Common use of Dividends and Distribution Clause in Contracts

Dividends and Distribution. (A) 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 Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series A Junior Participating Preferred 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 first day of May, August, November and February 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 Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and the Adjustment Number 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 or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $1.00 per share, of the Corporation (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 Junior Participating Preferred Stock. The "Adjustment Number" shall initially be 1000. In the event the Corporation shall at any time after June 1, 1995 (the "Rights Declaration Date")

Appears in 1 contract

Samples: Rights Agreement (Bombay Company Inc)

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Dividends and Distribution. (A) Subject to the prior and superior rights right of the holders of any shares of any class or series of Preferred Stock stock of the Corporation ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series A Junior Participating Preferred 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 first 15th day of MayJanuary, AugustApril, November July and February October, 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 issuance, of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and the Adjustment Number 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 or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $1.00 .10 per share, of the Corporation (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 Junior Participating Preferred Stock. The "Adjustment Number" shall initially be 1000. In the event the Corporation shall at any time after June May 1, 1995 1998 (the "Rights Declaration Date"), (i) declare and pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Rights Agreement (Diversified Corporate Resources Inc)

Dividends and Distribution. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock stock of the Company ranking prior and superior to the shares of Series A Junior Participating Preferred Stock First Preference Shares with respect to dividends, the holders of shares of Series A Junior Participating Preferred StockFirst Preference Shares, in preference to the holders of shares of any class or series of stock of the Corporation Company ranking junior to the Series A Junior Participating Preferred StockFirst Preference Shares in respect thereof, 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 first last day of MayMarch, AugustJune, November September and February 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 Series A First Preference Share or fraction of a share of Series A Junior Participating Preferred StockFirst Preference Share, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 10.00 or (b) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and the Adjustment Number 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 Shares or a subdivision of the outstanding shares of Common Stock Shares (by reclassification or otherwise), declared on the Common StockShares, par value $1.00 .10 per share, of the Corporation Company (the "Common StockShares") 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 Series A First Preference Share or fraction of a share of Series A Junior Participating Preferred Stock. The "Adjustment Number" shall initially be 1000. In the event the Corporation shall at any time after June 1, 1995 (the "Rights Declaration Date")First

Appears in 1 contract

Samples: Rights Agreement (Helen of Troy LTD)

Dividends and Distribution. (A) 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 Junior C Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior C Participating Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series A Junior Participating Preferred Stock, 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 first last day of MayMarch, AugustJune, November September, and February 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 Junior C Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 3.125 or (b) subject to the Adjustment Number (as defined below) provisions for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and the Adjustment Number 100 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 or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value 74 $1.00 per share, of the Corporation Corporation, (the "Common Stock") since the immediately preceding Quarterly Dividend Payment Date, or, 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 Junior C Participating Preferred Stock. The "Adjustment Number" shall initially be 1000. In the event the Corporation shall at any time after June 1February 19, 1995 1998 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series C Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on the Series C Participating Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $3.125 per share on the Series C Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series C Participating Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series C Participating Preferred Stock, unless (i) the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or (ii) the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series C Participating Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series C Participating Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series C Participating Preferred Stock entitled to receive payment of a dividend

Appears in 1 contract

Samples: Rights Agreement (American Bankers Insurance Group Inc)

Dividends and Distribution. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock stock of the Corporation ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series A Junior Participating Preferred StockStock in respect thereof, shall be entitled to receivereceive quarterly dividends, payable in cash (except as otherwise provided herein), 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 first day of May, August, November and February in each year purpose (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 Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and the Adjustment Number 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 Stock, par value $0.01 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, par value $1.00 per share, of the Corporation (the "Common Stock") 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 Junior Participating Preferred Stock. The "Adjustment Number" shall initially be 10001,000,000. In the event the Corporation shall at any time after June 1February 25, 1995 2010 (i) declare and pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the "Rights Declaration outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Dividend Payment Date"); in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a dividend and before such Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 60 days prior to the date fixed for the payment thereof.

Appears in 1 contract

Samples: Tax Benefit Preservation Plan and Rights Agreement (Mathstar Inc)

Dividends and Distribution. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock stock of the Corporation ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series A Junior Participating Preferred StockStock in respect thereof, 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 first 10th day of MayJanuary, AugustApril, November July and February October 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 Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 10.00 or (b) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and the Adjustment Number 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 or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock, par value $1.00 .001 per share, of the Corporation (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 Junior Participating Preferred Stock. The "Adjustment Number" shall initially be 1000. In the event the Corporation shall at any time after June 18, 1995 2000 (i) declare and pay any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the "Rights Declaration Date")outstanding Common Stock or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the

Appears in 1 contract

Samples: Rights Agreement (Ariad Pharmaceuticals Inc)

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Dividends and Distribution. (A) Subject to the prior and superior rights of the holders of any shares of any class or series of Preferred Stock capital stock of the Corporation ranking prior and superior to the shares of Series A C Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A C Junior Participating Preferred StockStock outstanding at the close of business on the business day immediately preceding each Quarterly Dividend Payment Date (as defined below) (or such other record date as the Board of Directors may specify), in preference to the holders of shares of Series A Common Stock, par value $.01 per share, of the Corporation (“Series A Common Stock”), Series B Common Stock, par value $.01 per share, of the Corporation (“Series B Common Stock”) and Series C Common Stock, par value $.01, of the Corporation (“Series C Common Stock,” and collectively with the Series A Common Stock and Series B Common Stock, the “Common Stock”) and of any class or series of any other capital stock of the Corporation hereafter established ranking junior to the Series C Junior Preferred Stock in respect thereof, and on a pari passu basis with the Series A Junior Participating Preferred Stock, par value $.01 per share, of the Corporation (the “Series A Junior Preferred Stock”) and the Series B Junior Participating Preferred Stock, par value $.01 per share, of the Corporation (the “Series B Junior Preferred Stock,” and collectively with the Series A Junior Preferred Stock and Series C Junior Preferred Stock, the “Preferred Stock”), shall be entitled to receive, when, as and if declared (except as provided in paragraph (B) below) by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash (except as provided below) on the first last day of MayMarch, AugustJune, November September and February 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 date upon which a share or fraction of a share of Series A C Junior Participating Preferred StockStock is first outstanding (the “First Issuance Date”), in an amount per share (rounded to the nearest cent) equal to the greater of (ai) $1.00 or 10.00 and (bii) the sum of (x) the Adjustment Number (as defined below) times the aggregate per share amount of all cash dividends, and (y) the Adjustment Number times the fair value (as determined by the Board of Directors) of the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions payable in kind as provided herein, other than a dividend payable in shares of Series C Common Stock or a subdivision of the outstanding shares of Series C Common Stock (by reclassification or otherwise), in the case of clauses (x) and (y) declared on the Series C Common Stock, par value $1.00 per share, of the Corporation (the "Common Stock") Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date following the First Issuance Date, since from (but not including) the first issuance Quarterly Dividend Payment Date immediately preceding the First Issuance Date; provided, that to the extent the holders of any share shares of Series C Junior Preferred Stock are entitled to payment of such dividend pursuant to clause (ii) of this sentence in whole or fraction in part as a result of a non-cash dividend or distribution referred to in clause (ii)(y) above, such holders will receive per share of Series A C Junior Participating Preferred Stock, in lieu of the cash value of such non-cash dividend or distribution, an amount of the securities or other property equal to the Adjustment Number times the amount of such securities or other property distributed per share of Series C Common Stock. The "Adjustment Number" shall initially be 10001,000. In the event the Corporation shall at any time after June [ ], 2008 (1) declare and pay any dividend on Series C Common Stock payable in shares of Series C Common Stock, 1995 (2) subdivide the "Rights Declaration Date")outstanding Series C Common Stock or (3) combine the outstanding Series C Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Series C Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Series C Common Stock that were outstanding immediately prior to such event.

Appears in 1 contract

Samples: Rights Agreement (Discovery Communications, Inc.)

Dividends and Distribution. (Aa) Subject In preference to the holders of Common Shares and of any outstanding junior Shares of Corporation, but subject to the prior and superior rights of the holders of any shares Shares of any series of Voting Preferred Stock Shares ranking prior and superior to the shares Shares of Series A Junior Participating Voting Preferred Stock Shares with respect to dividends, the holders of shares of Series A Junior Participating Voting Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series A Junior Participating Preferred Stock, Shares shall be entitled to receive, receive (when, as and if declared by the Board of Directors out of Board) from funds legally available for the purpose, quarterly dividends payable in cash on the first day Business Day of MayJanuary, AugustApril, November July and February October in each year (each such date being referred to referenced herein as a "Quarterly Dividend Payment Date", and "Business Day" meaning any day other than a Saturday, Sunday or a day on which banking institutions in the State of Ohio are authorized or obligated by law or executive order to close), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Share or fraction of a share Share of Series A Junior Participating Voting Preferred Stock, Shares. Such dividends shall be in an amount per share Share (rounded to the nearest cent) equal to the greater of of: (a) One Dollar ($1.00 1.00), or (b) subject to the Adjustment Number (as defined below) provision for adjustment hereinafter set forth, 100 times the aggregate per share Share amount of all cash dividends, dividends and the Adjustment Number 100 times the aggregate per share Share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of Common Stock Share or a other subdivision of the outstanding shares of Common Stock (Shares, by reclassification or otherwise), declared on the Common Stock, par value $1.00 per share, of the Corporation (the "Common Stock"Shares) 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 Share or fraction of a share Share of Series A Junior Participating Voting Preferred StockShares. The "Adjustment Number" shall initially be 1000. In the event the If Corporation shall at any time shall, on or after June 1November 6, 1995 2000 (the "Rights Declaration Date"), (i) declare any dividend on Common Shares payable in Common Shares, (ii) subdivide the outstanding Common Shares, or (iii) combine the outstanding Common Shares into a smaller number of Shares, then (in each such case) the amount to which holders of Series A Voting Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares outstanding immediately prior to such event. (b) The Board shall declare a dividend or distribution on the Series A Voting Preferred Shares as provided in paragraph (a) above immediately after it declares a dividend or distribution on the Common Shares (other than a dividend payable in Shares of Common Shares); provided that, subject to the requirements of applicable law, in the event no dividend or distribution has been declared on the Common Shares during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of

Appears in 1 contract

Samples: Rights Agreement (LNB Bancorp Inc)

Dividends and Distribution. (Aa) Subject In preference to the holders of Common Shares and of any outstanding junior Shares of Corporation, but subject to the prior and superior rights of the holders of any shares Shares of any series of Voting Preferred Stock Shares ranking prior and superior to the shares Shares of Series A Junior Participating Voting Preferred Stock Shares with respect to dividends, the holders of shares of Series A Junior Participating Voting Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series A Junior Participating Preferred Stock, Shares shall be entitled to receive, receive (when, as and if declared by the Board of Directors out of Board) from funds legally available for the purpose, quarterly dividends payable in cash on the first day Business Day of MayJanuary, AugustApril, November July and February October in each year (each such date being referred to referenced herein as a "Quarterly Dividend Payment Date"”, and “Business Day” meaning any day other than a Saturday, Sunday or a day on which banking institutions in the State of Ohio are authorized or obligated by law or executive order to close), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share Share or fraction of a share Share of Series A Junior Participating Voting Preferred Stock, Shares. Such dividends shall be in an amount per share Share (rounded to the nearest cent) equal to the greater of of: (a) One Dollar ($1.00 1.00), or (b) subject to the Adjustment Number (as defined below) provision for adjustment hereinafter set forth, 100 times the aggregate per share Share amount of all cash dividends, dividends and the Adjustment Number 100 times the aggregate per share Share amount (payable in kind) of all non-cash dividends or other distributions (other than a dividend payable in shares of Common Stock Share or a other subdivision of the outstanding shares of Common Stock (Shares, by reclassification or otherwise), declared on the Common Stock, par value $1.00 per share, of the Corporation (the "Common Stock"Shares) 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 Share or fraction of a share Share of Series A Junior Participating Voting Preferred StockShares. The "Adjustment Number" shall initially be 1000. In the event the If Corporation shall at any time shall, on or after June 1November 6, 1995 2000 (the "Rights Declaration Date"), (i) declare any dividend on Common Shares payable in Common Shares, (ii) subdivide the outstanding Common Shares, or (iii) combine the outstanding Common Shares into a smaller number of Shares, then (in each such case) the amount to which holders of Series A Voting Preferred Shares were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of Common Shares outstanding immediately after such event and the denominator of which is the number of Common Shares outstanding immediately prior to such event. (b) The Board shall declare a dividend or distribution on the Series A Voting Preferred Shares as provided in paragraph (a) above immediately after it declares a dividend or distribution on the Common Shares (other than a dividend payable in Shares of Common Shares); provided that, subject to the requirements of applicable law, in the event no dividend or distribution has been declared on the Common Shares during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of One Dollar ($1.00) per Share on the Series A Voting Preferred Shares shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (c) Dividends shall accrue and be cumulative on outstanding Series A Voting Preferred Shares from the Quarterly Dividend Payment Date next preceding the date of issue of such Shares of Series A Voting Preferred Shares, unless: (i) the date of issue of such Shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such Shares shall accrue from the date of issue of such Shares, or (ii) the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of Series A Voting Preferred Shares entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on Series A Voting Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such Shares shall be allocated pro rata on a Share-by-Share basis among all such Shares at the time outstanding. The Board may fix a record date for the determination of holders of Series A Voting Preferred Shares entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than sixty (60) days prior to the date fixed for the payment thereof.

Appears in 1 contract

Samples: Rights Agreement (LNB Bancorp Inc)

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