DIVIDEND AND DISTRIBUTION POLICY. The Parties agree that it is the intention of the Parties and the Company that no Dividends or Distributions will be declared. Should a Dividend or Distribution be declared at any stage, this will only be with the prior written approval of the Joint Committee, save that if there is no Joint Committee, a Dividend or Distribution may be declared with the approval of 75% or more of the votes of the Shareholders.
DIVIDEND AND DISTRIBUTION POLICY. 12.1 The Shareholders shall cause that unless otherwise expressly agreed by each of the Shareholders in writing or in general meeting, to the extent permitted by Polish law, the aggregate of the full amount of the profits of the Society available for distribution according to the audited accounts for any Financial Year and the accumulated distributable reserves of the Society from prior Financial Years but less accumulated losses shall be distributed by the Society by way of dividend (subject to any obligation on the Society imposed by Polish law to create or maintain any reserve).
DIVIDEND AND DISTRIBUTION POLICY. Subject to the maintenance of prudent profits by way of reserve, and compliance with any financial covenant given by a Company to its lenders in respect of its financing, and subject to the determination by the Board as to the working capital requirements and cash flow conditions of a Company, the Board shall declare and distribute, in respect of each financial year of each Company, the maximum amount of its profits as are determined by the Board to be available for distribution in accordance with applicable laws provided that any such distribution shall be firstly by way of the repayment of principal of any outstanding Shareholders’ Loans (in the Relevant Proportions).
DIVIDEND AND DISTRIBUTION POLICY. 9.1 Subject to circumstances prevailing at the relevant time including in particular the working capital requirements and cash flow conditions of the Company, maintenance of prudent profits by way of reserve, and compliance with any financial covenant given by the Company to its lenders in respect of its financing, the Board shall have the power and discretion (which is not mandatory) to consider and declare dividends to its shareholders in respect of each Financial Year provided that any such distribution shall be firstly by way of the repayment of principal of any outstanding Shareholders’ Loans.
DIVIDEND AND DISTRIBUTION POLICY. 11.1 The Shareholders shall procure that the Company's profit available for distribution in respect of each financial year during the term of this Agreement shall be distributed by the Company to the Shareholders and Authoriszor by way of dividend in accordance with the Business Plan.
DIVIDEND AND DISTRIBUTION POLICY. 12.1. The Board of the Company shall declare and make payment of dividends or distributions to the Parties in relation to the Group from time to time subject to the requirements set out in this Clause 12 and having regard to:
12.1.1. retention in the Group of reasonable amounts of working capital in accordance with prudent business practice;
12.1.2. reasonable provision to cover any contingent requirements for additional finance of the Group (including, in particular, for the maintenance and operation of the Vessels and to meet contingent liabilities under the Transaction Documents to which a Group Company is a party); and
12.1.3. reasonable provision to cover any contingent requirements in respect of Distribution payments to be made to the holder(s) of B Shares in accordance with Clause 12.3.
12.2. The Parties, in their capacity as Shareholders, shall endeavour to ensure that the terms of any Approved Finance restrict to the least possible extent payment of dividends or distributions to the Company in its capacity as sole shareholder of each Owner.
12.3. Any Distribution which is not a Liquidating Distribution will be made in accordance with Clause 12.1 among the holders of the A Shares on a pari passu basis pro rata to their Shareholdings. If the Company makes a Liquidating Distribution any such Distribution shall be distributed as follows:
12.3.1. first, 100 (one hundred) per cent. among the holders of the A Shares on a pari passu basis pro rata to their Shareholdings until the Investors and their respective Affiliates have collectively achieved a 10 (ten) per cent. IRR on their Original Investment, taking into account any preceding Distributions (Tranche 1 Return);
12.3.2. after the Investors have received the Tranche I Return but until the Investors have received the Tranche 2 Return: (i) 90 (ninety) per cent. of all Distributions among the holders of the A Shares on a pari passu basis pro rata to their Shareholdings until the Investors and their respective Affiliates have collectively achieved a 20 (twenty) per cent. IRR on their Original Investment (taking into account any preceding Distributions) (Tranche 2 Return); and (ii) 10 (ten) per cent. of all Distributions among the holders of the B Shares on a pari passu basis pro rata to their holdings;
12.3.3. after the Investors have received the Tranche 2 Return but until the Investors have received the Tranche 3 Return: (i) 80 (eighty) per cent. of all Distributions among the holders of the A Shares o...
DIVIDEND AND DISTRIBUTION POLICY. 4.1 Any distribution of dividends shall be made by the Company to the Shareholders pro rata to the holding of Ordinary Shares.
DIVIDEND AND DISTRIBUTION POLICY. Subject to the circumstances prevailing at the relevant time including, in particular, the working capital requirements of the Company and the Company’s banking obligations, the Company shall distribute by way of dividends a minimum of 50% of its trading profits after tax in accordance with the articles of association of the Company in respect of each financial year such profits as are then lawfully available for distribution as soon as the audited account of the latest fiscal year is available, or June 30th, whichever is earlier.
DIVIDEND AND DISTRIBUTION POLICY. Subject to the circumstances prevailing at the relevant time including, in particular, the working capital requirements of the Company and the Company’s banking obligations, the Company shall distribute by way of dividends a minimum of 75% of its trading profits after tax in accordance with the articles of association of the Company in respect of each financial year such profits as are then lawfully available for distribution as soon as the audited account of the latest fiscal year is available. If the audited account is not ready by April 30, a provisional dividend shall be distributed, using 80% of trading profits after tax based on Management Accounts as the base for calculation; for the avoidance of doubt, this means the provisional dividend would be 75% of 80% of trading profits after tax based on Management Accounts. When the audited account is available, the remaining balance of dividends shall be distributed based on the trading profits after tax from the audited account.
DIVIDEND AND DISTRIBUTION POLICY. Surrender of Losses Eligible for Tax Relief .................................................................... Schedules ......................................................................................................................
