Common use of Declaration of Dividends and Distributions Clause in Contracts

Declaration of Dividends and Distributions. Subject to Section ------------------------------------------ 1.16(d) hereof, from and after the date of this Agreement, neither Prentiss nor Mack-Cali shall make any dividend or distribution to its 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 quarterly distributions with respect to the Prentiss Common Shares, Prentiss Series A Preferred Shares or Mack-Cali Common Shares for the dividend for the second quarter of 2000, and for each quarterly dividend thereafter in an amount up to the dividend per share paid by it for the first quarter of 2000; provided, however, the record date for each distribution with respect to the Prentiss Common Shares and Prentiss Series A Preferred Shares shall be the same date as the record date for the quarterly distribution for the Mack-Cali Common Shares as agreed by the parties from time to time. Subject to Section 1.16(d) hereof, from and after the date of this Agreement, Prentiss Partnership shall not make any distribution to the holders of Prentiss Common Units except a distribution per Prentiss Common Unit in the same amount as a dividend per Prentiss Common Share permitted pursuant to this Section 5.10, with the same record and payment dates as such dividend on the Prentiss Common Shares, and shall not make any distribution to the holders of Prentiss Series B Preferred Units or Prentiss Series C Preferred Units except a distribution per such Prentiss Preferred Unit as called for by their respective Certificates of Designation. From and after the date of this Agreement, Mack-Cali Partnership shall not make any distribution to the holders of Mack-Cali Common Units except a distribution per Mack-Cali Common Unit in the same amount as a dividend per Mack-Cali Common Share permitted pursuant to this Section 5.10, with the same record and payment dates as such dividend on the Mack-Cali Common Shares, and shall not make any distribution to the holders of Mack-Cali Series A Preferred Units or Mack-Cali Series B Preferred Units except a distribution per such Mack-Cali Preferred Unit as called for by their respective Certificates of Designation. The foregoing restrictions shall not apply, however, to the extent a distribution by Prentiss or Mack-Cali is necessary for Prentiss or Mack-Cali, as applicable, to maintain REIT status.

Declaration of Dividends and Distributions. Subject to Section ------------------------------------------ 1.16(d) hereof, from and after the date of this Agreement, neither Prentiss nor Mack-Cali shall make any dividend or distribution to its 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 quarterly distributions with respect to the Prentiss Common Shares, Prentiss Series A Preferred Shares or Mack-Cali Common Shares for the dividend for the second quarter of 2000, and for each quarterly dividend thereafter in an amount up to the dividend per share paid by it for the first quarter of 2000; provided, however, the record date for each distribution with respect to the Prentiss Common Shares and Prentiss Series A Preferred Shares shall be the same date as the record date for the quarterly distribution for the Mack-Cali Common Shares as agreed by the parties from time to time. Subject to Section 1.16(d) hereof, from and after the date of this Agreement, Prentiss Partnership shall not make any distribution to the holders of Prentiss Common Units except a distribution per Prentiss Common Unit in the same amount as a dividend per Prentiss Common Share permitted pursuant to this Section 5.10, with the same record and payment dates as such dividend on the Prentiss Common Shares, and shall not make any distribution to the holders of Prentiss Series B Preferred Units or Prentiss Series C Preferred Units except a distribution per such Prentiss Preferred Unit as called for by their respective Certificates of Designation. From and after the date of this Agreement, Mack-Cali Partnership shall not make any distribution to the holders of Mack-Cali Common Units except a distribution per Mack-Cali Common Unit in the same amount as a dividend per Mack-Cali Common Share permitted pursuant to this Section 5.10, with the same record and payment dates as such dividend on the Mack-Cali Common Shares, and shall not make any distribution to the holders of Mack-Cali Series A Preferred Units or Mack-Cali Series B Preferred Units except a distribution per such Mack-Cali Preferred Unit as called for by their respective Certificates of Designation. The foregoing restrictions shall not apply, however, to the extent a distribution by Prentiss or Mack-Cali is necessary for Prentiss or Mack-Cali, as applicable, to maintain REIT status.

Declaration of Dividends and Distributions. Subject to Section ------------------------------------------ 1.16(d) hereof, from From and after the date of this Agreement, neither Prentiss Cornerstone nor Mack-Cali Colonial 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 Colonial Preferred Shares or Cornerstone Series A Preferred Shares, (b) subject to the immediately following paragraph, quarterly distributions with respect to the Prentiss Common Shares, Prentiss Series A Preferred Shares or Mack-Cali Cornerstone Common Shares for of up to $0.20 per share during the dividend for the second quarter of 2000ending March 31, 2005 and for each quarter thereafter, and (c) quarterly dividend thereafter in an amount distributions with respect to the Colonial Common Shares of up to the dividend $0.67 per share paid by it for during the first quarter of 2000ending December 31, 2004 and up to $0.675 per share during each quarter thereafter; provided, however, the record date for each distribution with respect to the Prentiss Cornerstone Common Shares and Prentiss Series A Preferred Shares shall be the same date as the record date for the quarterly distribution for the Mack-Cali Colonial Common Shares Shares, as agreed provided to Cornerstone by notice not less than twenty (20) days prior to the parties from time to timerecord date for any quarterly Colonial distribution. Subject to Section 1.16(d) hereof, from From and after the date of this Agreement, Prentiss Cornerstone Partnership shall not make any distribution to the holders of Prentiss Common Cornerstone OP Units except a distribution per Prentiss Common Unit in distributions required under the same amount as a Cornerstone Partnership Agreement based on the dividend per Prentiss share of Cornerstone Common Share Shares permitted pursuant to this Section 5.10, with the same record and payment dates as such dividend on the Prentiss Cornerstone Common Shares. Unless Cornerstone shall have advised Colonial in writing that no IRS Agreement (as defined herein) shall be requested pursuant to Section 5.16 (and that an opinion as to the qualification of Cornerstone as a REIT satisfying the conditions of Section 6.2(d) herein is contemporaneously delivered to Colonial), and then, notwithstanding anything to contrary contained in this Section 5.10, Cornerstone shall not make any dividend or distribution to the its holders of Prentiss Series B Preferred Units or Prentiss Series C Preferred Units Cornerstone Common Shares, except as set forth below to satisfy the Deficiency Dividend Amount (as defined below), until Cornerstone shall have obtained the IRS Agreement contemplated by Section 5.16 and all matters covered by the request for such IRS Agreement shall have been resolved in such IRS Agreement. If Cornerstone shall have obtained an IRS Agreement that requires the payment of a distribution per such Prentiss Preferred Unit as called for by their respective Certificates "deficiency dividend" (within the meaning of Designation. From Section 860 of the Code) (a "Deficiency Dividend," and after the date amount of this all Deficiency Dividends under the IRS Agreement, Mack-Cali Partnership the "Deficiency Dividend Amount"), whether or not such IRS Agreement resolves all matters covered by such request, then Cornerstone shall (i) not make any dividend or distribution to the its holders of Mack-Cali Cornerstone Common Units Shares, except as provided in clause (ii) below, and (ii)(A) first, to the extent not already contemplated by such IRS Agreement, seek an additional IRS Agreement to have distributions paid to holders of Cornerstone Common Shares during the year ended December 31, 2004 that otherwise would not be treated as dividends for federal income tax purposes recharacterized by the IRS as a "deficiency dividend" in satisfaction of the Deficiency Dividend Amount, unless Cornerstone, after good faith consultation with Colonial, reasonably determines that it is likely that such additional IRS Agreement cannot be obtained, (B) second, to the extent the preceding clause (A) does not satisfy the Deficiency Dividend Amount, declare and make quarterly distributions to holders of Cornerstone Common Shares of up to $0.20 per share for each quarter after the quarter ending December 31, 2004 in satisfaction of the Deficiency Dividend Amount (provided that, no portion of the quarterly distribution shall be treated as having satisfied the Deficiency Dividend Amount if, and to the extent, that such treatment would result in Cornerstone being required to pay a Final Closing Dividend (that is, a dividend either to satisfy the requirements of Section 857(a)(1) of the Code for the taxable year of Cornerstone ending at the Effective Time of the Merger and/or December 31, 2004 and/or a dividend to avoid the payment of any Tax with respect to undistributed income or gain for either such year)), and (C) third, to the extent the preceding clause (B) does not satisfy the Deficiency Dividend Amount, declare and make a distribution per Mack-Cali (the "Closing Deficiency Dividend") to holders of Cornerstone Common Unit Shares, the record date for which shall be no later than the close of business on the sixth business day prior to the Effective Time of the Merger, in an amount equal to the Deficiency Dividend Amount not satisfied by the preceding clauses (A) and (B) (such amount, the "Closing Dividend Deficiency Amount") (any distributions payable under this clause (C) to holders of Cornerstone Common Shares shall be paid on the third business day immediately preceding the Closing Date, unless otherwise required by the IRS Agreement). For any distribution required by the preceding clause (B), the record date for each distribution with respect to the Cornerstone Common Shares shall be the same amount date as a dividend per Mack-Cali the record date for the quarterly distribution for the Colonial Common Share permitted Shares, as provided to Cornerstone by notice not less than twenty (20) days prior to the record date for any quarterly Colonial distribution; provided, however, that if Cornerstone shall have deferred the payment of any regular quarterly distribution pursuant to this Section 5.10paragraph and Colonial shall have made a distribution for the corresponding quarter, with then Cornerstone shall be permitted to make the same record and payment dates as such dividend on date for its quarterly distribution described in the Mack-Cali Common Shares, and shall not make any distribution preceding clause (B) prior to the holders of Mack-Cali Series A Preferred Units or Mack-Cali Series B Preferred Units except a distribution per such Mack-Cali Preferred Unit as called record date for by their respective Certificates of Designationthe next succeeding Colonial quarterly distribution. The foregoing restrictions shall not apply, however, to the extent a distribution (or an increase in a distribution) by Prentiss Cornerstone or Mack-Cali Colonial is necessary for Prentiss Cornerstone or Mack-Cali, as applicable, Colonial 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. Notwithstanding the foregoing, in the event that any prior dividends or distributions of Cornerstone have been treated as being in satisfaction of the Dividend Deficiency Amount but not as part of the Closing Deficiency Dividend Amount and Cornerstone would be required to pay a dividend or distribution that is described in the preceding sentence, then an amount equal to the lesser of such dividend or distribution described in the preceding sentence or the amount of prior dividends or distributions of Cornerstone that have been treated as being in satisfaction of the Dividend Deficiency Amount shall be treated as a Closing Deficiency Dividend Amount and not as a dividend or distribution within the scope of the preceding sentence.

Declaration of Dividends and Distributions. Subject to Section ------------------------------------------ 1.16(d) hereof, from From and after the date of this Agreement, neither Prentiss Cornerstone nor Mack-Cali Colonial 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 Colonial Preferred Shares or Cornerstone Series A Preferred Shares, (b) subject to the immediately following paragraph, quarterly distributions with respect to the Prentiss Common Shares, Prentiss Series A Preferred Shares or Mack-Cali Cornerstone Common Shares for of up to $0.20 per share during the dividend for the second quarter of 2000ending March 31, 2005 and for each quarter thereafter, and (c) quarterly dividend thereafter in an amount distributions with respect to the Colonial Common Shares of up to the dividend $0.67 per share paid by it for during the first quarter of 2000ending December 31, 2004 and up to $0.675 per share during each quarter thereafter; provided, however, the record date for each distribution with respect to the Prentiss Cornerstone Common Shares and Prentiss Series A Preferred Shares shall be the same date as the record date for the quarterly distribution for the Mack-Cali Colonial Common Shares Shares, as agreed provided to Cornerstone by notice not less than twenty (20) days prior to the parties from time to timerecord date for any quarterly Colonial distribution. Subject to Section 1.16(d) hereof, from From and after the date of this Agreement, Prentiss Cornerstone Partnership shall not make any distribution to the holders of Prentiss Common Cornerstone OP Units except a distribution per Prentiss Common Unit in distributions required under the same amount as a Cornerstone Partnership Agreement based on the dividend per Prentiss share of Cornerstone Common Share Shares permitted pursuant to this Section 5.10, with the same record and payment dates as such dividend on the Prentiss Cornerstone Common Shares. Unless Cornerstone shall have advised Colonial in writing that no IRS Agreement (as defined herein) shall be requested pursuant to Section 5.16 (and that an opinion as to the qualification of Cornerstone as a REIT satisfying the conditions of Section 6.2(d) herein is contemporaneously delivered to Colonial), and then, notwithstanding anything to contrary contained in this Section 5.10, Cornerstone shall not make any dividend or distribution to the its holders of Prentiss Series B Preferred Units or Prentiss Series C Preferred Units Cornerstone Common Shares, except as set forth below to satisfy the Deficiency Dividend Amount (as defined below), until Cornerstone shall have obtained the IRS Agreement contemplated by Section 5.16 and all matters covered by the request for such IRS Agreement shall have been resolved in such IRS Agreement. If Cornerstone shall have obtained an IRS Agreement that requires the payment of a distribution per such Prentiss Preferred Unit as called for by their respective Certificates “deficiency dividend” (within the meaning of Designation. From Section 860 of the Code) (a “Deficiency Dividend,” and after the date amount of this all Deficiency Dividends under the IRS Agreement, Mack-Cali Partnership the “Deficiency Dividend Amount”), whether or not such IRS Agreement resolves all matters covered by such request, then Cornerstone shall (i) not make any dividend or distribution to the its holders of Mack-Cali Cornerstone Common Units Shares, except as provided in clause (ii) below, and (ii)(A) first, to the extent not already contemplated by such IRS Agreement, seek an additional IRS Agreement to have distributions paid to holders of Cornerstone Common Shares during the year ended December 31, 2004 that otherwise would not be treated as dividends for federal income tax purposes recharacterized by the IRS as a “deficiency dividend” in satisfaction of the Deficiency Dividend Amount, unless Cornerstone, after good faith consultation with Colonial, reasonably determines that it is likely that such additional IRS Agreement cannot be obtained, (B) second, to the extent the preceding clause (A) does not satisfy the Deficiency Dividend Amount, declare and make quarterly distributions to holders of Cornerstone Common Shares of up to $0.20 per share for each quarter after the quarter ending December 31, 2004 in satisfaction of the Deficiency Dividend Amount (provided that, no portion of the quarterly distribution shall be treated as having satisfied the Deficiency Dividend Amount if, and to the extent, that such treatment would result in Cornerstone being required to pay a Final Closing Dividend (that is, a dividend either to satisfy the requirements of Section 857(a)(1) of the Code for the taxable year of Cornerstone ending at the Effective Time of the Merger and/or December 31, 2004 and/or a dividend to avoid the payment of any Tax with respect to undistributed income or gain for either such year)), and (C) third, to the extent the preceding clause (B) does not satisfy the Deficiency Dividend Amount, declare and make a distribution per Mack-Cali (the “Closing Deficiency Dividend”) to holders of Cornerstone Common Unit Shares, the record date for which shall be no later than the close of business on the sixth business day prior to the Effective Time of the Merger, in an amount equal to the Deficiency Dividend Amount not satisfied by the preceding clauses (A) and (B) (such amount, the “Closing Dividend Deficiency Amount”) (any distributions payable under this clause (C) to holders of Cornerstone Common Shares shall be paid on the third business day immediately preceding the Closing Date, unless otherwise required by the IRS Agreement). For any distribution required by the preceding clause (B), the record date for each distribution with respect to the Cornerstone Common Shares shall be the same amount date as a dividend per Mack-Cali the record date for the quarterly distribution for the Colonial Common Share permitted Shares, as provided to Cornerstone by notice not less than twenty (20) days prior to the record date for any quarterly Colonial distribution; provided, however, that if Cornerstone shall have deferred the payment of any regular quarterly distribution pursuant to this Section 5.10paragraph and Colonial shall have made a distribution for the corresponding quarter, with then Cornerstone shall be permitted to make the same record and payment dates as such dividend on date for its quarterly distribution described in the Mack-Cali Common Shares, and shall not make any distribution preceding clause (B) prior to the holders of Mack-Cali Series A Preferred Units or Mack-Cali Series B Preferred Units except a distribution per such Mack-Cali Preferred Unit as called record date for by their respective Certificates of Designationthe next succeeding Colonial quarterly distribution. The foregoing restrictions shall not apply, however, to the extent a distribution (or an increase in a distribution) by Prentiss Cornerstone or Mack-Cali Colonial is necessary for Prentiss Cornerstone or Mack-Cali, as applicable, Colonial 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. Notwithstanding the foregoing, in the event that any prior dividends or distributions of Cornerstone have been treated as being in satisfaction of the Dividend Deficiency Amount but not as part of the Closing Deficiency Dividend Amount and Cornerstone would be required to pay a dividend or distribution that is described in the preceding sentence, then an amount equal to the lesser of such dividend or distribution described in the preceding sentence or the amount of prior dividends or distributions of Cornerstone that have been treated as being in satisfaction of the Dividend Deficiency Amount shall be treated as a Closing Deficiency Dividend Amount and not as a dividend or distribution within the scope of the preceding sentence.