Dividend Stopper Sample Clauses

Dividend Stopper. Guarantor acknowledges, covenants and agrees that Guarantor shall not be permitted to repurchase Guarantor’s common stock or issue dividends thereon.
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Dividend Stopper. For so long as any Series A Convertible Preference Shares remain outstanding for any Dividend Period, unless all accrued and unpaid dividends for the immediately preceding Dividend Period on all outstanding Series A Convertible Preference Shares have been declared and paid in cash or declared and a sum sufficient for the cash payment thereof has been set aside: (i) no dividend shall be paid or declared on the Ordinary Shares or any other Junior Shares; and (ii) no Ordinary Shares or other Junior Shares shall be purchased, redeemed or otherwise acquired for consideration by the Company, directly or indirectly (except in the case of purchases, repurchases, redemptions or other acquisitions permitted under the Company’s equity incentive plans). If the Liquidation Preference of the Series A Convertible Preference Shares has been permanently increased with respect to any two dividend payments, whether or not consecutive, as described under Section 3(c), as of the date such second increase in Liquidation Preference of the Series A Convertible Preference Shares becomes permanent, the restrictions set forth in this Section 3(d) shall become permanent and remain in effect so long as any Series A Convertible Preference Shares remain outstanding.
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Dividend Stopper. GET SA undertakes to the Issuer that for such times as there is Deferred Interest outstanding under any NRS, GET SA will not pay any dividend on any of its issued share capital.
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Dividend Stopper. Except as otherwise provided in subsection (d) below, during any Optional Deferral Period, the Company shall not, and shall not permit any Subsidiary of the Company to: (a) Declare or pay any dividends or distributions on, or make any distribution with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock, other than (i) any purchase, redemption or other acquisition of shares of the Company’s capital stock in connection with (A) any employment contract, employee or benefit plan or other similar arrangement, (B) a dividend reinvestment or stockholder purchase plan, or (C) the issuance of the Company’s capital stock, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the applicable Optional Deferral Period; (ii) any exchange, redemption or conversion of any class or series of the Company’s capital stock, or the capital stock of one of its subsidiaries, for any other class or series of the Company’s capital stock, or of any class or series of the Company’s indebtedness for any class or series of the Company’s capital stock; (iii) any purchase of, or payment of cash in lieu of, fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the securities being converted or exchanged; (iv) any declaration of a dividend in connection with any rights plan, or the issuance of rights, stock or other property under any shareholder rights plan, or the redemption or repurchase of rights pursuant thereto; or (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or stock assumable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks junior to such stock; (b) Make any payment of principal of, or premium, if any, or interest on, or repay, repurchase, redeem or defease any debt securities issued by the Company that rank equally with or junior to the ICONs, other than any payment of interest in respect of debt securities that rank equally with the ICONs (“Parity Debt Securities”) made ratably and in proportion to the respective amount of (1) accrued and unpaid amounts on such Parity Debt Securities, on the one hand, and (2) accrued and unpaid amounts on the ICONs, on the other hand; or (c) Make any guarantee payments with respect t...
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Dividend Stopper. During any Extension Period or APM Period, the Company shall not, and shall not permit any Subsidiary of the Company to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Company’s capital stock (which includes common and preferred stock) or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank pari passu with or junior in interest to the ICONs or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu with or junior in interest to the ICONs (other than (a) dividends or distributions in Common Stock of the Company, (b) any declaration of a dividend in connection with the implementation of a stockholders’ rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Guarantee with respect to the Capital Securities of the Trust and (d) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Company’s benefits plans for its directors, officers or employees).
Sample 1
Dividend Stopper. In the event any Distribution is not paid in full for any reason on any Periodic Distribution Date, it shall not:- (i) declare or pay any dividends, payments or other distributions in respect of, or (if permitted) repurchase or redeem, its ordinary shares, redeemable preference shares or any other securities of the Issuer ranking junior to the Junior Sukuk in terms of priority (or contribute any moneys to a sinking fund for the redemption of any such shares or securities); or (ii) declare or pay any payments or other distributions in respect of, or (if permitted) repurchase or redeem, any Parity Obligations (or contribute any moneys to a sinking fund for the redemption of any such obligations), in each case until it has paid Distribution (if any) in full.
Sample 1
Dividend Stopper. Borrower acknowledges and agrees that the Debt Yield for the trailing twelve (12) month period ending on May 31, 2009 is 7.1% (the “May 2009 Debt Yield”); it being hereby acknowledged and agreed that the calculation of the May 2009 Debt Yield shall serve solely as an example of how Debt Yield should be calculated by the parties from and after the date of the First Amendment, and the calculation of the May 2009 Debt Yield shall not in any way be, or be deemed to be, an acknowledgement or agreement as to how Debt Yield was and/or should have been calculated prior to the date of the First Amendment. Notwithstanding anything contained in this Agreement or any of the other Loan Documents, from and after the date of the First Amendment, Borrower shall not make any distributions, pay any dividends or make any loans to its partners, shareholders, members or affiliates unless the Debt Yield, as measured for the 12 month period ending as of the calendar quarter occurring immediately prior to the date of calculation (and calculated using an amount equal to the Principal Indebtedness at the end of such calendar quarter as the denominator), is at least fifteen percent (15%), provided however that, the foregoing shall not limit or restrict the payment of any Corporate Expenses set forth in the approved Annual Budget required to be paid to Affiliates of Borrower provided, that the aggregate amount of all Corporate Expenses does not exceed an amount per annum equal to the lesser of (x) 1.25% of the line item entitled “Net Revenues” reported in Borrower’s Statement of Operations (which reflects “Net Revenues” for a twelve (12) month period) or (y) $2,725,000 per
Sample 1
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Dividend Stopper. From and after the Issuer’s written notice of their election to defer until the end of the related Deferral Period, neither Holdings nor any of its subsidiaries will be permitted to:
Sample 1
Dividend Stopper. The Issuer covenants that, if no Interest was paid when due and payable or in the event that Interest has been suspended in accordance with clause (v) of Section 2.8, the Issuer shall not recommend to its shareholders and, to the fullest extent permitted by applicable law, shall otherwise act to prevent, any action that would constitute a Restricted Payment Event until payments on the Securities have been resumed in full for an equivalent period of 12 months.
Sample 1

Related to Dividend Stopper

  • Dividend Rights Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any assets of the corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.

  • Stock Dividends and Stock Splits If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

  • Dividend Equivalent Units On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the total number of Restricted Stock Units and Dividend Equivalent Units previously credited to the Participant pursuant to the Award and which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Restricted Stock Units originally subject to the Award with respect to which they have been credited.

  • Share Dividends If the Trustee receives any additional shares of capital stock of the Corporation as a dividend or other distribution with respect to any shares of Stock, the Trustee shall hold such shares subject to this Agreement for the benefit of the Stockholders in proportion to their respective interests, and the shares shall become subject to all of the terms and conditions of this Agreement to the same extent as if they were originally deposited hereunder. The Trustee shall issue Voting Trust Certificates in respect of these shares to the Stockholders of record at the close of business on the record date determined pursuant to the provisions of Section 4(d).

  • Rights as Shareholder; Dividend Equivalents 6.1 The Participant shall not have any rights of a shareholder with respect to the Common Shares underlying the Restricted Stock Units unless and until the Restricted Stock Units vest and are settled by the issuance of such Common Shares. Upon and following the settlement of the Restricted Stock Units, the Participant shall be the record owner of the Common Shares underlying the Restricted Stock Units unless and until such shares are sold or otherwise disposed of, and as record owner shall be entitled to all rights of a shareholder of the Company (including voting rights). 6.2 In the event that the Company pays any cash dividends on its Common Shares between the Grant Date and the date when the Restricted Stock Units are settled in accordance with Section 7 hereof or are forfeited, the Participant’s Account shall be credited on the date such dividend is paid to shareholders with an amount equal to all cash dividends that would have been paid to the Participant if one Common Share had been issued on the Grant Date for each Restricted Stock Unit granted to the Participant (“Dividend Equivalents”). Dividend Equivalents shall be credited to the Participant’s Account and interest may be credited on the amount of cash Dividend Equivalents credited to the Participant’s Account at a rate and subject to such terms as determined by the Committee. Dividend Equivalents credited to the Participant’s Account shall be subject to the same vesting and other restrictions as the Restricted Stock Units to which they are attributable and shall be paid on the same date that the Restricted Stock Units to which they are attributable are settled in accordance with Section 7 hereof. Dividend Equivalents credited to the Participant’s Account shall be distributed in cash or, at the discretion of the Committee, in Common Shares having a Fair Market Value equal to the amount of the Dividend Equivalents and interest, if any. Any accumulated and unpaid Dividend Equivalents attributable to Restricted Stock Units that are cancelled will not be paid and will be immediately forfeited upon cancellation of the Restricted Stock Units.

  • Stock Splits, Stock Dividends, etc In the event of any issuance of Shares of the Company’s voting securities hereafter to any of the Stockholders (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), such Shares shall become subject to this Agreement and shall be notated with the legend set forth in Subsection 7.12.

  • Stockholder Rights and Dividend Equivalents (a) The holder of this Award shall not have any stockholder rights, including voting or dividend rights, with respect to the Shares subject to the Award until Participant becomes the record holder of those Shares following their actual issuance upon the Corporation’s collection of the applicable Withholding Taxes. (b) Notwithstanding the foregoing, should any stock dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then Participant shall automatically be credited with an additional number of Restricted Stock Units equal to the number of shares of Common Stock which would have been paid on the Shares (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) at the time subject to this Award had those Shares been actually issued and outstanding and entitled to that dividend. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution. (c) Notwithstanding the foregoing, should any cash dividend, whether regular or extraordinary, be declared and paid on the outstanding Common Stock while one or more Shares remain subject to this Award (i.e., those Shares are not otherwise issued and outstanding for purposes of entitlement to the dividend or distribution), then a special book account shall be established for Participant and credited with a dollar amount equal to the amount of that dividend paid per share multiplied by the number of Restricted Stock Units at the time subject to this Award (plus the number of additional shares previously credited to Participant pursuant to the dividend equivalent right provisions of this Paragraph 4) as of the record date for the dividend. As of the first business day in January each year, the cash dividend amounts credited to the special book account during the immediately preceding calendar year shall be converted into a book entry of an additional number of Restricted Stock Units determined by dividing (i) those cash dividend equivalent amounts by (ii) the average of the Fair Market Value per share of Common Stock on each of the dates in the immediately preceding calendar year on which those dividends on the outstanding Common Stock were paid. The additional Restricted Stock Units so credited shall vest at the same time as the Shares to which they relate and shall be distributed to Participant concurrently with the issuance of those Shares on the applicable Issue Date. However, each such distribution shall be subject to the Corporation’s collection of the Withholding Taxes applicable to that distribution.

  • Stock Dividend If the Company shall at any time declare a dividend payable in shares of Common Stock, then Holder, upon Exercise of this Warrant after the record date for the determination of holders of Common Stock entitled to receive such dividend, shall be entitled to receive upon Exercise of this Warrant, in addition to the number of shares of Common Stock as to which this Warrant is exercised, such additional shares of Common Stock as such Holder would have received had this Warrant been exercised immediately prior to such record date and the Exercise Price will be proportionately adjusted.

  • Stock Dividends, Distributions, Etc If, while this Pledge Agreement is in effect, Pledgor becomes entitled to receive or receives any securities or other property in addition to, in substitution of, or in exchange for any of the Pledged Shares (whether as a distribution in connection with any recapitalization, reorganization or reclassification, a stock dividend or otherwise), Pledgor shall accept such securities or other property on behalf of and for the benefit of the Company as additional security for Pledgor's obligations under the Note and shall promptly deliver such additional security to the Company together with duly executed forms of assignment, and such additional security shall be deemed to be part of the Pledged Shares hereunder.

  • Share Dividends; Split Ups If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise Price shall be proportionately decreased.

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