shares, (b) quarterly distributions with respect to the Crown Common Shares of $.2125 per share for the quarter ended March 31, 2003 and $.2150 per share for the quarter ending June 30, 2003 and for each quarter thereafter and (c) quarterly distributions with respect to the PREIT Common Shares of up to $.54 per share; provided, however, the record and payment dates for each distribution with respect to the Crown Common Shares shall be the same dates as the record and payment dates, respectively, for the quarterly distribution for the PREIT Common Shares, such record and payment dates to be mutually and reasonably agreed to by Crown and PREIT. From and after the date of this Agreement, except as provided in Section 1.11(d), Crown Partnership shall not make any distribution to the holders of Crown OP Units except a distribution per Crown OP Unit in the same amount as a dividend per Crown Common Share or Crown Preferred Share permitted pursuant to this Section 5.10, with the same record and payment dates as such dividend on the Crown Common Share or the Crown Preferred Share, as applicable. From and after the date of this Agreement, except as provided in Section 1.11(d) and except as contemplated in the Crown Partnership Distribution Agreement, PREIT Partnership shall not make any distribution to the holders of PREIT OP Units except a distribution per PREIT OP Unit in the same amount as a dividend per PREIT Common Share permitted pursuant to this Section 5.10, with the same record and payment dates as such dividend on the PREIT Common Share, as applicable. The foregoing restrictions shall not apply, however, (i) to PREIT to the extent a distribution (or an increase in a distribution) by PREIT is necessary for PREIT to maintain REIT status, avoid the incurrence of any taxes under Section 857 of the Code, avoid the imposition of any excise taxes under Section 4981 of the Code, or avoid the need to make one or more extraordinary or disproportionately larger distributions to meet any of the three precedin...
Declaration of Dividends and Distributions. From and after the date of this Agreement, neither the Company, nor any of the Company Subsidiaries shall make any dividend or distribution to its shareholders without the prior written consent of ERP.
Declaration of Dividends and Distributions. From and after the date of this Agreement, EWR shall not make any dividend or distribution to its shareholders without the prior written consent of EQR; provided, however, the written consent of EQR shall not be required for the authorization and payment of quarterly distributions with respect to the EWR Common Shares of up to $0.41 per share for the dividend for the third quarter of 1997 and an amount per share for each quarterly dividend thereafter not to exceed 50% of the dividend on an EQR Common Share for such quarter; provided, however, the record date for each distribution with respect to the EWR Common Shares (other than the dividend for the third quarter of 1997) shall be the same date as the record date for the quarterly distribution for the EQR Common Shares as provided to EWR by notice not less than twenty (20) business days prior to the record date for any quarterly EQR distribution. From and after the date of this Agreement, EWR Partnership shall not make any distribution to the holders of EWR OP Units except a distribution per EWR OP Unit in the same amount as a dividend per EWR Common Share permitted pursuant to this Section, with the same record and payment dates as such dividend on the EWR Common Shares. The foregoing restrictions shall not apply, however, to the extent necessary for EWR to maintain REIT status.
Declaration of Dividends and Distributions. From and after the date of this Agreement, except for the Spin-Off, Bristol will not declare or pay any dividend or distribution to its stockholders. From and after the date of this Agreement, FelCor will not declare or pay any dividend or other distribution to the stockholders except in accordance with Schedule 4.2 to the FelCor Disclosure Letter.
Declaration of Dividends and Distributions. From and after the date of this Agreement, Merry Land shall not make any dividend or distribution to its shareholders without the prior written consent of EQR; provided, however, the written consent of EQR shall not be required for (i) the distribution of Spinco shares pursuant to the Spin-Off, (ii) the authorization and payment of quarterly distributions with respect to the Merry Land Series A Shares of up to $0.4375 per share, the Merry Land Series B Shares of up to $0.5513 per share, the Merry Land Series C Shares of up to $0.5375 per share, the Merry Land Series D Shares of up to $1.0363 per share, and the Merry Land Series E Shares of up to $0.4765 per share or (iii) the authorization and payment of quarterly distributions with respect to the Merry Land Common Shares (and, if required under the Amended and Restated Partnership Agreement of Merry Land DownREIT, with respect to the DownREIT Units), on a per share (or per unit) basis, of up to$0.41 for the third and fourth quarters of 1998, provided that the record dates for such distributions shall be September 16, 1998, and, provided that the Merger has not previously been consummated, December 16, 1998, respectively.
