Dividend Policy Clause Samples

Dividend Policy. (a) Subject to clause 9.3(b), the Dividend policy of the Group will be as agreed by the Board from time to time. (b) The Board shall be permitted to declare a Dividend or recommend that a Dividend be paid only if: (i) the Dividend is not prohibited by statute or the general law; and (ii) when making its determination, it takes into account the Annual Business Plan, Long Term Business Plan and the working capital requirements, debt repayment obligations, banking covenants and operational requirements of the relevant Group Company.

Dividend Policy. Pursuant to the Prospectus, the Company may issue distributing and accumulating share classes. The Company will not declare dividends and distributions will not be made in respect of accumulating share classes; and income and other profits will be accumulated and reinvested. Dividends declared on distributing share classes will be paid out of the total income of the applicable share class net of any relevant expenses. Dividends will normally be declared on the shares of distributing share classes with a view to being paid either monthly, quarterly or semi- annual frequencies. The details regarding the distribution frequencies of various share classes shall be disclosed to investors and prospective investors.

Dividend Policy. It is not the intention of the Board of Directors of the Company to make distributions of net income by the way of dividends. Any net income will be accumulated and reflected in the Fund’s Net Asset Value.

Dividend Policy. 5.1 The Preferred Class A Shares shall have the right to the preferential payment of dividends as set out in this Agreement and the Articles. 5.2 Subject to the Company complying with its statutory obligations and unless the Ordinary Shareholders and the Preferred Shareholders agree otherwise by a unanimous vote of the Ordinary Shareholders and the Preferred Shareholders in relation to any particular Financial Year, the Company shall, and each of the Ordinary Shareholders and the Preferred Shareholders shall procure that the Company shall, take all reasonable steps to maximize the profits available for distribution and shall distribute, and each of the Ordinary Shareholders and the Preferred Shareholders agrees to vote all Ordinary Shares and/or Preferred Class A Shares it then owns to cause the Company to distribute, by way of dividend, the amounts set out in Clause 5.3 below to the Preferred Shareholders in accordance with the provisions of this Clause 5 (Dividend Policy). 5.3 Subject to Clause 5.6 and to the extent permissible by Applicable Law, the Company shall, and the Ordinary Shareholders shall procure that the Company shall, prior to distributing any Distributable Dividends to the Ordinary Shareholders effect distribution to the Preferred Shareholders, pro rata to their holding of Preferred Class A Shares as at the date of the distribution, by way of dividend to the Preferred Shareholders on their respective interests in the aggregate Preference Amount, net of any applicable withholding tax in Turkey (to the extent such taxes are not recoverable by the relevant Preferred Shareholder) from (and including) the: (i) Completion Date to (but excluding) the first anniversary of the Completion Date (the “First Reset Date”), an aggregate amount of USD 7,500,000, being equivalent to 5% of the Preference Amount per annum; and (ii) First Reset Date to (but excluding) the second anniversary of the Completion Date (the “Second Reset Date”), in an aggregate amount of USD 9,000,000, being equivalent to 6% of the Preference Amount per annum; and (iii) Second Reset Date to (but excluding) the third anniversary of the Completion Date (the “Third Reset Date”), in an aggregate amount of USD 10,500,000, being equivalent to 7% of the Preference Amount per annum; and (iv) Third Reset Date to (but excluding) the fourth anniversary of the Completion Date in an aggregate amount of USD 13,500,000, being equivalent to 9% of the Preference Amount per annum. 5.4 To the extent ...

Dividend Policy. TSIA has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the Post-Combination Company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Post-Combination Company’s board of directors at such time. The Post-Combination Company’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements. Historical market price for Latch’s capital stock is not provided because there is no public market for Latch’s capital stock. See “Latch’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This proxy statement/prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of TSIA and Latch. These statements are based on the beliefs and assumptions of the management of TSIA and Latch. Although ▇▇▇▇ and ▇▇▇▇▇ believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither ▇▇▇▇ nor Latch can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes”, “estimates”, “expects”, “projects”, “forecasts”, “may”, “might”, “will”, “should”, “seeks”, “plans”, “scheduled”, “possible”, “anticipates” or “intends” or similar expressions. Forward-looking statements contained in this proxy statement/prospectus include, but are not limited to, statements about the ability of TSIA and Latch prior to the Business Combination, and the Post- Combination Company following the Business Combination, to: • execute its business ...

Dividend Policy. Subject to the Board’s determination that the Company and its Subsidiaries have sufficient legal reserves, the Parties agree to procure that the Company’s dividend policy will be to distribute an amount equivalent to a minimum of 50% of Free Cash Flow from Kyivstar and 50% of Free Cash Flow from VimpelCom’s Russian operations, provided such policy will maintain the Company and its Subsidiaries within the range of a reasonable level of leverage as measured by debt/EBITDA and debt/equity ratios. The exact amount and timing of any dividend declarations and payments will require, subject to the requirements of applicable Law, the affirmative vote of at least five (5) Directors.

Dividend Policy. Subject to the prudent retention of profits by way of reserve, to each Company’s obligations to financiers, and to the working capital and cash flow requirements of the Companies, the Companies shall distribute, by way of dividend in respect of each of their financial years, and as soon as reasonably practicable after the end of each financial year and on an interim basis at the end of each quarter of each financial year, such of their profits as are available for distribution in accordance with applicable law.

Dividend Policy. The Company shall modify its dividend policy to state that, subject to compliance with any restrictive covenants in any of the Company’s existing debt facilities, the Company shall consider in good faith the issuance of dividends or share buybacks, from time to time, from the Company’s annual net cash flow.

Dividend Policy. Subject to Section 4.4(i), ITC Investments and ITC shall maintain in effect a dividend policy that is approved by the ITC Investments Board and ITC Board (respectively) in accordance with the ITC Investments Bylaws and the ITC Bylaws (respectively it being understood and agreed that it is the intent of the parties that such dividend policy reflect the intent of maintaining ITC’s investment grade status and promoting an efficient capital structure of ITC Investments and ITC. As of the date hereof, the dividend policy of ITC Investments and ITC is as set forth on Exhibit B.