Dividend Preference. The Series A Stock will have the following dividend provisions:
(a) Dividends will automatically accrue with respect to issued and outstanding shares of Series A Stock at the annual rate of 12% (on the basis of a 360-day year) on the Series A Liquidation Amount for that stock and be payable quarterly in arrears on January 1, April 1, July 1, and October 1 (an “Dividend Date”) of each year (the “Preferred Dividend”). The Preferred Dividend will be pro-rated for any partial quarter. The Preferred Dividend shall be payable to the Holder of the Series A Stock (i) in cash in an amount equal to one-half (1/2) of the Preferred Dividend due on such Dividend Date, and (ii) in additional shares of Series A Stock, with the number of shares equal to the remaining one-half (1/2) of the Preferred Dividend divided by the Conversion Price as of the applicable Dividend Date).
(b) The Holders of shares of Series A Stock will be entitled to receive dividends out of any assets legally available therefor, prior and in preference to any declaration or payment of any dividend (payable other than in Common Stock or other securities and rights convertible into or entitling the Holder thereof to receive, directly or indirectly, additional shares of Common Stock of the Company) on the Common Stock of the Company, payable when, as and if declared by the Board. Any dividends paid with respect to the Series A Stock will reduce the Series A Liquidation Amount with respect to such Series A Stock as of the date of such payment; provided, however, that if, notwithstanding the prohibitions herein, dividends are paid with respect to all classes and series of capital stock of the Company, such dividends will not be applied to reduce the applicable Series A Liquidation Amount.
(c) As long as any shares of Series A Stock are issued and outstanding: (i) no dividends whatsoever, whether in cash or in property, will be declared or paid, and no distribution will be made, on any shares of Common Stock, and (ii) no shares of Common Stock will be purchased, redeemed, or acquired by the Company and no funds will be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof. The provisions of this Section 4(c) may be waived upon the consent of the holders of 67% of the then outstanding shares of Series A Stock.
Dividend Preference. The Company shall not declare nor pay any dividends or make any distribution upon any class of Common Shares, until and unless the Company has declared and paid a dividend of at least US$2.00 with respect to each Convertible Preference Share.
Dividend Preference. 7.3.1 Other than an Exempted Distribution, the Company shall not make any distribution (whether in cash or in property) with respect to any Ordinary Share unless a dividend shall first have been paid with respect to all outstanding Preferred Shares in an amount for each such Preferred Share equal to or greater than the product of (i) the amount of such distribution and (ii) the number of Ordinary Shares into which such Preferred Share is then convertible.
7.3.2 For purposes of this Section 7.3, “Exempted Distribution” shall mean (i) a dividend payable solely in Ordinary Shares, (ii) the repurchase of Ordinary Shares at cost from terminated employees, officers or consultants pursuant to contractual arrangements with the Company approved by the Board, (iii) any exercise, conversion or exchange of Ordinary Share Equivalents, and (iv) repurchase of outstanding securities of the Company that is duly approved by the Board.
Dividend Preference. No dividends or other distributions (other than a dividend or distribution payable solely in shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock) and cash in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by or on behalf of the Corporation (except by conversion into or exchange for shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock)), other than in connection with the purchase by the Corporation of any shares of Voting Common Stock upon the exercise or deemed exercise of options or rights to purchase shares of Voting Common Stock which were issued pursuant to any present or future employee, director or consultant incentive or benefit plan or program of or assumed by the Corporation or any of its subsidiaries, in each case, adopted in good faith and approved by a majority of the independent directors of the Board of Directors, unless all accumulated and unpaid dividends have been or contemporaneously are declared and paid, or are declared and a sum sufficient for the payment thereof is set apart for such payment, on the Series A Cumulative Convertible Preferred Shares and any Parity Stock for all dividend payment periods terminating on or prior to the date of such declaration, payment, redemption, purchase or acquisition. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Cumulative Convertible Preferred Shares and any Parity Stock, dividends may be declared and paid on the Series A Cumulative Convertible Preferred Shares and such Parity Stock so long as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the Series A Cumulative Convertible Preferred Shares and such Parity Stock will in all cases bear to each other the same ratio that accumulated and unpaid dividends per share on the shares of the Series A Cumulative Convertible Preferred Shares and such Parity Stock bear to each other. Holders of shares of the Series A Cumulative Convertible Preferred Shares will not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumu...
Dividend Preference. The holders of the then outstanding Preferred Stock shall be entitled to receive dividends, when as and if declared by the Board, out of any funds and assets of the Corporation legally available therefor, prior and in preference to the payment of any dividends on the Common Stock. However, no dividends (other than a Common Stock Dividend) shall be paid with respect to the Common Stock during any calendar year unless dividends for each series of Preferred Stock shall have first been paid or declared and set apart for payment to the holders of each such series of Preferred Stock, respectively, during that calendar year in at least an amount per share of Preferred Stock determined by multiplying the (a) dividend to be paid on one share of Common Stock by (b) the number of shares of Common Stock then issuable upon conversion of such share of Preferred Stock pursuant to Section 5; provided, however, that this restriction shall not apply to Permitted Repurchases. Payments of any dividends to the holders of each such series of Preferred Stock shall be paid pro rata, on an equal priority, pari passu basis. Dividends on the Preferred Stock shall not be mandatory or cumulative, and no rights or interest shall accrue to the holders of the Preferred Stock by reason of the fact that the Corporation shall fail to declare or pay dividends on the Preferred Stock in any amount in any calendar year or any fiscal year of the Corporation, whether or not the earnings of the Corporation in any calendar year or fiscal year were sufficient to pay dividends.
Dividend Preference. Holders of the Preferred Shares shall be entitled to receive dividends at the rate of one hundred percent (100%) of the Par Value during the Preferred Dividend Term as defined in Section 4.6 (d) below.
Dividend Preference. Holder shall be entitled to receive a cash dividend or distribution (the "DIVIDEND") for each share of Series D Preferred Stock at the rate of ten percent (10%) per annum on the original $2.81 issue amount of such share, subject to the following terms and conditions:
2.1. Dividends shall be declared and paid, in full or in part, only when funds for payment of the same are legally available and if, when and as the board of directors (the "BOARD") of Company, in its sole discretion, shall deem the same to be advisable. The determination by the Board of the amount available for payment of Dividends shall be binding and conclusive on the holders of all stock of Company outstanding at the time.
Dividend Preference. Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Stock with respect to dividends, the holders of shares of Series A Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the last day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment set forth in Section 8 hereof, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock, $0.66 2/3 par value per share, of the Corporation (the “Common Stock”) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Stock.
Dividend Preference. From and after the date hereof, when and if the Board of Directors of the Corporation shall declare a dividend or distribution payable with respect to (i) the Common Stock, Series B Preferred Stock, or any other capital stock or security issued by the Corporation which shall be junior to the Series C Preferred Stock as to such dividends and distributions, such dividend or distribution shall not be paid until the payment of all Series C Preferred Stock dividends accrued or to be accrued through that date, or (ii) the then-outstanding capital stock of the Corporation that is pari passu to the Series C Preferred Stock as to such dividends or distributions, such dividends shall not be paid unless an equivalent payment is made to the holders of the Series C Preferred Stock, pro-rata, on the accrued and unpaid dividends payable to the Series C Preferred Stock as of the date of such payment.
Dividend Preference. The holders of Preferred Stock shall be entitled to receive, pari passu out of funds legally available therefor, dividends on each outstanding share of Series A Preferred at an annual rate of $0.01 for each share of Series A Preferred hold by them payable when and as declared by the Board, in preference and priority to the payment of dividends on any shares of Common Stock (other than those payable solely in Common Stock or involving the repurchase of shares of Common Stock from terminated employees, officers, directors or consultants pursuant to contractual arrangements). After payment of such dividends, dividends may be declared and paid to the holders of Common Stock, provided that no dividends shall be paid on the Common Stock at a rate greater than that paid on any series of Preferred Stock based on the number of shares of Common Stock into which a series of Preferred is convertible on the date of the dividend. The dividends payable to the holders of Series A Preferred shall not be cumulative, and no right shall accrue to the holders of Series A Preferred by reason of the fact that dividends on the Series A Preferred are not declared or paid in any previous fiscal year of the corporation, whether or not the earnings of the corporation in that previous fiscal year were sufficient to pay such dividends in whole or in part.
