Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company or other class of capital stock of the Company ranking 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 shall be entitled to receive, when, as and if declared by the Board, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board shall approve (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 a fraction of a share of Series A Junior Participating Preferred Stock, in the amount of $10.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series A Junior Participating Preferred Stock pursuant to the following clause (2) 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 total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series A Junior Participating Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after November 27, 2015, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Commo...
Dividends or Distributions. The Parties agree that Borrower shall not be permitted to declare, make or pay any dividend or distribution unless and until the Loan is repaid in full.
Dividends or Distributions. So long as no Event of Default shall have occurred and be continuing: Pledgor shall be entitled to receive and retain any and all dividends and interest paid in respect of the Collateral, provided, however, that any and all (a) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for (including, without limitation, any certificate or share purchased or exchanged in connection with a tender offer or merger agreement), any Collateral, (b) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, or reclassification, and (c) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to Secured Party to hold as, Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary indorsement).
Dividends or Distributions. Parent has not declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock.
Dividends or Distributions. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (for purposes of this Section 3(d), a “Distribution”), at any time after the issuance of this Warrant, then, in each such case: (i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction of which (1) the numerator shall be the VWAP of the shares of Common Stock on the trading day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (2) the denominator shall be the VWAP of the shares of Common Stock on the Trading Day immediately preceding such record date; and (ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock issuable upon conversion of the Warrant Shares immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in this Section 3(d).
Dividends or Distributions. Neither Borrower will declare, pay or make, whether in cash or property (excluding stock dividends), or set aside or apply any money or assets to pay or make any dividend or distribution during any fiscal year except the foregoing restriction shall not apply to (i) cash dividends paid by Resources to its shareholders in amounts equal to each such shareholders' allocable share of federal or state income taxes attributable to Resources taxable net income and (ii) dividends made by Gas to Resources. Provided, however, that no dividend shall be made by either Borrower if an Event of Default has occurred and is continuing or would occur as a result of the making of such dividends. Resources shall provide the Agent at least annually with sufficient information from which Agent can verify all shareholders' allocable share of such income taxes.
Dividends or Distributions. Subject to the provisions of Section 3.1(d), no dividends or other distributions with respect to Parent Shares with a record date after the First Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Parent Shares issuable to such holder hereunder, and all such dividends and other distributions, if any, shall be paid by Parent to the Exchange Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or an affidavit of loss in lieu of such Certificate as provided in Section 3.4, and, if required by Parent, an indemnity bond) or Book-Entry Shares in accordance with this Agreement. Subject to applicable Laws and the provisions of Section 3.1(d), following surrender of any such Certificate (or an affidavit of loss in lieu of such Certificate as provided in Section 3.4) or Book-Entry Shares, there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the First Effective Time and with a payment date prior to such surrender with respect to the Parent Shares to which such holder is entitled pursuant to this Agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the First Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such Parent Shares.
Dividends or Distributions. Except as disclosed in the Registration Statement and the Disclosure Materials, all dividends and other distributions declared and payable on the Class A Ordinary Shares may, under the current laws of the Cayman Islands, be paid to the holders of Securities in United States dollars and may be converted into foreign currency that may be transferred out of the Cayman Islands in accordance with, and all such dividends and other distributions made to holders thereof or therein who are non-residents of the Cayman Islands, will not be subject to income, withholding or other taxes under the laws of the Cayman Islands and may be paid without obtaining any approval or license from or making any filing with any governmental authority in the Cayman Islands.
Dividends or Distributions. So long as no Event of Default shall -------------------------- have occurred and be continuing, Pledgor shall be entitled to receive and retain any and all dividends and other distributions paid in respect of the Collateral, provided, however, that any and all
(a) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for (including, without limitation, any certificate or share purchased or exchanged in connection with a tender offer or merger agreement), any Collateral,
(b) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital or reclassification, and
(c) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to Secured Party to hold as, Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary endorsement); provided, however, that Pledgor shall in any event be entitled to receive and retain an amount equal to the amount paid on the Collateral less the amount of income taxes payable by Maker on such amount (which shall be deemed to be the product of the highest marginal rate (expressed as a fraction) applicable to individuals on the date such amount is paid under the Internal Revenue Code of the United States, as amended from time to time, multiplied by the amount so received on the Collateral. Without limiting the generality of the foregoing, upon any transfer, assignment, sale, or other disposition of any of the Collateral (other than a transfer under Section 4.2(b) or the second and third sentences of Sections 4.3(c) and 4.3(d) of the Stockholders Agreement), all proceeds of such transfer, assignment, sale, or disposition shall be paid to Secured Party as a mandatory prepayment on the Promissory Note, and, if Pledgor sells all or the remaining portion of the Collateral, the entire outstanding principal amount of the Promissory Note, together with all accrued and unpaid interest, shall be immediately and mandatorily paid in full. If Secured Party is the transfere...
Dividends or Distributions. If the Company pays a dividend or makes a distribution on shares of Common Stock, while the Warrant is outstanding, then the Company will pay or distribute to the Registered Holder of the Warrant, upon the exercise thereof, in addition to the number of Shares purchased upon such exercise, the dividend or distribution that would have been paid to such Registered Holder if it had been the owner of record of such Shares immediately prior to the date on which a record is taken for such dividend or distribution or, if no record is taken, the date as of which the record holders of Common Stock of the Company entitled to such dividends or distribution are to be determined.
