Dividends. (a) Subject to the rights of holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months. (b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay. (c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock. (d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to: (i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock; (ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority); (iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business; (iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or (v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences. (e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends. (f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively. (g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 4 contracts
Samples: Subscription Agreement (KLR Energy Acquisition Corp.), Subscription Agreement (KLR Energy Acquisition Corp.), Subscription Agreement (KLR Energy Acquisition Corp.)
Dividends. (a) Subject to the rights of holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of the Series A B Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in if the case of Parity Stock, a Company declares any dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities (including rights, warrants, options or evidences of indebtedness) or properties or assets other property) as may than shares of Common Stock to be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds any assets legally available for such paymentpayment (to the extent dividends or distributions consist of shares of Common Stock an adjustment will be made pursuant to Section 6(a) hereof), then the Company shall simultaneously declare a dividend or distribution on shares of Series B Preferred Stock in the amount of dividends or distributions that would be made with respect to shares of Series B Preferred Stock if such shares were converted into shares of Common Stock on the record date for such dividend or distribution (regardless of whether or not actual conversion at such time would be permissible under Section 4 hereof). No dividend or distribution shall be payable to holders of shares of Common Stock unless the full dividends or distributions contemplated by this Section are paid at the same time in respect of the Series B Preferred Stock.
(a) Each dividend or distribution shall be payable to holders of the Series B Preferred Stock as they appear in the records of the Company at the close of business on the same record date as the record date for the payment of the corresponding dividend or distribution to the holders of shares of Common Stock.
(b) Dividends on the Series B Preferred Stock are non-cumulative. If the Company does not declare a dividend on the Common Stock or the Series B Preferred Stock in respect of any period, the holders of the Series B Preferred Stock shall have no right to receive any dividend for such dividend period, and the Holders Company shall have no obligation to pay a dividend for such dividend period, whether or not dividends are declared and paid for any future dividend period with respect to the Series B Preferred Stock or the Common Stock or any other series of the Company’s preferred stock.
(c) If the Conversion Date (as defined below) with respect to any of the shares of Series B Preferred Stock occurs prior to the record date for the payment of any dividend or distribution on the Common Stock, the holder of such shares of Series B Preferred Stock to be converted shall not be entitled have the right to participate in receive any corresponding dividends or distributions on the Series B Preferred Stock (but for the avoidance of doubt the holder thereof shall receive that dividend or distribution payable to holders of Common Stock on the relevant payment date if such dividendsholder is the holder of record of shares of Common Stock on the record date for that dividend or distribution). If the Conversion Date with respect to the shares of Series B Preferred Stock occurs after the record date for any declared dividend or distribution and prior to the payment date for that dividend or distribution, the holder thereof shall receive that dividend or distribution on the relevant payment date if such holder of Common Stock was the holder of record of shares of Series B Preferred Stock on the record date for that dividend or distribution.
Appears in 4 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Cellteck Inc.), Lowcal Agreements (Cellteck Inc.), Lock Up/Leak Out Agreement (Cellteck Inc.)
Dividends. (a) Subject If any dividend in respect of the stock deposited with or acquired by the Trustees hereunder is paid, in whole or in part, in stock of the Company having voting powers, the Trustees shall likewise hold, subject to the rights terms of holders this Agreement, the stock certificates which are received by them on account of Senior Stocksuch dividend, Holders and the holder of each outstanding voting trust certificate representing stock on which such dividend has been paid shall be entitled to receive, when, as and if declared by receive a voting trust certificate issued under this Agreement for the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery number of shares and class of Series A Preferred Stock or through any combination of cash and stock received as such dividend with respect to the shares of Series A Preferred Stock at represented by such voting trust certificate. Holders entitled to receive the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly voting trust certificates issued in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment respect of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders those registered as they appear such on the Corporation’s stock register transfer books of the Trustees at the Close close of Business business on the relevant Dividend Record Daterecord date for such dividend. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, dividend in respect of the delay.
(c) No dividend stock deposited with or acquired by the Trustees hereunder is paid other than in capital stock of the Company having voting powers, then the Trustees shall promptly distribute the same to the holders of outstanding voting trust certificates registered as such at the close of business on the record date for such distribution. Such distribution shall be declared or paid uponmade to such holders of voting trust certificates ratably, or any sum of cash set apart for in accordance with the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in represented by their respective voting trust certificates. In lieu of fractional shares) may be declared, made receiving cash dividends upon the capital stock of the Company deposited with or paid upon, 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 the Corporation or on behalf of Trustees hereunder and paying the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior same to the date holders of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock voting trust certificates pursuant to the conversion or exchange provisions preceding paragraph, the Trustees may instruct the Company in writing to pay such dividends directly to the holders of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared voting trust certificates specified by the Board, out Trustees. Such instructions are deemed given hereby and until receipt of funds legally available for paymentwritten instructions to the contrary from the Trustees, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled Company agrees to pay such dividends directly to the dividends accrued holders of the voting trust certificates. The Trustees may at any time revoke such instructions and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject by written notice to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by Company direct it to make dividend payments to the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendsTrustees.
Appears in 3 contracts
Samples: Shareholder Agreement (Outsource International Inc), Voting Trust Agreement (Outsource International Inc), Voting Trust Agreement (Outsource International Inc)
Dividends. (a) Subject Dividends as to the rights any series of holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A NW Preferred Stock shall be payable (if declared) quarterly in arrears at commencing on the Dividend Ratelast day of the calendar quarter during which such series is issued, and on the last day of each calendar quarter thereafter (each such last day of a calendar quarter being a "Dividend Date") for so long as that series is outstanding (the dividend during the first such quarter to be prorated); dividends on each series of NW Preferred Stock shall accumulate accrue and be payable at a rate per annum equal at all times during a calendar quarter ending on a daily basis from Dividend Date to 1% per annum above the most recent date as rate of interest at which deposits in United States Dollars are offered by the principal office of Fuji in London, England on the second Business Day (it being agreed that for this purpose only, the definition of "Business Day" shall not include reference to which dividends have been paid, Chicago) preceding the first day of such calendar quarter (or, if no dividends have been paid, from in the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements case of the Corporation prohibit first dividend period, preceding the current payment date of dividendsissuance of such series) to prime banks in the London interbank market for a period equal to three months (or, (ii) there in the case of such first dividend period, equal to such shorter period commencing on the date of issuance of such series and ending on the last day of the calendar quarter during which such issuance occurred); provided, however that the dividends on each series of NW Preferred Stock shall be earnings or funds noncumulative such that if the Board of the Corporation legally available for the payment Directors of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) Finance fails to the Holders as they appear declare a dividend on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends NW Preferred Stock payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not dividend payment date, then holders of NW Preferred Stock will have no right to receive a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, dividend in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated ending on such dividend payment date, and Finance will have no obligation to pay dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart accrued for such dividends uponperiod, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) dividends on the shares of Series A NW Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to are declared payable on any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the future dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Datedate; providedand provided further, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, no dividend shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any series of NW Preferred Stock during the Corporation’s securities, including Common Stock, from time to time out existence of funds legally available a default in the payment of principal of or interest on any outstanding indebtedness for such payment, and the Holders shall not be entitled to participate in any such dividends.money borrowed of Finance;
Appears in 3 contracts
Samples: Keep Well Agreement (Heller Financial Inc), Keep Well Agreement (Heller Financial Inc), Keep Well Agreement (Heller Financial Inc)
Dividends. (a) Subject to From and after the rights of holders of Senior StockEffective Date, the Holders shall be entitled to receive, when, as and if declared by the Board of Directors or a duly authorized committee of the Board of Directors, as permitted by Section 54 of the Companies Act, the Insurance Xxx 0000 and the rules and regulations made thereunder, out of funds of the Corporation legally available for payment, cumulative dividends at of the Dividend Ratetype and in the amounts determined as set forth in this Section 4, payable in cashand no more.
(b) In the event any dividend on any Common Share is declared by the Board of Directors or paid or any other distribution is made on or with respect to any Common Share, by delivery the Holder of shares each outstanding share of Series A D Preferred Stock as of the record date established by the Board of Directors for such dividend or through any combination distribution (each, a “Record Date”) shall be entitled to receive dividends in an amount equal to the product of cash (x) the per share dividend or other distribution declared or paid in respect of such Common Share and shares (y) the Applicable Conversion Rate as of Series A Preferred Stock at the Corporation’s sole electionRecord Date on such Common Share, as provided pursuant such dividends to Section 4. Dividends be payable on the Series A Preferred Stock shall be payable quarterly in arrears at same payment date established by the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements Board of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available Directors for the payment of such dividend or distribution on such Common Share. The Record Date for any such dividend shall be the Record Date for the applicable dividend or distribution on the Common Share, and any such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear Person in whose name the share of Series D Preferred Stock is registered at the close of business on the Corporation’s stock register at the Close of Business on the relevant Dividend applicable Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid uponon any Common Shares, unless a dividend, payable in the same consideration and manner, is simultaneously declared or any sum of cash set apart for paid, as the payment of dividends uponcase may be, any outstanding on each share of the Series A D Preferred Stock with respect to in an amount determined as set forth above; provided that any dividend period unless payable in the form of Common Shares shall instead be paid in the form of additional shares of Series D Preferred Stock based on the Applicable Conversion Rate (a “PIK Dividend”). For purposes of this Certificate of Designations, the term “dividends” shall include any pro rata distribution by the Company of cash, property, securities (including, but not limited to, rights, warrants or options) or other property or assets to the holder of any Common Shares, whether or not paid out of capital, surplus or earnings, other than a distribution upon Liquidation of the Company in accordance with Section 5 hereof.
(d) The Company shall at all accumulated dividends for all preceding dividend periods have been declared times reserve and paid uponkeep available out of its authorized and unissued Series D Preferred Stock, or a sufficient sum in cash or the full number of shares of Series A D Preferred Stock have been set apart required for the payment purposes of such dividends upon, paying all outstanding shares of Series A Preferred StockPIK Dividends that may become payable.
(de) So long as any shares of Series A D Preferred Stock remain outstanding, no if all dividends payable pursuant to this Section 4 on all outstanding shares of the Series D Preferred Stock for any Dividend Period have not been declared and paid, or other distributions (other than declared and funds set aside therefor, the Company shall not (x) in the case declare or pay dividends with respect to, or, directly or indirectly, redeem, purchase or acquire any of Parity Stock, a dividend its Junior Securities or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stockdirectly or indirectly, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemptionredeem, purchase or acquisition. The foregoing limitation shall not apply to:
acquire any of its Parity Securities, other than, in each case, (i) conversions into or exchanges forredemptions, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions purchases or other acquisitions of Junior Securities or Parity Stock or Junior Stock Securities in connection with the administration of any benefit or other incentive plan, including any employment contract, in benefit plan or other similar arrangement with or for the ordinary course benefit of business;
(iv) any dividends one or distributions of rights more employees, officers, directors or consultants or in connection with a dividend reinvestment plan, (ii) any declaration of a dividend in connection with any stockholders’ rights plan plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant to thereto, (iii) conversions or exchanges of Junior Securities or Parity Securities for Junior Securities or Parity Securities and (iv) any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock the Company’s share capital pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock share capital or the security securities being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on If the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled with respect to any share of Series D Preferred Stock is prior to the date of payment of dividends accrued and unpaid through on such share, the Conversion Date or Holder of such share of Series D Preferred Stock will not have the Mandatory Conversion Dateright to receive dividends on such share; provided that the Holder of such share shall receive the dividend, respectivelyif any, payable to the holders of the Common Shares into which such share is converted on such dividend payment date.
(g) Subject The Company shall not declare or pay a dividend if the Company has reasonable grounds for believing that (i) the Company is or, after giving effect to such payment, would be, unable to pay its liabilities as they become due, or (ii) the foregoingrealizable value of the Company’s assets would thereby be less than the Company’s liabilities, or (iii) the Company is or, after such dividends (payable payment, would be in cashbreach of any applicable individual or group solvency and liquidity requirements or applicable individual or group enhanced capital requirements or such other applicable rules, securities regulations or other property) restrictions as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out be issued by the BMA pursuant to the terms of funds legally available for such payment, the Insurance Xxx 0000 of Bermuda and the Holders shall not be entitled to participate in related regulations and rules or any such dividendssuccessor legislation or then applicable law.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (American International Group Inc), Stock Purchase Agreement (Arch Capital Group Ltd.)
Dividends. (a) Subject The Series B Preferred Stock will rank pari passu with the Common Stock with respect to the payment of dividends or distributions, whether payable in cash, securities, options or other property, and with respect to issuance, grant or sale of any rights to purchase stock, warrants, securities or other property (collectively, the “Dividends”) on a pro rata basis with the Common Stock determined on an as-converted basis assuming all shares had been converted pursuant to Section 5 as of immediately prior to the record date of the applicable Dividend (or if no record date is fixed, the date as of which the record holders of Senior StockCommon Stock entitled to such Dividends are to be determined). Accordingly, Holders shall the holders of record of Series B Preferred Stock will be entitled to receivereceive as, when, as and if declared by the Board out of funds of Directors, Dividends in the Corporation legally available for payment, cumulative dividends at same per share amount as paid on the Dividend Rate, payable in cash, by delivery number of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Common Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or the number of shares of Series A Preferred Common Stock have been set apart for into which the payment of such dividends upon, all outstanding shares of Series A B Preferred Stock.
(d) So long as Stock would be converted, and no Dividends will be payable on the Common Stock or any shares other class or series of capital stock ranking with respect to Dividends pari passu with the Common Stock unless a Dividend identical to that paid on the Common Stock is payable at the same time on the Series B Preferred Stock in an amount per share of Series A B Preferred Stock remain outstanding, no dividends or other distributions equal to the product of (other than (xa) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are per share Dividend declared and paid in full on, or a sufficient sum respect of cash or each share of Common Stock and (b) the number of shares of Common Stock into which such share of Series A B Preferred Stock for the payment thereof is set apart for such dividends upon, then convertible (without regard to any limitations on conversion of the Series A B Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that if a stock Dividend is declared on Common Stock payable solely in Common Stock, the holders of Series B Preferred Stock will be entitled to a stock Dividend payable solely in shares of Series A B Preferred Stock. Dividends that are payable on Series B Preferred Stock surrendered for conversion during will be payable to the period between the Close holders of Business on any Dividend Record Date and the Close record of Business Series B Preferred Stock as they appear on the Conversion Date or stock register of the Mandatory Conversion DateCorporation on the applicable record date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may of Directors, which record date will be declared and paid on any the same as the record date for the equivalent Dividend of the Corporation’s securities, including Common Stock. In the event that the Board of Directors does not declare or pay any Dividends with respect to shares of Common Stock, from time then the holders of Series B Preferred Stock will have no right to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in receive any such dividendsDividends.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Republic First Bancorp Inc), Securities Purchase Agreement (Republic First Bancorp Inc), Securities Purchase Agreement (Pathfinder Bancorp, Inc.)
Dividends. (a) Subject The Holders of shares of the Series B Preferred Stock, in preference to the rights of holders of Senior all Junior Capital Stock and on a pari passu basis with holders of Parity Capital Stock, Holders shall will be entitled to receive, when, as and if dividends are declared by the Board of Directors, out of funds of the Corporation legally available for paymenttherefor, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to in this Section 42. Dividends on the each outstanding share of Series A B Preferred Stock shall be payable quarterly in arrears cash, or at the Dividend Rateoption of the Corporation, in such number of shares of Series B Preferred Stock as is set forth in Section 2(d) below, and shall accumulate accrue (whether or not earned or declared) at the rate of 8% per annum on the sum of (i) the Purchase Price and (ii) all accumulated and unpaid dividends accrued thereon from the date of issuance thereof (the "Series B Dividends"). Such dividends will be calculated and accrued on a quarterly basis on the last day of each fiscal quarter of the Corporation in respect of the prior three month period prorated on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day monthspartial periods.
(b) If the Corporation at any Dividend Payment Date falls on a day that is not a Business Daytime pays less than the total amount of Series B Dividends then accrued with respect to the Series B Preferred Stock, such payment shall be distributed ratably among the required payment will be made Holders based upon the aggregate accrued but unpaid Series B Dividends on the next succeeding Business Day and no interest or dividends on Series B Preferred Stock held by each such payment will accrue or accumulate, as the case may be, in respect of the delayHolder.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for In the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 event that the Corporation declares or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) pays any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) upon the deemed purchase or acquisition of fractional interests in shares of Parity Common Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by other than dividends payable solely in shares of Common Stock, the Board may be Corporation shall also declare and pay to the Holders at the same time that it declares and pays such dividends to the holders of the Common Stock, the dividends which would have been declared and paid on any with respect to the Series B Preferred Stock had all of the Corporation’s securities, including Common Stock, from time outstanding Series B Preferred Stock been converted in accordance with Section 6(a) immediately prior to time out of funds legally available the record date for such paymentdividend, and or if no record date is fixed, the Holders shall not be date as of which the record holders of Common Stock entitled to participate in any such dividendsdividends are to be determined.
(d) The Corporation may pay the Series B Dividends to each Holder by the issuance of such number of shares of Series B Preferred Stock as equals the quotient of (i) the accrued and unpaid Series B Dividends with respect to the shares of Series B Preferred Stock held such Holder and (ii) the Purchase Price.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Airnet Communications Corp), Securities Purchase Agreement (Airnet Communications Corp), Securities Purchase Agreement (SCP Private Equity Partners Ii Lp)
Dividends. (a) Subject to the rights The holder of holders each share of Senior Stock, Holders Class B Redeemable Preferred Stock shall be entitled to receivereceive on the 15th day of April, whenJuly, October and January, or the next business day if such 15th business day is not a business day (each such date being referred to herein as a "Dividend Payment Date"), out of funds legally available for such purpose, and if as declared by the Board out of funds of Directors, cumulative quarterly cash dividends in a per share amount equal to $.291667 for each day during which such share was outstanding during the calendar quarter immediately preceding the Dividend Payment Date. In case the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) pay a dividend on the Class B Redeemable Preferred Stock in any dividend period or periods any agreements shares of the Corporation prohibit the current payment of dividendsClass B Redeemable Preferred Stock, (ii) there subdivide the outstanding shares of Class B Redeemable Preferred Stock, or (ii) combine the outstanding shares of Class B Redeemable Preferred Stock into a smaller number of shares, the per share dividend rate in effect immediately prior thereto shall be earnings proportionately adjusted so that the aggregate dividend rate of all shares of Class B Redeemable Preferred Stock immediately after such event shall equal the aggregate dividend rate of all shares of Class B Redeemable Preferred Stock immediately prior thereto. An adjustment made pursuant to this section shall become effective (x) upon the effective date in the case of a subdivision or funds combination or (y) upon the record date in the case of a dividend of shares. Quarterly dividends shall be paid on the basis of 90 days in each full quarter regardless of the Corporation legally available number of actual days in each quarter, but dividends for less than a full quarter shall be based on the actual number of days during which each share is outstanding. Each dividend declared by the Board of Directors shall be paid to the holders of shares of the Class B Redeemable Preferred Stock as such holders' names appear on the stock books on the related record date. Such record date shall be the last day of the calendar quarter immediately preceding the applicable Dividend Payment Date. Dividends in arrears with respect to any past Dividend Payment Date with respect to shares of Class B Redeemable Preferred Stock may be declared by the Board of Directors and paid on the outstanding shares of the Class B Redeemable Preferred Stock on any date fixed by the Board of Directors, whether or not a regular Dividend Payment Date, to the holder of the shares of the Class B Redeemable Preferred Stock on the related record date fixed by the Board of Directors, which shall not be less than 10 nor more than 45 days before the date fixed for the payment of such dividend. Any dividend payment made on shares of the Class B Redeemable Preferred Stock shall first be credited against the dividends accrued with respect to the earliest Dividend Payment Date for which dividends have not been paid. If full cumulative dividends have not been paid or declared and set aside for payment on the shares of the Class B Redeemable Preferred Stock, all cumulative dividends on the shares of the Class B Redeemable Preferred Stock shall be declared and paid pro rata to the holders of the outstanding shares of the Class B Redeemable Preferred Stock entitled thereto, so that in all cases the amount of dividends declared per share on the shares of the Class B Redeemable Preferred Stock bear to each other the same ratio that accumulated dividends per share on all shares of Class B Redeemable Preferred Stock bear to each other. No holder of shares of Class B Redeemable Preferred Stock shall be entitled to any dividends, whether payable in cash, property or stock, in excess of full cumulative dividends, as provided in this section (iii) the Corporation declares the payment of dividendsb). Dividends No interest, or sum of money in lieu of interest, shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of any dividend payment on the delay.
(c) No dividend shall be declared or paid upon, or any sum shares of cash set apart for the payment of dividends upon, any outstanding share of the Series A Class B Redeemable Preferred Stock with respect to any dividend period unless all accumulated dividends that may be in arrears. Except as set forth above, for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So so long as any shares of Series A the Class B Redeemable Preferred Stock remain are outstanding, no dividends may be paid or declared and set aside for payment or other distributions (other than (x) in distribution made upon the case of Parity Class A Convertible Preferred Stock, a dividend Common Stock or distribution payable solely in any other stock of the Corporation ranking junior to the shares of Parity the Class B Redeemable Preferred Stock or as to dividends ("Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, or set apart for payment upon, any Parity Stock or Junior Stock"), nor may any Parity Stock or shares of Junior Stock be redeemed, purchased or otherwise acquired by the Corporation for any consideration (or any money paid payment made to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by the Corporation or on behalf shares of the Corporation or by any of the Corporation’s Subsidiariessuch stock), unless full cumulative dividends on all accumulated and unpaid dividends shares of Class B Redeemable Preferred Stock for all preceding dividend periods Dividend Payment Dates accruing on or prior to the date of such transaction have been or contemporaneously are declared and paid in full onthrough the most recent Dividend Payment Date. If dividends are not paid on a Dividend Payment Date, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for then such dividends upon, the Series A Preferred Stock shall accrue and any Parity Stock for all dividend payment periods ending on or prior to the date of be cumulative from and after such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchangedDividend Payment Date. Notwithstanding the foregoing, if full no dividends have not been shall be paid on the Series A or payable with respect to any shares of Class B Redeemable Preferred Stock and any Parity Stock, dividends may be declared and paid on if such payment is otherwise prohibited by section (h) of this Certificate of Designations or by the Series A Delaware General Corporation Law. Dividends with respect to shares of Class B Redeemable Preferred Stock may also be subject to setoff and such Parity Stock so long recoupment as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share contemplated by section (whether or not declaredk) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferenceshereof.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Clearview Cinema Group Inc), Asset Purchase Agreement (Clearview Cinema Group Inc), Asset Purchase Agreement (Clearview Cinema Group Inc)
Dividends. (ai) Subject to the rights of holders of Senior Stock, Holders The Holder(s) shall be entitled to receive, on each share of Series A Preferred Stock, when, as and if declared by the Board of Directors, out of any funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends, cumulative cash dividends or at a rate per annum equal to 8.0% of the Liquidation Preference (iiithe “Dividend Rate”) in accordance with subdivision 1 of Article FOURTH of the Certificate of Incorporation and this Subdivision 3(d); provided, however, that in the event that on any Dividend Payment Date there shall be accrued and unpaid dividends for any prior Dividend Period, the Dividend Rate shall equal 8.0% per annum of the sum of (x) the Corporation declares Liquidation Preference and (y) the payment amount of dividends). all such accrued and unpaid dividends for any prior Dividend Periods.
(ii) Dividends shall be will accrue and cumulate from the Issue Date and are payable quarterly in arrears on each the first day of January, April, July and October (each, a “Dividend Payment Date”), commencing on the first Dividend Payment Date (commencing on [●], 2017) to following the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Issue Date. Dividends payable for any period less than If a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment dividends will be made paid on the next succeeding Business Day as if it were paid on the Dividend Payment Date and no interest or will accrue in connection therewith. If dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share shares of the Series A Preferred Stock with shall be cumulative from a date less than thirty days prior to the first quarter-yearly dividend payment date in respect of such shares, the dividends accrued on such shares to any such date shall not be payable on such date but shall be payable on the next following quarter-yearly dividend period unless all accumulated payment date.
(iii) The amount of dividends payable for all preceding dividend periods have been declared and paid uponeach full quarterly Dividend Period will be computed by dividing the Dividend Rate by four. The amount of dividends payable for the initial Dividend Period, or any other Dividend Period shorter or longer than a sufficient sum in cash or full quarterly Dividend Period, will be computed on the basis of the actual number of shares days elapsed during such Dividend Period over a 360-day year.
(iv) Dividends will be paid to the Holder(s) as such Holder(s) appear in the records of the Corporation at the Close of Business on the 15th day of the immediately preceding calendar month in which the applicable Dividend Payment Date falls (the “Dividend Record Date”). The Dividend Record Date shall apply regardless of whether any particular Dividend Record Date is a Business Day.
(v) Dividends on any share of Series A Preferred Stock have been set apart for converted to Common Stock shall cease to accumulate on the Mandatory Conversion Date or any applicable Conversion Date, as applicable.
(vi) In case the stated dividends and the amounts payable on liquidation are not paid in full, the shares of the Series A Preferred Stock shall share ratably in the payment of dividends (including accumulations, if any) in accordance with the sums which would be payable on said shares if all dividends were declared and paid in full, and in any distribution of assets other than by way of dividends in accordance with the sums which would be payable on such dividends upon, distributions if all outstanding shares of Series A Preferred Stocksums payable were discharged in full.
(dvii) So long as any shares of the Series A Preferred Stock remain are outstanding, no dividends dividend whatever shall be paid or other distributions declared at any time, and no distribution made, on any junior stock (other than (xin junior stock) in the case of Parity Stock, a dividend or distribution payable solely in nor shall any shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may junior stock be declared, made or paid upon, 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 value or redeemed at any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) time by the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, subsidiary unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock for all past quarter-yearly dividend periods (other than the first quarter-yearly dividend period for any shares if the dividend on such shares for such period shall not then be payable pursuant to the provisions of Subdivision 3(d)(ii)) shall have been paid and any Parity Stock, the full dividends may be thereon for the then current quarter-yearly dividend period shall have been paid or declared and paid on a sum sufficient for the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Datethereof set apart; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, foregoing restriction in this Subdivision 3(d) shall only be entitled not apply to the dividends accrued and unpaid through acquisition of any junior stock solely in exchange for, or solely out of the Conversion Date or the Mandatory Conversion Dateproceeds of sale of, respectively.
(g) any other junior stock. Subject to the foregoingforegoing provisions of this Subdivision 3(d), and to any further limitations prescribed by the Board of Directors in accordance with subdivision 1 of Article FOURTH of the Certificate of Incorporation, and not otherwise, such dividends (payable in cash, securities stock or other propertyotherwise) as may be determined by the Board of Directors may be declared and paid on any of the Corporation’s securities, including Common Stock, junior stock from time to time out of any funds of the Corporation legally available for such paymenttherefor, and the Holders Series A Preferred Stock shall not be entitled to participate in any such dividends.
(viii) The holders of shares of the Series A Preferred Stock shall not be entitled to receive any dividends thereon other than the dividends referred to in this Subdivision 3(d).
Appears in 3 contracts
Samples: Exchange Agreement, Exchange Agreement (Xerox Corp), Exchange Agreement (CONDUENT Inc)
Dividends. (a) Subject to the rights of The holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares shall be entitled to receive preferential dividends at an annual rate equal to six percent (6%) per annum times the Original Issue Price (as defined below) for each share of Series A Preferred Stock held by such holders, and such dividends shall be payable in cash to the holders of record at the Corporation’s sole election, as provided pursuant to Section 4close of business on each March 15 and September 15 of each year. Dividends on shares of the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as on which such shares are issued and, to which dividends have been paidthe extent they are not paid in cash when due, orshall compound on a semi-annual basis on each March 15 and September 15 of each year, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be Company has earnings or profits, whether or not there are funds of the Corporation legally available for the payment of such dividends and whether or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day monthsnot dividends are declared.
(b) If Upon conversion of any Dividend Payment Date falls on a day that is not a Business Dayshare of Series A Preferred Stock into Common Stock pursuant to Section 4, the required holder of such Series A Preferred Stock shall be entitled to receive payment will be made on of all accrued and unpaid dividends thereon, at the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect option of the delayholder thereof, (i) in cash or (ii) in the form of such number of additional shares of Common Stock equal to (x) the amount of such accrued and unpaid dividends, divided by (y) the then applicable Series A Conversion Price.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, In no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, or set apart for payment upon, any Parity Stock or Junior Stock, nor event may any Parity Stock or Junior Stock dividends 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock unless, at the time of such payment, any and any Parity Stock, all dividends may be declared then accrued and paid payable on the Series A Preferred shares of any Senior Stock and such Parity Stock so long as the shall have been paid in full. If dividends are declared and paid pro rata so that the amounts of dividends declared per share on the shares of Series A Preferred Stock and shares of such Parity Stock in an amount less than the total amount of such dividends at the time accrued and payable on all of such shares, such dividends shall be allocated pro rata (in proportion to the respective amounts due with respect thereto) among all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the such shares of Series A Preferred Stock and shares of such Parity Stock bear at the time outstanding based on the amount of dividends then due with respect to each othersuch share. In no event may any dividends be paid on any Junior Stock unless, in proportion to their respective liquidation preferences.
(e) Holders at the time of such payment, any and all dividends then accrued and payable on the shares of the Series A Preferred Stock shall not be entitled to any dividend have been paid in excess of full cumulative dividendsfull.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 2 contracts
Samples: Securities Purchase Agreement (General Devices Inc), Merger Agreement (General Devices Inc)
Dividends. (a) Subject to the rights of The holders of Senior Stock, Holders shall shares of Preferred Stock will be entitled to receive, when, as and if dividends are declared by the Board of Directors, or any duly authorized committee thereof, dividends at the rate of US$0.80 per annum per share of Preferred Stock, to be payable in cash out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears therefor on each Dividend Payment Date (commencing Date, as set forth below. Declared dividends will be payable on [●[ ], 2017) [ ], [ ] and [ ] of each year (each, a “Dividend Payment Date”), beginning on the first such date to occur after the Issue Date. If any of those dates is not a Business Day, then such dividends will be payable on the next succeeding Business Day. The dividends payable on any Dividend Payment Date will accrue from the last Dividend Payment Date or, prior to the Holders first Dividend Payment Date, the Issue Date. Declared dividends will be payable to holders of record as they appear in the Company’s stock records at the close of business on the Corporation’s stock register at date which is 30 days prior to the Close Dividend Payment Date; provided, that if any such date is not a Business Day, then to the holders of Business record on the relevant next succeeding Business Day (each, a “Dividend Payment Record Date”). Dividends payable for any period less than a full quarterly dividend period (based upon on the number shares of days elapsed during the period) shall Preferred Stock will be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) Dividends on the Convertible Preferred Stock are cumulative. If the Board of Directors or any authorized committee thereof fails to declare a dividend to be payable on a Dividend Payment Date, the dividend will accumulate on that Dividend Payment Date falls on a day that is not a Business Day, the required payment until declared and paid or will be made on forfeited upon conversion, except under the next succeeding Business Day circumstances described in Section 7(c) and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay7(f).
(c) No dividend The Company shall not be declared obligated to pay holders of Preferred Stock any interest or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash money in lieu of fractional shares) may be declared, made interest on any dividend not paid on a Dividend Payment Date or paid upon, any other late payment. If the Board of Directors 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 an authorized committee thereof does not declare a dividend 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends uponDividend Payment Date, the Series A Preferred Stock Board of Directors or an authorized committee thereof may declare and pay the dividend on any Parity Stock for all dividend payment periods ending on or prior to the date of such declarationsubsequent date, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares . The persons entitled to receive the dividend in such case will be holders of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business as they appear on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined stock register on a date selected by the Board may of Directors or an authorized committee thereof. That date must not (a) precede the date the Board of Directors or an authorized committee thereof declares the dividend payable or (b) be declared and paid on any of the Corporation’s securities, including Common Stock, from time more than 60 days prior to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendsthat Dividend Payment Date.
Appears in 2 contracts
Samples: Merger Agreement (National Health Realty Inc), Merger Agreement (National Healthcare Corp)
Dividends. (a) Subject to Dividends on the rights of holders of Senior Stock, Holders shall Series F Preferred Stock will be entitled to receivepayable semi-annually in arrears, when, as and if authorized by the Board of Directors and declared by the Board Corporation out of funds of the Corporation legally available for paymentfunds, on a non-cumulative basis on the $10,000 per share liquidation preference, at an annual rate equal to 9%. Subject to the foregoing, dividends at the Dividend Rate, will be payable in casharrears on December 1 and June 1 of each year (each, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock a “Dividend Payment Date”), commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paidOriginal Issue Date, or, if no dividends have been paidany such day is not a business day, from the Initial Issue Date (whether or not (i) in any next business day. Each dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall will be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders holders of record as they appear on the Corporation’s stock register at on the Close fifteenth day of Business on the month prior to the month in which the relevant Dividend Record DatePayment Date occurs. Each period from and including a Dividend Payment Date (or the date of the issuance of the Series F Preferred Stock) to but excluding the following Dividend Payment Date is herein referred to as a “Dividend Period”. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall each Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) . If any a scheduled Dividend Payment Date falls on a day that is not a Business Daybusiness day, the required payment dividend will be made paid on the next succeeding Business Day business day as if it were paid on the scheduled Dividend Payment Date, and no interest or other amount will accrue on the dividend so payable for the period from and after that Dividend Payment Date to the date the dividend is paid.
(b) Dividends on the Series F Preferred Stock will be non-cumulative. If for any reason the Board of Directors does not authorize and the Corporation does not declare full cash dividends on such payment the Series F Preferred Stock for a Dividend Period, the Corporation will accrue have no obligation to pay any dividends for that period, whether or accumulate, as not the case may be, in respect Board of Directors authorizes and the Corporation declares dividends on the Series F Preferred Stock for any subsequent Dividend Period. The Corporation is not obligated to and will not pay holders of the delaySeries F Preferred Stock any dividend in excess of the dividends on the Series F Preferred Stock that are payable as described above. There is no sinking fund with respect to dividends.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the The Series A F Preferred Stock created hereby shall rank equally, as to dividends, with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of the Corporation’s Series A C 9% Non-Cumulative Perpetual Convertible Preferred Stock have been set apart for (the payment of such dividends upon, all outstanding shares of “Series A C Preferred Stock.
(d) So long as any shares of ”), Series A D 9% Non-Cumulative Perpetual Convertible Preferred Stock remain outstanding, no dividends (the “Series D Preferred Stock”) and Series E 9% Non-Cumulative Perpetual Convertible Preferred Stock (the “Series E Preferred Stock”). The Corporation may not declare or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, pay or set apart for payment uponfull dividends on any series of preferred stock ranking, as to dividends, equally with or junior to the Series F Preferred Stock unless the Corporation has previously declared and paid or set apart for payment, or the Corporation contemporaneously declares and pays or sets apart for payment, full dividends on the Series F Preferred Stock for the most recently completed Dividend Period. When dividends are not paid in full on the Series F Preferred Stock and any Parity series of preferred stock ranking equally as to dividends, all dividends upon the Series F Preferred Stock or Junior Stockand such equally ranking series will be declared and paid pro rata. For purposes of calculating the pro rata allocation of partial dividend payments, nor may the Corporation will allocate dividend payments based on the ratio between the then-current dividend payments due on shares of Series F Preferred Stock and the aggregate of the current and accrued dividends due on any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (equally ranking series. The Corporation will not pay interest or any sum of money instead of interest on any dividend payment that may be in arrears on the Series F Preferred Stock. Unless the Corporation has paid to or made available declared and set aside for payment full dividends on the Series F Preferred Stock for the most recently completed Dividend Period, the Corporation will not: · declare or make any dividend payment or distribution on any junior ranking stock, other than a dividend paid in junior ranking stock, or · redeem, purchase, otherwise acquire or set apart money for a sinking fund for the redemption of any Parity junior or equally ranking stock, except by conversion into or exchange for junior ranking stock. As used herein, “junior to the Series F Preferred Stock,” “junior ranking stock” and like terms refer to the Corporation’s Common Stock and any other class or Junior Stock) by the Corporation or on behalf of the Corporation or by any series of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of capital stock over which the Series A F Preferred Stock for has preference or priority in the payment thereof is set apart for such of dividends uponor in the distribution of assets on the Corporation’s liquidation, dissolution or winding up, and “equally ranking” and like terms refer to the Series C Preferred Stock, the Series A D Preferred Stock and the Series E Preferred Stock, and any Parity other class or series of the Corporation’s capital stock that ranks on a parity with the Series F Preferred Stock for all dividend in the payment periods ending of dividends or in the distribution of assets on the Corporation’s liquidation, dissolution or prior winding up. Subject to the date of such declarationconditions described above, payment, redemption, purchase or acquisition. The foregoing limitation shall and not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stockotherwise, dividends (payable in cash, stock, or otherwise), as may be determined by the Board of Directors or a duly authorized committee of the Board of Directors, may be declared and paid on the Corporation’s Common Stock and any other stock ranking equally with or junior to the Series A F Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds any assets legally available for such payment, and the Holders shall holders of the Series F Preferred Stock will not be entitled to participate in any such those dividends.
Appears in 2 contracts
Samples: Amendment Agreement (Midland States Bancorp, Inc.), Amendment Agreement (Midland States Bancorp, Inc.)
Dividends. (a) Subject to the rights of holders Holders of Senior Stockany class of capital stock ranking senior to the Series A-1 Preferred Stock with respect to dividends, Holders shall be entitled to receive, when, as and if declared by the Board out of funds of Directors and to the Corporation legally available for paymentextent lawful, cumulative dividends at a rate per year of 5.250% of the Dividend RateInitial Liquidation Preference (equivalent to $5.25 per year per share of Series A-1 Preferred Stock), payable in cash, by delivery of shares of Series A Preferred Common Stock or through by delivery of any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole electionCommon Stock, as provided pursuant determined by the Corporation in its sole discretion (subject to the limitations described in Section 4). Dividends Declared dividends on the Series A A-1 Preferred Stock shall be payable quarterly in arrears on each Dividend Payment Date at the Dividend Ratesuch annual rate, and dividends shall accumulate on a daily basis from the most recent date as to which dividends shall have been paid, paid or, if no dividends have been paid, from the Initial Issue Date (Date, whether or not (i) declared or in any dividend period Dividend Period or periods any agreements Dividend Periods, as the case may be, there have been funds or shares of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation Common Stock legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall will be payable quarterly in arrears on each a Dividend Payment Date (commencing to Holders that are Record Holders on [●]the Regular Record Date immediately preceding such Dividend Payment Date, 2017) but only to the extent a dividend has been declared to be payable on such Dividend Payment Date, except that dividends payable on the Mandatory Conversion Date will be payable to the Holders as they appear presenting the Series A-1 Preferred Stock for conversion. If any Dividend Payment Date is not a Business Day, the dividend payable on such date shall be paid on the Corporation’s stock register at the Close next Business Day without any adjustment, interest or other penalty in respect of Business on the relevant Dividend Record Datesuch delay. Dividends payable on shares of Series A-1 Preferred Stock for each full Dividend Period shall be computed by dividing the annual dividend rate by four. Dividends payable on shares of Series A-1 Preferred Stock for any period less other than a full quarterly dividend period (Dividend Period shall be based upon on the number of days elapsed during the period) shall be such Dividend Period and computed on the basis of a 360-day year consisting of twelve 30-day months. Accumulated dividends on shares of Series A-1 Preferred Stock shall not bear interest if they are paid subsequent to the applicable Dividend Payment Date.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A A-1 Preferred Stock with respect to any dividend period Dividend Period unless all accumulated dividends for all preceding dividend periods Dividend Periods shall have been declared and paid uponpaid, or declared and a sufficient sum in cash or number of shares of Series A Preferred Stock have has been set apart for the payment of such dividends upondividends, upon all outstanding shares of Series A A-1 Preferred Stock. No dividend shall be paid unless and until the Board of Directors declares a dividend payable with respect to the Series A-1 Preferred Stock.
(dc) Holders shall not be entitled to any dividends on the Series A-1 Preferred Stock, whether payable in cash, shares of Common Stock or any combination thereof, in excess of full cumulative dividends.
(i) So long as any shares share of Series A A-1 Preferred Stock remain remains outstanding, :
(A) no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock, except dividends payable solely in shares of Parity Stock or Junior Common Stock, ;
(yB) in the case of Junior Stock, a no dividend or distribution payable solely shall be declared or paid on Parity Stock, except as set forth in shares of this Section 3(d); and
(C) no Common Stock, Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, or set apart for payment upon, any Parity Stock shall be, directly or Junior Stockindirectly, nor may any Parity Stock or Junior Stock be redeemedpurchased, purchased redeemed 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s its Subsidiaries, unless all accumulated accrued and unpaid dividends for all preceding dividend periods past Dividend Periods, including the latest completed Dividend Period, on all outstanding shares of Series A-1 Preferred Stock have been or are contemporaneously are declared and paid in full on, (or have been declared and a sum sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is has been set apart aside for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending benefit of the Holders on or prior to the date of such declaration, payment, redemption, purchase or acquisition. applicable Regular Record Date).
(ii) The foregoing limitation limitations set forth in Section 3(d)(i) shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stockredemptions, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions purchases or other acquisitions of Parity shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit or other incentive plan, including any employment contract, plan in the ordinary course of businessbusiness (including purchases of shares of Common Stock in lieu of tax withholding and purchases of shares of Common Stock to offset the Share Dilution Amount pursuant to a publicly announced repurchase plan); provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount;
(ivB) any dividends or distributions of rights or Junior Stock in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or;
(vC) the deemed purchase acquisition by the Corporation or acquisition any of fractional interests its Subsidiaries of record ownership in shares Junior Stock or Parity Stock for the beneficial ownership of any other Persons (other than for the beneficial ownership by the Corporation or any of its Subsidiaries), including as trustees or custodians; and
(D) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation preference) or Junior Stock pursuant to and, in each case, the conversion payment of cash solely in lieu of fractional shares. When dividends are not paid (or exchange provisions declared and a sum sufficient for payment thereof set aside for the benefit of such the Holders thereof on the applicable Regular Record Date) on any Dividend Payment Date (or, in the case of Parity Stock or Junior Stock or having dividend payment dates different from the security being converted or exchanged. Notwithstanding the foregoingDividend Payment Dates, if on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full dividends have not been paid on upon the Series A A-1 Preferred Stock and any shares of Parity Stock, all dividends may be declared and paid on the Series A A-1 Preferred Stock and all such Parity Stock so long as and payable on such Dividend Payment Date (or, in the dividends are case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared and paid pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Series A A-1 Preferred Stock and shares of such all Parity Stock shall payable on such Dividend Payment Date (or, in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares case of Series A Preferred Stock and shares of such Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors out of funds of the Corporation lawfully available and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other, in proportion . If the Board of Directors determines not to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to pay any dividend in excess of or a full cumulative dividends.
(f) Holders at the Close of Business dividend on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for paymentPayment Date, the dividend payment on their respective shares of Series A Preferred Stock on Corporation will provide a 10 Business Days’ written notice to the corresponding Holders prior to such Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) . Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors may be declared and paid on any securities of the Corporation’s securities, including Common Stock and other Junior Stock, from time to time out of any funds legally of the Corporation lawfully available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 2 contracts
Samples: Merger Agreement (Envision Healthcare Holdings, Inc.), Merger Agreement (Amsurg Corp)
Dividends. (a) Subject to the rights of The holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A B Preferred Stock or through any combination are entitled to receive stated cash dividends from the corporation at an annual rate of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate$0.60 per share, and shall accumulate on a daily basis from no more, subject to declaration by the most recent date as to which dividends have been paidBoard of Directors, or, if no dividends have been paidat its sole discretion, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of dividends. Dividends on the Series B Preferred Stock will not be cumulative on a year-to-year basis. Dividends will be payable as they are declared by the Board of Directors at such dividends time or (iii) times as it elects, and no holder of Series B Preferred Stock will have any right to receive any dividend unless and until that dividend has been declared by the Corporation declares Board of Directors. The stated annual dividend may be declared and paid in increments during each calendar year. In connection with each dividend payment, the Board of Directors may set a record date in advance of the payment date for the purpose of dividends)determining the holders of shares of Series B Preferred Stock who are entitled to receive that dividend. Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No cash dividend shall be declared or paid upon, during any calendar year on the corporation’s common stock unless and until there shall have been paid in full to the holders of Series B Preferred Stock (or any sum of cash set apart for purposes of such payment), without preference or priority as between such shares of Series B Preferred Stock or, except as provided below with respect to the payment of dividends upon, any outstanding share of the corporation’s Series A Preferred Stock, as to any other series of Preferred Stock, not less than a pro rata portion of the stated annual dividend thereon for that calendar year, at the rate provided therefor, through the date on which the corporation proposes to pay the cash dividend on the common stock. Shares of Series B Preferred Stock shall not participate in dividends paid with respect to any other class or series of the corporation’s capital stock. No cash dividend period shall be paid during any calendar year on either the corporation’s Series A or Series B Preferred Stock unless all accumulated dividends for all preceding dividend periods and until there shall have been paid in full to the holders of the other such Series of Preferred Stock (or declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment purposes of such dividends uponpayment), all outstanding without preference or priority as between the shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or included in such other distributions (other than (x) in the case of Parity Stockseries, a cash dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in an amount per share that bears the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior same proportionate relationship to the date of stated annual dividend on such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock and such Parity Stock so long series as the dividends are declared and amount proposed to be paid pro rata so that the amounts of dividends declared per share on the shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled first series bears to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectivelystated annual dividend on that first series.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Cardinal Bankshares Corp), Agreement and Plan of Reorganization and Merger (Mountainbank Financial Corp)
Dividends. (a) Subject The shareholders of the Company, upon the vote of a majority of the Common Stock and Preferred Stock voting together as a single class, may declare and pay dividends, subject to the rights availability of holders distributable earnings or reserves (retained earnings) pursuant to Argentine law; provided that if not declared and paid, including due to the absence of Senior Stockdistributable earnings or reserves (retained earnings) in accordance with Argentine law, Holders the dividend preference of the Preferred Stock shall be entitled accumulate up to receive, whenthe date on which payment in full of all such accumulated dividend preferences is made. The Company shall have the right to pay such accumulated amounts in full or in part at any time, as and if declared by the Board out long as payment of funds such accumulated amounts as dividends is permitted under Argentine law as a result of the Corporation legally available for payment, cumulative dividends at availability of distributable earnings or reserves (retained earnings) pursuant to such Argentine law. Until the Dividend Rate, payable in cash, by delivery payment of shares of Series A accumulated dividend preferences on the Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at shall have occurred, dividends may not be declared as to the Corporation’s sole election, common shares. The preference as provided pursuant to Section 4. Dividends on dividends for the Series A Preferred Stock shall be payable quarterly in arrears calculated at an annual rate equal to 10.0% of the Dividend Rate, and shall accumulate on a daily basis Liquidation Preference from the most recent issue date as to which dividends have been paid, of the Preferred Stock; provided that if the shareholders of the Company do not declare or, if no so declared, the Company does not pay in any year beginning in 2020 cash dividends have been paid, from on the Initial Issue Date (whether or not Preferred Stock at such annual rate by the earlier of (i) in any dividend period May 30 of such year or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds the 30th day after the date in such year on which the shareholders of the Corporation legally available for Company declared such dividend (each such date, a “Dividend Payment Date”), the payment of aforementioned annual rate shall increase by 1.0% from such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to until the Holders as they appear next Dividend Payment Date. If such accumulated dividends are not declared and paid in cash on the Corporation’s stock register at subsequent Dividend Payment Date, the Close annual rate of Business dividends payable on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period Preferred Stock (based upon adjusted as provided in the number of days elapsed during the periodpreceding sentence) shall be computed on increase by an additional 1.0% of the basis of a 360-day year consisting of twelve 30-day months.
(b) If any annual rate then payable from such Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on annually until all of such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been are declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for paid. On the payment date all of such accumulated dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full oncash, the annual rate shall be reduced to 10.0% of the Liquidation Preference. In addition, the Preferred Stock shall participate with the Common Stock on an as converted basis on any dividend declared by the shareholders of the Company on the Common Stock. The Company may not declare or pay dividends on the Common Stock unless and until all accumulated dividend preferences on the Preferred Stock have been paid in cash. Conversion Rights: Each share of Preferred Stock shall be (1) mandatorily and automatically converted into a sufficient sum of cash or number of shares of Series A Preferred Common Stock for on the payment thereof date on which a Qualified Equity Offering1 is set apart for consummated or (2) convertible at any time at the option of the holder into a number of shares of Common Stock, in each case, equal to (the “Conversion Ratio”) the greater of (i) 5.5556 shares of Common Stock per US$1.00 of Liquidation Preference at the time of such conversion (including accumulated and unpaid dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declarationconversion), payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction a number of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Common Stock or Junior Stock pursuant to per US$1.00 of Liquidation Preference at the conversion or exchange provisions time of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that conversion (including accumulated and unpaid dividends per share (whether or not declared) on to the shares of Series A Preferred Stock and shares date of such Parity Stock bear conversion) equal to each other, in proportion to their respective liquidation preferences.
(ea) Holders one divided by (b) 80% of the Volume Weighted Average Price2 for the 10 trading dates following the commencement of the exchange offer. In lieu of delivering fractions of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time the Company shall have the option to time out pay a cash adjustment or the nearest whole number of funds legally available for shares of Common Stock in respect of such payment, and fractions. In the Holders shall not be entitled to participate in case of any such dividends.conversion, at the option of a holder of Preferred Stock, the Company shall deliver to such holder a number of American depositary shares representing shares of Common Stock (the “Common ADSs”) equal to the number of shares of Common Stock owed to such holder. In lieu of delivering fractions of Common ADSs, the ADS depositary shall sell in the market the number of shares of Common Stock that would have been represented by such fractions of Common ADSs that would have been delivered to such
Appears in 2 contracts
Samples: Recapitalization Support Agreement, Interest Deferral Agreement
Dividends. (a) Subject to the rights of The holders of Senior Stock, Holders Preferred Shares shall be entitled to receive, when, when and as and if declared by the Board of Directors, out of funds of the Corporation legally available for paymentthe payment of dividends, cumulative dividends per Preferred Share at a rate equal to the product of (x) the Annual Dividend RateRate and (y) the Stated Liquidation Preference Amount. In addition, the holders of Preferred Shares shall be entitled to receive dividends paid or payable on the Common Shares from time to time, if any, whether paid or payable in cash, by delivery of shares of Series A Capital Stock of the Corporation (including, but not limited to, Common Shares), evidence of its Indebtedness, rights or warrants to subscribe for or purchase any of its securities or any other assets or property, with respect to the number of Common Shares, or portion thereof, into which each Preferred Stock or through any combination of cash and shares of Series A Preferred Stock Share is then convertible at the Corporation’s sole electionConversion Price. The amount referred to in the foregoing sentence with respect to each Dividend Period shall be determined as of the applicable Dividend Payment Record Date by multiplying the number of Common Shares, as provided pursuant or portion thereof calculated to Section 4. Dividends the fourth decimal point, into which a Preferred Share would be convertible at the opening of business on such Dividend Payment Record Date (based on the Series A Preferred Stock shall be Conversion Price then in effect) by the dividend payable quarterly or paid for such Dividend Period in arrears at respect of a Common Share outstanding as of the record date for the payment of dividends on the Common Shares with respect to such Dividend RatePeriod or, and shall accumulate on a daily basis from if different, with respect to the most recent date as to period for which dividends with respect to the Common Shares have been paid, or, if no declared. All dividends have been paid, payable under the first sentence of this Section 3(a) shall be cumulative from the Initial Issue Date (Date, whether or not (i) in any dividend period Dividend Period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) Periods there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) dividends, and shall be payable, when, as and if authorized and declared, in arrears on Dividend Payment Dates, commencing on the Corporation declares first Dividend Payment Date after the payment of dividends)Issue Date. Dividends Each such dividend shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders holders of record of the Preferred Shares, as they appear on the stock records of the Corporation at the close of business on each record date, which shall not be more than 30 days preceding the applicable Dividend Payment Date (the “Dividend Payment Record Date”), as shall be fixed by the Board of Directors. Any Dividend Arrearages may be authorized and declared and paid at any time, without reference to any regular Dividend Payment Date, to holders of record on such date, which shall not be more than 45 days preceding the payment date thereof, as may be fixed by the Board of Directors. Dividends on the Preferred Shares shall, at the Corporation’s stock register option, on each Dividend Payment Date, either (i) be paid in cash on such Dividend Payment Date or (ii) added to the Stated Liquidation Preference Amount for the purposes of calculating dividends pursuant to this Section 3(a) (until such time as the Corporation declares and pays such dividend in full and in cash, at which time, such dividend shall no longer be part of the Close Stated Liquidation Preference Amount for the purposes of Business on calculating dividends pursuant to this Section 3(a)) (any amount that has been added to the relevant Stated Liquidation Preference Amount and not yet paid, a “Dividend Record Date. Dividends Arrearage”).
(b) The amount of dividends payable for the initial Dividend Period, or any other period less shorter or longer than a full quarterly dividend period (based upon Dividend Period, on the number of days elapsed during the period) Preferred Shares shall be computed on the basis of twelve 30-day months and a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delayyear.
(c) No dividend shall be declared or All dividends paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and Preferred Shares shall be paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stockpro rata.
(d) So long as any shares of Series A Preferred Stock remain Shares are outstanding, no dividends or other distributions (other than (x) dividends, except as described in the case of Parity Stockimmediately following sentence, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock shall be authorized and (z) cash in lieu of fractional shares) may be declared, made or declared and paid upon, or set apart for payment uponon any series or class or classes of Parity Shares for any period unless full cumulative dividends have been or contemporaneously are authorized and declared and paid or authorized and declared and a sum sufficient for the payment thereof set apart for such payment on the Preferred Shares for all Dividend Periods prior to the dividend payment date for such class or classes or series of Parity Shares. When dividends are not paid in full or a sum sufficient for such payment is not set apart, as aforesaid, all dividends authorized and declared upon Preferred Shares and all dividends authorized and declared upon any other series or class or classes of Parity Stock Shares shall be authorized and declared ratably in proportion to the respective amounts of dividends accumulated and unpaid on the Preferred Shares and such class or classes or series of Parity Shares.
(e) So long as any Preferred Shares are outstanding, no dividends shall be authorized and declared and paid or set apart for payment and no other distribution shall be authorized and declared and made upon Junior StockShares (other than dividends or other distributions paid solely in Junior Shares, or options, warrants or rights to subscribe for or purchase Junior Shares), nor may shall any Parity Stock or Junior Stock Shares be redeemed, purchased or otherwise acquired (other than a redemption, purchase or other acquisition of Common Shares made for purposes of and in compliance with requirements of an employee incentive or benefit plan of the Corporation or any Subsidiary) for any consideration (or any money moneys be paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stockshares of such stock) by the Corporation Corporation, directly or on behalf of the Corporation indirectly (except by conversion into or by any of the Corporation’s Subsidiariesexchange for Junior Shares), unless in each case the full cumulative dividends on all accumulated outstanding Preferred Shares and unpaid dividends for all preceding dividend periods any other Parity Shares shall have been paid or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock payment for all dividend payment periods ending on or prior past Dividend Periods with respect to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection Preferred Shares and all past dividend periods with the satisfaction of employees’ tax withholding obligations pursuant respect to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividendsShares.
(f) Holders at In any case where any dividend payment date shall not be a Business Day, then (notwithstanding any other provision of this Certificate of Designations) payment of dividends need not be made on such date, but may be made on the Close of next succeeding Business Day with the same force and effect as if made on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Datedate; provided, however, that shares no interest shall accrue on such amount of Series A Preferred Stock surrendered dividends for conversion during the period between the Close of Business on any Dividend Record Date from and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectivelyafter such dividend payment date.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 2 contracts
Samples: Exchange Agreement (Kadmon Holdings, LLC), Waiver and Consent Agreement (Kadmon Holdings, LLC)
Dividends. (ai) Subject to the rights of the holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out any other series of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock ranking senior to or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of parity with the Series A Preferred Stock with respect to dividends and any dividend other class or series of capital stock of the Corporation ranking senior to or on a parity with the Series A Preferred Stock with respect to dividends, other than the Common Stock, the holders of the Series A Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, cumulative dividends per share of Series A Preferred Stock at a rate per annum as determined by the Board of Directors during the period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number commencing after the date of original issuance of any shares of Series A Preferred Stock have been set apart for until converted pursuant to Section 5 above; provided, however, in the payment event of an Optional Conversion, all accumulated dividends will automatically be eliminated and no such dividends upon, all outstanding shares will be due or payable to holders of Series A Preferred Stock.
(dii) So long Dividends on the Series A Preferred Stock will accrue on each December 15, March 15, June 15, and September 15, occurring after the date of original issuance, provided that the Corporation shall have the option to pay dividends when and as declared by the Board of Directors of the Corporation. The party that holds the Preferred Stock on an applicable record date for any dividend payment will be entitled to receive such dividend payment and any other accrued and unpaid dividends which accrued prior to such dividend payment date, without regard to any sale or disposition of such shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in subsequent to the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or applicable record date but prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and applicable dividend payment of any corresponding requisite amounts to the appropriate governmental authority);date.
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with The Corporation shall pay the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock described in Section 6(a)(i), at the Corporation's option and any Parity in its sole discretion, out of funds legally available therefor (A) in cash, (B) in shares of Common Stock, dividends may be declared and paid on the Series A Preferred Stock and such Parity Stock so long as the dividends are declared and paid pro rata so that the amounts number of dividends declared per share on the shares of Series A Preferred Common Stock and shares of such Parity Stock shall in all cases bear to be distributed as a dividend to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares holder of Series A Preferred Stock shall not be entitled equal to the cash amount of such dividend payable to such holder on such dividend payment date divided by the average quote per share of Common Stock reported by OTC Bulletin Board or any other stock exchange on which the Common Stock is traded, as determined by the Company (the "Per Share Market Value") for the fifteen (15) trading days immediately preceding such dividend payment date, or (C) in excess any combination of full cumulative dividendscash and shares of Common Stock that the Corporation may determine in its sole discretion, with the number of shares of Common Stock to be distributed in connection therewith to be calculated on the basis set forth in Section 6(a)(iii)(B).
(fiv) Holders No fractional shares of Common Stock or scrip shall be issued upon payment of any dividends in shares of Common Stock. If more than one share of Series A Preferred Stock shall be held by the same holder at the Close time of Business on a Dividend Record Date any dividend payment date, the number of full shares of Common Stock issuable upon payment of such dividends shall be entitled computed on the basis of the aggregate dividend amount that the Corporation has determined to receivepay in Common Stock shares. Instead of any fractional shares of Common Stock which would otherwise be issuable upon payment of such dividends, when, as and if declared by the Board, Corporation shall pay out of funds legally available therefor a cash adjustment in respect of such fractional interest, rounded to the nearest one hundredth (1/100th) of a share, in an amount equal to that fractional interest of the average Per Share Market Value for payment, the fifteen (15) trading days immediately preceding such dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provideddate, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled rounded to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectivelynearest cent ($.01).
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 2 contracts
Samples: Convertible Promissory Note (Hq Sustainable Maritime Industries, Inc.), Purchase Agreement (Hq Sustainable Maritime Industries, Inc.)
Dividends. (a) Subject In the event that a distribution with respect to the rights shares of REIT I Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of Senior Stocksuch shares of REIT I Common Stock on the Closing Date immediately prior to the REIT Merger Effective Time. In the event that a distribution with respect to the shares of REIT II Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, Holders such distribution shall be entitled paid to receive, when, as and if declared by the Board out holders of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of such shares of Series A Preferred REIT II Common Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock Closing Date immediately prior to the REIT Merger Effective Time. REIT I shall be payable quarterly in arrears at coordinate with REIT II the Dividend Ratedeclaration of, and shall accumulate the setting of record dates and payment dates for, dividends on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not REIT I Common Stock so that holders of REIT I Common Stock and REIT I OP Units (i) do not receive dividends on both REIT I Common Stock and REIT II Common Stock received in any the REIT Merger, or REIT I OP Units and REIT II OP Units received in the Partnership Merger, as applicable, in respect of a single calendar quarter or fail to receive a dividend period on either REIT I Common Stock or periods any agreements REIT II Common Stock received in the REIT Merger, or REIT I OP Units and REIT II OP Units received in the Partnership Merger, as applicable, in respect of the Corporation prohibit the current payment of dividends, a single calendar quarter or (ii) there shall be earnings do not receive both a dividend permitted by the proviso to Section 6.1(b)(iii) on REIT I Common Stock or funds of REIT I OP Units and a dividend permitted by the Corporation legally available for proviso to Section 6.2(b)(iii) on REIT II Common Stock or REIT II OP Units received in the payment of such dividends Mergers or (iiifail to receive either a dividend permitted by the proviso to Section 6.1(b)(iii) on REIT I Common Stock or REIT I OP Units or a dividend permitted by the Corporation declares proviso to Section 6.2(b)(iii) on REIT II Common Stock, or REIT II OP Units received in the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day monthsMergers.
(b) If In the event that either REIT I or REIT II shall declare or pay any Dividend Payment Date falls on a day dividend or other distribution that is not a Business Dayexpressly permitted pursuant to the proviso at the end of Section 6.1(b)(iii) or Section 6.2(b)(iii) , respectively, it shall notify the required payment will be made on other Party at least twenty (20) days prior to the next succeeding Business Day Closing Date, and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend other Party shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding entitled to declare a dividend per share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
payable (d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (xi) in the case of Parity StockREIT I, a dividend or distribution payable solely in shares to holders of Parity REIT I Common Stock or Junior StockREIT I OP Units, in an amount per share of REIT I Common Stock or per REIT I OP Unit equal to the product of (yA) the dividend declared by REIT II with respect to each share of REIT II Common Stock by (B) the Exchange Ratio and (ii) in the case of Junior StockREIT II, a dividend or distribution payable solely in shares to holders of Junior REIT II Common Stock and (z) cash REIT II OP Units, in lieu an amount per share of fractional shares) may be declared, made or paid upon, or set apart for payment upon, any Parity REIT II Common Stock or Junior Stock, nor may any Parity per REIT II OP Unit equal to the quotient obtained by dividing (x) the dividend declared by REIT I with respect to each share of REIT I Common Stock or Junior Stock be redeemed, purchased or otherwise acquired by (y) the Exchange Ratio. The record date and time and payment date and time for any consideration (or any money paid dividend payable pursuant to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stockthis Section 7.8(b) by the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or shall be prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferencesClosing Date.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Moody National REIT II, Inc.), Merger Agreement (Moody National REIT I, Inc.)
Dividends. (a) Subject to the rights of The holders of Senior Stock, Holders record of the Class A shares shall be entitled to receivea fixed cumulative preferential dividend, whensubject to the provisions of the Canada Business Corporations Act, ranking pari passu with holders of record of the Class B shares, in preference and priority to any payment of dividends on any other class of shares of the Corporation, at an annual rate per share of 4% of the Redemption Price (as herein defined), payable monthly, on the last day of each month. Such dividends shall accrue and if declared by be cumulative from the Board out respective dates of funds issue of the Class A shares. If on any dividend payment date the Corporation shall not have paid the said dividends in full on all Class A shares, then the outstanding dividends or the unpaid part thereof shall be paid on a subsequent date or dates in priority to dividends on any shares of any other class of shares of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date ranking junior as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day monthsClass A shares.
(b) The holders of record of the Class B shares shall be entitled to a fixed cumulative preferential dividend, subject to the provisions of the Canada Business Corporations Act, ranking pari passu with the holders of record of the Class A shares, in preference and priority to any payment of dividends on any other class of shares of the Corporation, at an annual rate per share of 3.999999% of the Redemption Price, payable monthly, on the last day of each month. Such dividends shall accrue and be cumulative from the respective dates of issue of the Class B shares. If on any Dividend Payment Date falls dividend payment date the Corporation shall not have paid the said dividends in full on all Class B shares, then the outstanding dividends or the unpaid part thereof shall be paid on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest subsequent date or dates in priority to dividends on such payment will accrue or accumulate, as the case may be, in respect any shares of any other class of shares of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for Corporation ranking junior as to the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferencesClass B shares.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hosposable Products Inc), Asset Purchase Agreement (Hosposable Products Inc)
Dividends. Commencing on the date of the issuance of any such shares of Series A Preferred Stock (a) Subject to the rights of holders of Senior Stockeach respectively an “Issuance Date”), Holders shall of Series A Preferred Stock will be entitled to receiveaccrue cumulative dividends on each outstanding share of Series A Preferred Stock from the respective Issuance Date (“Dividends”), at a rate equal to 8.0% simple interest per annum of the Original Issue Price, subject to adjustment as provided herein (the “Dividend Rate”). Accrued Dividends will be payable when, as and if declared by the Board out of funds Directors in its sole discretion. Any calculation of the Corporation legally available for paymentamount of such Dividends payable pursuant to the provisions of this Section I.C. will be made based on a 365-day year, cumulative dividends compounded annually.
1. Dividends and any Make-Whole Amount are payable at the Dividend RateCorporation's election, payable (a) in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls in free trading shares of Common Stock registered pursuant to a current and effective registration statement on a day that is not a Business Dayfile with the U.S. Securities & Exchange Commission, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect valued at 90.0% of the delayfollowing: the VWAP of the Common Stock for the Equity Conditions Measuring Period, not to exceed the Closing Price on any Trading Day during the Equity Conditions Measuring Period.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) 2. So long as any shares of Series A Preferred Stock remain are outstanding, no dividends or other distributions (other than (x) in the case of Parity Stockwill be paid, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, declared or set apart for payment upon, with respect to any Parity Stock or Junior Common Stock, nor may unless the amount of any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money accumulated dividends are first paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares holders of Series A Preferred Stock. The Common Stock for the payment thereof is set apart for such dividends upon, will not be redeemed while the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisitionis outstanding.
3. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment As of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on date upon which a Dividend Record Date shall be entitled to receive, when, as and if is declared by the Board, out Board of funds legally available for paymentDirectors, the dividend payment on their respective shares of Series A Preferred Stock on Dividend Rate applicable to such Dividend shall adjust upward by an amount equal to the corresponding Dividend Payment DateCredit Spread Adjustment for each amount equal to the Adjustment Factor, if any, that the Measuring Metric falls below the Triggering Level; provided, however, that shares of Series A Preferred Stock surrendered for conversion during in no event shall the period between Dividend Rate exceed the Close of Business on any Maximum Rate. Furthermore, the Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, Rate shall only be entitled adjust downward by an amount equal to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject Credit Spread Adjustment for each amount equal to the foregoingAdjustment Factor, such dividends (payable in cashif any, securities or other property) as may be determined by that the Board may be declared and paid on any of Measuring Metric rises above the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendsTriggering Level.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ascent Solar Technologies, Inc.), Securities Purchase Agreement (Ascent Solar Technologies, Inc.)
Dividends. (a) Subject to the rights of holders of Senior Stock, Holders Dividends on each outstanding Series F Preferred Share shall be entitled to receivepayable, when, when and as and if declared authorized by the Board of Directors out of funds legally available therefore, on the date the Company pays a dividend on its Common Shares (each such day being hereinafter called a “Series F Dividend Payment Date”) at the then applicable Dividend Rate (as defined below). Each dividend is payable to holders of record as they appear on the share records of the Corporation legally available Company at 5:00 p.m., New York time, on the record date for each such dividend payment, cumulative dividends at which shall be the Dividend Raterecord date for the Common Shares with respect to such dividend payment (each such date, a “Record Date”).
(b) Dividends payable in cash, by delivery of shares of on each Series A F Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends Share on the Series A Preferred Stock F Dividend Payment Date shall be payable quarterly in arrears at equal to the dividend paid with respect to a Common Share on such date (the “Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends”). Dividends shall be payable quarterly paid in arrears on each Dividend Payment Date (commencing on [●], 2017) the form in which dividends were paid to the Holders as they appear on the Corporation’s stock register at the Close holders of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delayCommon Shares.
(c) No dividend If, for any taxable year, the Company elects to designate as a “capital gain dividend” (as defined in Section 857 of the Internal Revenue Code of 1986, as amended) any portion (the “Capital Gains Amount”) of the dividends (as determined for U.S. federal income tax purposes) paid or made available for the year to holders of all classes of the Company’s equity securities (the “Total Dividends”), then, except as otherwise required by applicable law, that portion of the Capital Gains Amount that shall be declared allocable to the holders of Series F Preferred Shares shall be in proportion to the amount that the total dividends (as determined for U.S. federal income tax purposes) paid or paid upon, or any sum of cash set apart for made available to the payment of dividends upon, any outstanding share holders of the Series A F Preferred Stock Shares for the year bears to the Total Dividends. Except as otherwise required by applicable law, the Company will make a similar allocation with respect to any dividend period unless all accumulated dividends for all preceding dividend periods undistributed long-term capital gains of the Company which are to be included in its stockholders’ long-term capital gains, based on the allocation of the Capital Gains Amount which would have resulted if such undistributed long-term capital gains had been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for distributed as “capital gains dividends” by the payment of such dividends upon, all outstanding shares of Series A Preferred StockCompany to its stockholders.
(d) So long as As used herein, the term “Business Day” shall mean any shares of Series A Preferred Stock remain outstandingday, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend Saturday or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, howeverSunday, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business is neither a legal holiday nor a day on any Dividend Record Date and the Close of Business on the Conversion Date which banking institutions in New York, New York are authorized or the Mandatory Conversion Daterequired by law, as applicable, shall only be entitled regulation or executive order to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectivelyclose.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Benefit Street Partners Realty Trust, Inc.), Agreement and Plan of Merger (Capstead Mortgage Corp)
Dividends. (aA) Subject to In each year the rights of holders of Senior Stock, Holders the Class C Preferred Stock shall be entitled to receive, when, when and as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any Directors of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for paymentthat purpose, semi-annual dividends payable in cash on July 1 and January 1 in each year (each such date being referred to herein as "a Dividend Payment Date"), commencing January 1, 2006, in an amount equal to $.015 per share (that is, $.03 per share on an annual basis).
(B) In the dividend payment on their respective case of the original issuance of shares of Series A Class C Preferred Stock, dividends shall begin to accrue and be cumulative from July 1, 2005. In the case of shares of Class C Preferred Stock on issued after July 1, 2005 but prior to any Dividend Payment Date, dividends shall begin to accrue and be cumulative from the corresponding date of issue to the next Dividend Payment Date; provided, however, that if dividends are not paid on any such Dividend Payment Date, then dividends shall accrue and be cumulative from the Dividend Payment Date to the date such dividends have been paid. Dividends paid on shares of Series A Class C Preferred Stock surrendered 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 Class C Preferred shares at the time outstanding. The Board of Directors may fix a record date for conversion during the period between the Close determination of Business on any Dividend Record Date and the Close holders of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be Class C Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty days prior to the dividends accrued and unpaid through date fixed for the Conversion Date or the Mandatory Conversion Date, respectivelypayment thereof.
(gC) Subject to Whenever dividends payable on the foregoingClass C Preferred Stock as provided in this Section 3 are in arrears, such dividends (payable thereafter and until dividends, including all accrued dividends, on shares of the Class C Preferred Stock outstanding shall have been paid in cash, securities full or other property) as may be determined by the Board may be declared and paid set apart for payment, the Corporation shall not (i) pay dividends on any common stock of the Corporation’s securities, including Common ; or (ii) purchase or otherwise acquire for consideration any share of the Class C Preferred Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate unless required or as provided in any such dividendsSection 4.
Appears in 2 contracts
Samples: Stock Exchange Agreement (Defense Technology Systems, Inc.), Stock Exchange Agreement (NewMarket Technology Inc)
Dividends. (a) Subject to the rights of holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to participate equally and ratably with the holders of shares of Common Stock in all dividends and distributions paid (whether in the form of cash, securities, evidences of indebtedness, assets or otherwise, of the Company, any dividend in excess of full cumulative dividends.
its Subsidiaries or any other Person (for rights, options or warrants to subscribe for or acquire any of the foregoing)) Holders at on the Close shares of Business on a Dividend Record Date shall be entitled Common Stock as if immediately prior to receive, when, as and if declared by each record date for the Board, out payment of funds legally available for paymentdividends to the holders of shares of Common Stock, the dividend payment on their respective shares of Series A Preferred Stock then outstanding were converted into shares of Common Stock (in the manner described in Section 7 below). Dividends or distributions payable pursuant to the preceding sentence shall be payable on the corresponding Dividend Payment Date; provided, however, same date that such dividends or distributions are payable to holders of shares of Common Stock. Each such dividend or distribution shall be payable to the holders of record of shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business as they appear on the Conversion Date stock records of the Company at the close of business on the applicable record date, which shall be not more than 60 days nor less than 10 days preceding the related dividend or the Mandatory Conversion Datedistribution payment date, as applicable, shall only be entitled to fixed by the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectivelyBoard.
(gb) Subject to the foregoingIf there shall be any dividend or distribution, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any which holders of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders Series A Preferred Stock shall not be entitled to participate pursuant to this Certificate, which is in the form of Common Stock or rights, options or warrants to subscribe for or acquire Common Stock, then such dividend or distribution shall instead be made to such holder in the form of Series A Preferred Stock (with the number of shares of Series A Preferred Stock issuable in such dividend or distribution being equal to the number of shares of Series A Preferred Stock that would be convertible under Section 7 into the number of shares of Common Stock that such holder would have received in such dividend or distribution, and, in the case of any such dividendsdividend or distribution that is in the form of rights, options or warrants to subscribe for or acquire Common Stock, a number of rights, options or warrants to subscribe for or acquire shares of Series A Preferred Stock (with (i) such number of shares of Series A Preferred Stock being equal to the number of shares of Series A Preferred Stock that would be convertible under Section 7 into the number of shares of Common Stock that such rights, options or warrants would have covered had such rights, options or warrants been to subscribe for or acquire Common Stock and (ii) such other terms of the rights, options or warrants (including exercise price and other terms) being such that such rights, option or warrants have equivalent economic and other terms as the rights, options or warrants to subscribe for or acquire Common Stock).
Appears in 2 contracts
Samples: Securities Purchase Agreement (L-1 Identity Solutions, Inc.), Securities Purchase Agreement (L-1 Identity Solutions, Inc.)
Dividends. (a) Subject Upon the grant of Common Shares pursuant to Section 2(b)(ii), the rights of holders of Senior Stock, Holders Grantee shall be entitled to receive, whenfor each Common Share granted, as an amount equal to the per share amount of all dividends declared with respect to Common Shares with a record date on or after the Effective Date to and if declared by including the Board out of funds date of the Corporation legally available for payment, cumulative dividends at Termination of Employment of the Dividend Rate, payable in cash, by delivery Grantee. After the date of shares grant of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided Common Shares pursuant to Section 4. Dividends on 2(b)(ii), the Series A Preferred Stock holder of such Common Shares shall be payable quarterly entitled to receive dividends in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date same manner as dividends are paid to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements all other holders of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day monthsCommon Shares.
(b) If any Dividend Payment Date falls on a day that is not a Business DayUpon the grant of Common Shares pursuant to Section 2(b)(iii), the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date Grantee shall be entitled to receive, whenfor each Common Share granted, as an amount equal to the per share amount of all dividends declared with respect to Common Shares with a record date on or after the Effective Date to and if declared by including the Board, out date of funds legally available for paymentthe Change in Control. After the date of grant of the Common Shares pursuant to Section 2(b)(iii), the dividend payment on their respective shares holder of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, such Common Shares shall only be entitled to receive dividends in the same manner as dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectivelyare paid to all other holders of Common Shares.
(gc) Subject Upon grant of the Restricted Shares pursuant to Section 3(a), the Grantee shall be entitled to receive, for each of the Restricted Shares (whether vested or unvested), an amount in cash equal to the per share amount of all dividends declared with respect to the Common Shares with a record date on or after the Effective Date and before the Share Issuance Date (other than those with respect to which an adjustment was made pursuant to Section 6); provided that, notwithstanding the foregoing, if on the Valuation Date the Total Return to Shareholders exceeds the Maximum Total Return to Shareholders, then the amount the Grantee shall be entitled to receive pursuant to this Section 4(c) shall equal the product of (a) the per share amount of all dividends declared with respect to the Common Shares with a record date on or after the Effective Date and before Share Issuance Date (other than those with respect to which an adjustment was made pursuant to Section 6) and (b) the number of Restricted Shares the Grantee would have received had the Total Return to Shareholders equaled the Maximum Total Return to Shareholders on the Valuation Date. After the Share Issuance Date, the holder of Restricted Shares (whether vested or unvested) shall be entitled to receive the per share amount of any dividends declared with respect to Common Shares for each Restricted Share (whether vested or unvested) held on the record date of each such dividend and each such dividend shall be paid in the same manner as dividends are paid to the holders of Common Shares.
(payable d) Except as provided in cashthis Section 4, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders Grantee shall not be entitled to participate receive any payments in lieu of or in connection with dividends with respect to any such dividendsNotional Units and/or Restricted Shares.
Appears in 2 contracts
Samples: Notional Unit Award Agreement (Tanger Properties LTD Partnership /Nc/), Notional Unit Award Agreement (Tanger Factory Outlet Centers Inc)
Dividends. (a) Subject The holders of the Series B Preferred Stock, in preference to the rights of holders of Senior Common Stock and any subsequently designated series of Preferred Stock which is junior in right of payment to the Series B Preferred Stock, Holders shall be entitled to receive, when, as and if when declared by the Board of Directors and out of funds of the Corporation legally assets which by law are available for paymentpayment of dividends, and subject to the dividend rights of any subsequently designated series of Preferred Stock which is senior to or on a parity with the Series B Preferred Stock in payment preference, cumulative dividends at the Dividend Raterate of 10% per annum of the original issuance price of each share (or a pro rata portion thereof if the Series B Preferred Stock is outstanding for only a portion of the year), payable in cash, by delivery of shares of Series A Preferred Stock at such time or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) times as may be determined by the Board may of Directors, and accruing from the date on which the respective shares of Series B Preferred Stock shall be issued. Such dividends will be cumulative so that if dividends with respect to any period at the aforesaid rate shall not have been paid upon or declared and paid on any of set apart for the Corporation’s securities, including Common Series B Preferred Stock, from time to time out the deficiency shall be fully paid and set apart before any dividends shall be paid upon or declared or set apart for the Common Stock or any such junior series of funds legally available for such payment, and the Holders Preferred Stock. Accumulation of dividends shall not bear interest. The holders of Series B Preferred Stock shall be entitled to participate in such dividends ratably on the basis of the amount of all accrued but unpaid dividends on each outstanding share. All references herein to the issuance price of a share of Series B Preferred Stock refers to the price at which such share was issued by the Corporation, as reasonably determined by the Board of Directors, adjusted to equitably reflect any such dividendssubsequent stock split, stock dividend, combination, reorganization, recapitalization, reclassification or other similar event involving a change in the Series B Preferred Stock.
Appears in 2 contracts
Samples: Debt Conversion and Reimbursement Agreement (Cybex International Inc), Debt Conversion and Reimbursement Agreement (Um Holdings LTD)
Dividends. (a) Subject In the event that the Closing Date is to occur prior to the rights of holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds end of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any then current dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings Company or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulateParent, as the case may be, in respect then each of the delayCompany and Parent shall declare a dividend to the respective holders of Company Common Stock and Parent Common Shares, the record date and payment date (to the extent practicable) for which shall be the close of business on the last Business Day prior to the Closing Date (the “Closing Dividend Date”), in each case, subject to funds being legally available therefor.
(b) The per share dividend amount payable by the Company with respect to the shares of Company Common Stock shall be an amount equal to the Company Common Quarterly Dividend, multiplied by a fraction, the numerator of which is the number of days lapsed from the first day of the then current dividend period through and including the Closing Dividend Date, and the denominator of which is the actual number of days in the calendar quarter in which such dividend is declared.
(c) No The per share dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock amount payable by Parent with respect to any the Parent Common Shares shall be an amount equal to the Parent Common Quarterly Dividend, multiplied by a fraction, the numerator of which is the number of days lapsed from the first day of the then current dividend period unless all accumulated dividends for all preceding dividend periods have been declared through and paid uponincluding the Closing Dividend Date, or a sufficient sum in cash or and the denominator of which is the actual number of shares of Series A Preferred Stock have been set apart for days in the payment of calendar quarter in which such dividends upon, all outstanding shares of Series A Preferred Stockdividend is declared.
(d) So long as Notwithstanding the foregoing, any dividend with respect to the shares of Company Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) Company Series C Preferred Stock shall be made in accordance with the terms of such Company Preferred Stock as set forth in the case of Parity StockCompany Charter; provided, a dividend or distribution payable solely in shares of Parity Stock or Junior Stockhowever, if the Closing Date shall occur (yi) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 with respect to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Company Series A Preferred Stock for Stock, following a Series A Dividend Period but prior to a Series A Payment Date (in each case as defined in the payment thereof is set apart for such dividends upon, Company Charter with regard to the Company Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on Stock) or (ii) with respect to Company Series C Preferred Stock, following a Series C Dividend Period but prior to a Series C Payment Date (in each case as defined in the date Company Charter with regard to the Company Series C Preferred Stock), then, in each case of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
and (ii) payments in connection with ), the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts Company shall declare a dividend to the appropriate governmental authority);
respective holders of Company Preferred Stock as of end of the prior Series A Dividend Period or Series C Dividend Period, as applicable, and the payment date (iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or extent practicable) shall be the security Closing Dividend Date, subject to funds being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferenceslegally available therefor.
(e) Holders The Company Operating Partnership or Parent Operating Partnership, as the case may be, may make a distribution with respect to its partnership units in order to distribute funds sufficient for the payment of shares of Series A Preferred Stock shall not be entitled to any dividend the applicable dividends described in excess of full cumulative dividendsSection 6.13(a) and Section 6.13(d).
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Parent Board, out of funds legally available for paymentprior to the Closing Date, shall consider whether to reset the dividend payment on their respective shares of Series A Preferred Stock on rate for the corresponding Dividend Payment first quarter following the Closing Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 2 contracts
Samples: Merger Agreement (Global Net Lease, Inc.), Merger Agreement (Necessity Retail REIT, Inc.)
Dividends. (a) Subject Each of the Company and Parent shall declare a dividend to their respective common stockholders, the record date, and payment date (to the rights of holders of Senior Stockextent practicable), Holders for which shall be entitled the close of business on the last Business Day prior to receivethe Closing Date (the “Closing Dividend Date”), when, as and if declared subject to funds being legally available therefor. The per share dividend amount payable by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock Company shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as an amount equal to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements the per share amount of the Corporation prohibit the current payment of dividendsCompany’s most recent quarterly dividend, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon multiplied by the number of days elapsed during since such last dividend payment date through and including the periodClosing Dividend Date, and divided by the actual number of days in the calendar quarter in which such dividend is declared, plus (ii) an additional amount per share (the “Additional Dividend Amount”), if any, necessary so that the aggregate dividend payable by the Company is equal to the Minimum Distribution Dividend. The per share dividend amount payable by Parent to holders of shares of Parent Common Stock shall be computed an amount equal to (A) the per share amount of Parent’s most recent quarterly dividend on the basis Parent Common Stock, multiplied by the number of days elapsed since such last dividend payment date through and including the Closing Dividend Date, and divided by the actual number of days in the calendar quarter in which such dividend is declared, plus (B) the Additional Dividend Amount (on a 360-day year consisting per share basis), if any, divided by the Exchange Ratio. If the Company determines it is necessary to declare the Additional Dividend Amount, the Company shall notify Parent in writing of twelve 30-day monthssuch determination at least ten Business Days prior to the Company Stockholders Meeting.
(b) If any Dividend Payment Date falls on the Company determines that it is necessary to declare a day Special Company Distribution in accordance with Section 4.1(b)(iv) or if Parent determines that it is not necessary to declare a Business DaySpecial Parent Distribution in accordance with Section 4.2(b)(iv), the required payment will be made on Company or Parent, as applicable, shall notify Parent or the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulateCompany, as the case may be, in respect writing at least ten Business Days prior to the Company Stockholders Meeting and the Parent Stockholders Meeting, as applicable, and such other Party shall be entitled to declare a dividend per share payable (i) in the case of the delayCompany, to holders of shares of Company Common Stock, in an amount per share equal to the product of (A) the Special Parent Distribution declared by Parent with respect to each share of Parent Common Stock and (B) the Exchange Ratio and (ii) in the case of Parent, to holders of shares of Parent Common Stock, in an amount per share equal to the quotient obtained by dividing (x) the Special Company Distribution declared by the Company with respect to each share of Company Common Stock by (y) the Exchange Ratio. The record date and payment date for any dividend payable pursuant to this Section 5.10 shall be the Closing Dividend Date.
(c) No In the event that a dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock other distribution with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have the shares of Company Common Stock permitted under the terms of this Agreement has (i) a record date prior to the Effective Time and (ii) has not been declared and paid uponas of the Effective Time, or a sufficient sum in cash or number the holders of shares of Series A Preferred Company Common Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the receive such dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared distribution pursuant to and paid on any of the Corporation’s securitiesin accordance with Section 2.2, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendswithout duplication.
Appears in 2 contracts
Samples: Merger Agreement (Care Capital Properties, Inc.), Merger Agreement (Sabra Health Care REIT, Inc.)
Dividends. (a) Subject Prior to the rights termination of holders this Agreement, the holder of Senior Stock, Holders each Trust Interest shall be entitled to receivereceive payments equal to the cash dividends, whenif any, as and if declared received by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery Trustee upon a like number and class of shares of Series A Preferred Stock New Frontier's capital stock as is called for by each such Trust Interest. If any dividend in respect of the stock deposited with the Trustee is paid, in whole or through any combination in part, in New Frontier's stock having general voting powers, the Trustee shall likewise hold, subject to the terms of cash and shares this Agreement, the certificates for stock which are received by him on account of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4such dividend. Dividends The holder of each Trust Interest representing stock on the Series A Preferred Stock which such stock dividend has been paid shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on entitled to receive a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available Trust Interest issued under this Agreement for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during shares and class of stock received as such dividend with respect to the period) shares represented by such Trust Interest. Trust Interest holders entitled to receive the dividends described above shall be computed those registered as such on the basis Trustee's transfer books at the close of business on the day fixed by New Frontier for the taking of a 360-day year consisting record to determine those holders of twelve 30-day monthsits stock entitled to receive such dividends, or if the Trustee has fixed a date, as hereinafter in this paragraph provided, for the purpose of determining the holders of Trust Interests entitled to receive such payment or distribution, then registered as such at the close of business on the date so fixed by the Trustee.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, dividend in respect of the delaystock deposited with the Trustee is paid other than in cash or in capital stock having general voting powers, then the Trustee shall distribute the same among the holders of Trust Interests registered as such at the close of business on the day fixed by the Trustee for taking a record to determine the holders of Trust Interests entitled to receive such distribution. Such distribution shall be made to such holders of Trust Interests ratably, in accordance with the number of shares represented by their respective Trust Interests.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart The Trustee may temporarily close its transfer books for a period not exceeding 20 days preceding the date fixed for the payment or distribution of dividends uponor the distribution of assets or rights, or at any outstanding share other time in the Trustee's discretion. In lieu of providing for the closing of the Series A Preferred Stock with respect to books against the transfer of Trust Interests, the Trustee may fix a date not exceeding 20 days preceding any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart date fixed by New Frontier for the payment or distribution of dividends, or for the distribution of assets or rights, as a record date for the determination of the holders of Trust Interests entitled to receive such dividends upon, all outstanding shares payment or distribution. The holders of Series A Preferred StockTrust Interests of record at the close of business on such date shall exclusively be entitled to participate in such payments or distribution.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in In lieu of fractional shares) may be declared, made or paid upon, 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 receiving cash dividends upon the redemption capital stock of any Parity Stock or Junior Stock) by New Frontier and paying the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior same to the date holders of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock Trust Interests pursuant to the conversion or exchange provisions of this Agreement, the Trustee may instruct New Frontier in writing to pay such Parity Stock or Junior Stock or dividends to the security being converted or exchangedholders of the Trust Interests directly. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares Upon receipt of such Parity Stock written instructions, New Frontier shall in all cases bear pay such dividends directly to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on holders of the shares of Series A Preferred Stock and shares of Trust Interests. Upon such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared instructions being given by the BoardTrustee to New Frontier, out and until revoked by the Trustee, all liability of funds legally available for payment, the Trustee with respect to such dividends shall cease. The Trustee may at any time revoke such instructions and by written notice to New Frontier direct it to make dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled payments to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectivelyTrustee.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 2 contracts
Samples: Trust Agreement (New Frontier Energy Inc), Trust Agreement (New Frontier Energy Inc)
Dividends. (a) Subject to the rights of holders of Senior Stock, Holders shall be The Series A Preferred Stock is entitled to receive, whenout of legally available funds, preferential cumulative dividends as calculated from April 10, 2009, at the annual rate of ten percent (10%) of the Original Issue Price (the “Preferred Dividends”), payable when and if declared by the Board out of funds Directors of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of Corporation. Preferred Dividends shall cease to accrue on shares of Series A Preferred Stock or through any combination on the date of cash and their conversion.
(b) Preferred Dividends shall begin to accrue on outstanding shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant and to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent issuance date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (of such shares until paid whether or not (i) in any dividend period earned or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) declared. Preferred Dividends shall accrue whether or not there shall be earnings (at the time any such dividend becomes payable or at any other time) profits, surplus or other funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared on any other series or paid upon, class or any sum classes of cash set apart for the payment of dividends upon, any outstanding share of stock as to which the Series A Preferred Stock with respect ranks on a parity or prior as to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid uponor liquidation, or a sufficient sum in cash or number of including without limitation shares of Series A Preferred Stock have been set apart for the payment Common Stock, in respect of such dividends uponany period, all outstanding shares of Series A Preferred Stock.
(d) So long as nor shall any shares of Series A Preferred Stock remain outstanding, no dividends any such series or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock class be redeemed, purchased or otherwise acquired for any consideration (or any money be paid to or made available for a into any sinking fund or otherwise set apart for the redemption purchase of any Parity Stock or Junior Stock) by the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiariessuch shares), unless all accumulated and unpaid dividends for all preceding dividend periods there shall have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of on all shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock at the time outstanding all (whether or not earned or declared) accrued and any Parity Stock unpaid dividends for all dividend payment periods coinciding with or ending before such dividend, redemption, purchase, acquisition or payment. Preferred Dividends shall also be payable upon the final distribution date relating to the dissolution, liquidation or winding up of the Corporation and the initial public offering of the Common Stock as provided in Section 5(b).
(d) The Corporation shall have the option to pay the Preferred Dividend in cash or in shares of Common Stock or in a combination of cash and Common Stock. If the Corporation elects to pay the Preferred Dividend in shares of Common Stock, then the number of shares issuable shall be determined by dividing the amount of the Preferred Dividend payable by the Conversion Price in effect on or the third Business Day prior to the date of on which such declaration, payment, redemption, purchase or acquisitionPreferred Dividend shall have been declared. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant Corporation may elect to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests pay such Preferred Dividend in shares of Parity Common Stock or Junior Stock pursuant only if it makes such payment ratably to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares all holders of Series A Preferred Stock Stock. “Business Day” means any day except Saturday, Sunday and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date day which shall be entitled to receive, when, as and if declared a federal legal holiday in the United States or a day on which banking institutions in the State of New York are authorized or required by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities law or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time government action to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendsclose.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Cybra Corp), Securities Exchange Agreement (Cybra Corp)
Dividends. In the event that the Corporation declares a dividend (aother than a dividend payable in Common Stock, Options or Convertible Securities, or a cash dividend payable out of earnings or earned surplus) Subject to upon Common Stock, then at the rights option of the holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds a majority of the outstanding shares of Preferred Stock,
(1) the Corporation legally available for paymentshall pay over to each holder, cumulative dividends at on the Dividend Ratedividend payment date, payable in the cash, by delivery stock or other securities and other property which holder would have received if such holder had converted all of his or its shares of Series A Preferred Stock or through any combination into Common Stock and had been the record holder of cash and shares of Series A Preferred such Common Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at date on which a record is taken for the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paidpurpose of such dividend, or, if no dividends have been paida record is not taken, from the Initial Issue Date date as of which the holders of Common Stock of record entitled to such dividend are to be determined, or
(whether or not (i2) the Conversion Price in any dividend period or periods any agreements of effect immediately prior to the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment declaration of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid uponreduced by an amount equal to the amount of such dividend payable per share of Common Stock, in the case of a cash dividend, or any sum by the fair value of cash set apart for such dividend per share (as reasonably determined by the payment Board of dividends upon, any outstanding share Directors of the Series A Preferred Stock with respect Corporation), in the case of any other dividend, such reduction to any dividend period unless all accumulated dividends be effective on the date as of which a record is taken for all preceding dividend periods have been declared and paid uponpurposes of such dividend, or if a sufficient sum in cash or number record is not taken, the date as of shares which holders of Series A Preferred record of Common Stock have been set apart for the payment of entitled to such dividends upondividend are determined, all outstanding shares of Series A Preferred Stock.or
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x3) in the case of Parity a dividend consisting of stock or securities (other than Common Stock, a dividend Options or distribution payable solely in shares Convertible Securities) or other property distributable to holders of Parity Stock or Junior Common Stock, (y) in the case holder of Junior StockPreferred Stock may elect that, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares(1) may or (2) above, lawful and adequate provisions shall be declaredmade (including without limitation any necessary reduction in the Conversion Price) whereby such holder of Preferred Stock shall thereafter have the right to purchase and/or receive, made on the terms and conditions specified in this Certificate of Designations and in addition to the shares of Common Stock receivable immediately prior to the declaration of such dividend upon conversion of his or paid upon, or set apart for payment upon, any Parity Stock or Junior its shares of Preferred Stock, nor may any Parity such shares of stock, securities or property as are distributable with respect to outstanding shares of Common Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid equal to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Common Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or receivable immediately prior to the date such declaration upon conversion of such declaration, payment, redemption, purchase his or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case its shares of Parity Preferred Stock, to the end that the provisions hereof (including without limitation provisions for adjustments of the Conversion Price and of the number of shares receivable upon such conversion) shall thereafter be applicable, as nearly as may be, in relation to such shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cashstock, securities or property. For the purposes of this Section 4.6, "dividend" shall mean any distribution to the holders of Common Stock as such, and a dividend shall be considered payable out of earnings or earned surplus (other propertythan revaluation or paid-in surplus) only to the extent that such earnings or earned surplus are charged an amount equal to the fair value of such dividend as may be reasonably determined by the Board may be declared and paid on any of Directors of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 2 contracts
Samples: Purchase Agreement (Alliance Entertainment Corp), Purchase Agreement (Bianco Joseph J)
Dividends. (a) Subject to From and after the rights date of holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by this Agreement until the Board out of funds earlier of the Corporation legally available for paymentEffective Time and termination of this Agreement, cumulative dividends at the Dividend Rateneither VEREIT, payable in cashVEREIT OP nor Realty Income shall make, by delivery of shares of Series A Preferred Stock declare or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in set aside any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions distribution to its respective stockholders or unitholders without the prior written consent of VEREIT (other than (x) in the case of Parity Stock, a dividend Realty Income) or distribution payable solely in shares of Parity Stock or Junior Stock, Realty Income (y) in the case of Junior Stock, a dividend VEREIT or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authorityVEREIT OP);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that the written consent of the other party shall not be required for the declaration and payment of regular quarterly cash dividends by VEREIT and the declaration and payment of regular quarterly cash distributions by VEREIT OP or monthly (in the case of Realty Income) cash dividends in accordance with past practice at a rate not in excess of the regular cash dividend most recently declared prior to the date of this Agreement with respect to each of the shares of VEREIT Common Stock, shares of VEREIT Series A F Preferred Stock, VEREIT Partnership Series F Preferred Units, VEREIT Partnership Common Units and shares of Realty Income Common Stock, respectively, subject to customary increases in accordance with past practices (it being agreed that the timing of any such distributions will be coordinated so that, if either the holders of VEREIT Common Stock surrendered or the holders of shares of Realty Income Common Stock receive a distribution for conversion during a particular period prior to the period between Closing Date, then the Close holders of Business on any Dividend Record Date shares of Realty Income Common Stock and the Close holders of Business on VEREIT Common Stock, respectively, shall receive a distribution for a comparable period prior to the Conversion Date Closing Date).
(b) Notwithstanding the foregoing or anything else to the Mandatory Conversion Datecontrary in this Agreement, each of VEREIT and Realty Income, as applicable, shall only be permitted to declare and pay a dividend to its stockholders, the record date and payment date for which shall be the close of business on the last Business Day prior to the Closing Date, distributing any amounts determined by such party (in each case in consultation with the other party) to be the minimum dividend required to be distributed in order for such party to qualify as a REIT and to avoid to the extent reasonably possible the incurrence of income or excise Tax (any dividend paid pursuant to this paragraph, a “REIT Dividend”).
(c) If either party determines that it is necessary to declare a REIT Dividend, it shall notify the other party at least twenty (20) days prior to the Partnership Merger Effective Time, and such other party shall be entitled to declare a dividend per share payable (i) in the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Datecase of VEREIT, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any holders of the Corporation’s securities, including VEREIT Common Stock, from time in an amount per share of VEREIT Common Stock equal to time out the product of funds legally available (A) the REIT Dividend declared by Realty Income with respect to each share of Realty Income Common Stock and (B) the Exchange Ratio and (ii) in the case of Realty Income, to holders of shares of Realty Income Common Stock, in an amount per share of Realty Income Common Stock equal to the quotient obtained by dividing (x) the REIT Dividend declared by VEREIT with respect to each share of VEREIT Common Stock by (y) the Exchange Ratio. The record date and payment date for such payment, and any dividend payable pursuant to this Section 5.10(c) shall be the Holders shall not be entitled close of business on the last Business Day prior to participate in any such dividendsthe Closing Date.
Appears in 2 contracts
Samples: Merger Agreement (VEREIT Operating Partnership, L.P.), Merger Agreement (Realty Income Corp)
Dividends. (a) Subject to the rights of The holders of Senior Stock, Holders shares of Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative receive preferential dividends at an annual rate equal to six percent (6%) per annum times the Dividend RateOriginal Issue Price (as defined below) for each share of Series B Preferred Stock held by such holders, and such dividends shall be payable in cash, by delivery cash to the holders of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock record at the Corporation’s sole election, as provided pursuant to Section 4close of business on each March 15 and September 15 of each year. Dividends on shares of the Series A B Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as on which such shares are issued and, to which dividends have been paidthe extent they are not paid in cash when due, orshall compound on a semi-annual basis on each March 15 and September 15 of each year, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be Company has earnings or profits, whether or not there are funds of the Corporation legally available for the payment of such dividends and whether or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day monthsnot dividends are declared.
(b) If Upon conversion of any Dividend Payment Date falls on a day that is not a Business Dayshare of Series B Preferred Stock into Common Stock pursuant to Section 4, the required holder of such Series B Preferred Stock shall be entitled to receive payment will be made on of all accrued and unpaid dividends thereon, at the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect option of the delayholder thereof, (i) in cash or (ii) in the form of such number of additional shares of Common Stock equal to (x) the amount of such accrued and unpaid dividends, divided by (y) the then applicable Series B Conversion Price.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, In no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, or set apart for payment upon, any Parity Stock or Junior Stock, nor event may any Parity Stock or Junior Stock dividends 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A B Preferred Stock unless, at the time of such payment, any and any Parity Stock, all dividends may be declared then accrued and paid payable on the Series A Preferred shares of any Senior Stock and such Parity Stock so long as the shall have been paid in full. If dividends are declared and paid pro rata so that the amounts of dividends declared per share on the shares of Series A B Preferred Stock and shares of such Parity Stock in an amount less than the total amount of such dividends at the time accrued and payable on all of such shares, such dividends shall be allocated pro rata (in proportion to the respective amounts due with respect thereto) among all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the such shares of Series A B Preferred Stock and shares of such Parity Stock bear at the time outstanding based on the amount of dividends then due with respect to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not such share. In no event may any dividends be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any Junior Stock unless, at the time of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, any and all dividends then accrued and payable on the Holders shall not be entitled to participate shares of the Series B Preferred Stock have been paid in any such dividendsfull.
Appears in 2 contracts
Samples: Merger Agreement (General Devices Inc), Securities Purchase Agreement (General Devices Inc)
Dividends. (a) Subject The shareholders of the Company, upon the vote of a majority of the Common Stock and Preferred Stock voting together as a single class, may declare and pay dividends, subject to the rights availability of holders distributable earnings or reserves (retained earnings) pursuant to Argentine law; provided that if not declared and paid, including due to the absence of Senior Stockdistributable earnings or reserves (retained earnings) in accordance with Argentine law, Holders the dividend preference of the Preferred Stock shall be entitled accumulate up to receive, whenthe date on which payment in full of all such accumulated dividend preferences is made. The Company shall have the right to pay such accumulated amounts in full or in part at any time, as and if declared by the Board out long as payment of funds such accumulated amounts as dividends is permitted under Argentine law as a result of the Corporation legally available for paymentavailability of distributable earnings or reserves (retained earnings) pursuant to such Argentine law. Until the payment of accumulated dividend preferences on the Preferred Stock shall have occurred, cumulative dividends at may not be declared as to the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at Common Stock. The preference as to dividends for the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears calculated at an annual rate equal to 10.0% of the Dividend Rate, and shall accumulate on a daily basis Liquidation Preference from the most recent issue date as to which dividends have been paid, of the Preferred Stock; provided that if the shareholders of the Company do not declare or, if no so declared, the Company does not pay in any year beginning in 2020 cash dividends have been paid, from on the Initial Issue Date (whether or not Preferred Stock at such annual rate by the earlier of (i) in any dividend period May 30 of such year or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds the 30th day after the date in such year on which the shareholders of the Corporation legally available for Company declared such dividend (each such date, a “Dividend Payment Date”), the payment of aforementioned annual rate shall increase by 1.0% from such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to until the Holders as they appear next Dividend Payment Date. If such accumulated dividends are not declared and paid in cash on the Corporation’s stock register at subsequent Dividend Payment Date, the Close annual rate of Business dividends payable on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period Preferred Stock (based upon adjusted as provided in the number of days elapsed during the periodpreceding sentence) shall be computed on increase by an additional 1.0% of the basis of a 360-day year consisting of twelve 30-day months.
(b) If any annual rate then payable from such Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on annually until all of such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been are declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for paid. On the payment date all of such accumulated dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends uponcash, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior annual rate shall be reduced to 10.0% of the date of such declarationLiquidation Preference. In addition, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to participate with the Common Stock on an as converted basis on any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out shareholders of funds legally available for payment, the Company on the Common Stock. The Company may not declare or pay dividends on the Common Stock unless and until all accumulated dividend payment preferences on their respective shares of Series A the Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable have been paid in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.. Conversion Rights:
Appears in 2 contracts
Dividends. (a) Subject to the rights of holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain or Series B Preferred are outstanding, no dividends or other distributions (other than (x) in the case holders of Parity Stock, a dividend or distribution payable solely in such shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may will be declared, made or paid upon, 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 entitled to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by the Corporation or on behalf of the Corporation or by any receive out of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receiveassets legally available therefor, when, as and if declared by the Board, out preferential dividends at a rate per annum equal to 4.0% (the “Dividend Rate”) on the then-effective Liquidation Preference per share for such share hereunder, payable in cash. Subject to Section 5(f), such dividends with respect to each share of funds Series A Preferred and Series B Preferred, as applicable, will be fully cumulative and will begin to accrue from the Issue Date of such share, whether or not such dividends are authorized or declared by the Board and whether or not in any Dividend Period or Dividend Periods there are assets of the Corporation legally available for payment, the dividend payment of such dividends.
(b) Dividends on their respective the shares of Series A Preferred Stock on and Series B Preferred will be payable quarterly in equal amounts (subject to Section 3(d) hereunder with respect to shorter periods, including the corresponding Dividend Payment Date; provided, however, that first such period with respect to newly issued shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business or Series B Preferred) in arrears on each Dividend Payment Date, in preference to and in priority over dividends on any Dividend Record Date and the Close of Business Junior Stock, commencing on the Conversion first Dividend Payment Date after the Issue Date of such share of Series A Preferred or Series B Preferred, as applicable. Subject to Section 3(f), such dividends will be paid to the Mandatory Conversion Dateholders of record of the shares of Series A Preferred and Series B Preferred, as applicable, shall only as they appear at the close of business on the applicable Dividend Record Date. The amount payable as dividends on such Dividend Payment Date will be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other propertyunless such payment is prohibited under statutory law.
(c) as may All dividends paid with respect to shares of Series A Preferred and Series B Preferred pursuant to Section 3(a) will be determined paid pro rata to the holders thereof and will first be credited against the dividends accrued with respect to the earliest Dividend Period for which dividends have not been paid. Dividend payments will be aggregated per holder and will be made to the nearest cent (with $0.005 being rounded upward).
(d) The amount of dividends payable per share of Series A Preferred and Series B Preferred for each full Dividend Period will be computed by dividing the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available annual dividend amount for such paymentshare by four. The amount of dividends payable for the initial Dividend Period, or any other period shorter or longer than a full Dividend Period, on a share of Series A Preferred or Series B Preferred, as applicable, will be computed on the basis of twelve 30-day months and the Holders shall a 360-day year. No interest will accrue or be payable in respect of unpaid dividends.
(e) Any reference to “distribution” in this Section 3 will not be entitled deemed to participate include any distribution made in connection with any Liquidation.
(f) Notwithstanding any other provision hereof, in no event will a dividend payable under Section 3(a) be paid in respect of any share of Series A Preferred or Series B Preferred that has been converted prior to the applicable Dividend Payment Date pursuant to Section 5(b) or (c) if such dividendsdividend was included in the calculation of clause (i) of Section 5(b) or 5(c), as applicable.
Appears in 2 contracts
Samples: Investment Agreement (Dana Corp), Investment Agreement (Dana Corp)
Dividends. (a) Subject to the rights of The holders of Senior Stock, Holders Series B Preferred Stock shall be entitled to receive, whenfrom funds legally available therefor, a noncumulative dividend at the rate of $.05 per share per annum, payable when and as and if declared by the Board out of funds of Directors. No dividends shall be declared or paid to the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares holders of Series A Preferred Stock or through Common Stock unless the holders of Series B Preferred Stock have been paid in full all of the dividends to which they are entitled, nor shall any combination of cash and shares dividends be declared or paid to the holders of Series A Preferred Stock or Common Stock at a rate greater than the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) rate paid to the Holders as they appear on the Corporation’s stock register at the Close holders of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day monthsSeries B Preferred Stock.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect Subject to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authoritySubsection 5(a);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on Series A Preferred Stock from funds lawfully available therefor as and when determined by the Board of Directors of the Corporation. If, when and as dividends are declared and paid on shares of Series A Preferred Stock, the Corporation shall, after making payment in full to the holders of Series B Preferred Stock the amounts to which they are entitled pursuant to Subsection 5(a), declare and pay at the same time to each holder of Series B Preferred Stock, a dividend at the same rate, based on the number of shares of Common Stock into which the Series B Preferred Stock and the Series A Preferred Stock are convertible on the record date for the determination of holders of Series A Preferred Stock entitled to receive such dividend.
(c) Subject to Subsection 5(a), dividends may be declared and such Parity paid an Common Stock so long from funds lawfully available therefor as and when determined by the Board of Directors of the Corporation. If, when and as dividends are declared and paid pro rata so that on shares of Common Stock, the Corporation shall, after making payment in full to the holders of Series B Preferred Stock the amounts to which they are entitled pursuant to Subsection 5(a), declare and pay at the same time to each holder of dividends declared per share on Preferred Stock, a dividend equal to the dividend which would have been payable to such holder if the shares of Series A Preferred Stock and shares of held by such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred holder had been converted into Common Stock on the corresponding Dividend Payment Date; provided, however, that shares record date for the determination of Series A Preferred holders of Common Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectivelyreceive such dividend.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 2 contracts
Samples: Series C Convertible Preferred Stock Purchase Agreement (Sequenom Inc), Series C Convertible Preferred Stock Purchase Agreement (Sequenom Inc)
Dividends. (aA) Subject to In each year the rights of holders of Senior Stock, Holders the Class D Preferred Stock shall be entitled to receive, when, when and as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any Directors of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for paymentthat purpose, semi-annual dividends payable in cash on July 1 and January 1 in each year (each such date being referred to herein as "a Dividend Payment Date"), commencing January 1, 2006, in an amount equal to $.015 per share (that is, $.03 per share on an annual basis).
(B) In the dividend payment on their respective case of the original issuance of shares of Series A Class D Preferred Stock, dividends shall begin to accrue and be cumulative from July 1, 2005. In the case of shares of Class D Preferred Stock on issued after July 1, 2005 but prior to any Dividend Payment Date, dividends shall begin to accrue and be cumulative from the corresponding date of issue to the next Dividend Payment Date; provided, however, that if dividends are not paid on any such Dividend Payment Date, then dividends shall accrue and be cumulative from the Dividend Payment Date to the date such dividends have been paid. Dividends paid on shares of Series A Class D Preferred Stock surrendered 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 Class D Preferred shares at the time outstanding. The Board of Directors may fix a record date for conversion during the period between the Close determination of Business on any Dividend Record Date and the Close holders of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be Class D Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty days prior to the dividends accrued and unpaid through date fixed for the Conversion Date or the Mandatory Conversion Date, respectivelypayment thereof.
(gC) Subject to Whenever dividends payable on the foregoingClass D Preferred Stock as provided in this Section 3 are in arrears, such dividends (payable thereafter and until dividends, including all accrued dividends, on shares of the Class D Preferred Stock outstanding shall have been paid in cash, securities full or other property) as may be determined by the Board may be declared and paid set apart for payment, the Corporation shall not (i) pay dividends on any common stock of the Corporation’s securities, including Common ; or (ii) purchase or otherwise acquire for consideration any share of the Class D Preferred Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate unless required or as provided in any such dividendsSection 4.
Appears in 2 contracts
Samples: Stock Exchange Agreement (NewMarket Technology Inc), Stock Exchange Agreement (Defense Technology Systems, Inc.)
Dividends. (a) Subject to the rights of The holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly entitled to receive in arrears preference to the holders of Common Stock or any Junior Securities, annual dividends at the Dividend Raterate of 4.0% per annum, compounded semi-annually, for each share of Series A Preferred Stock. Such dividends shall be due and payable upon conversion or redemption of such shares of Series A Preferred Stock. Dividends shall accumulate on a daily basis accrue from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Original Issue Date (as defined herein), whether or not (i) in any dividend period earned or periods any agreements of the Corporation prohibit the current payment of dividendsdeclared, (ii) there shall be earnings or funds of the Corporation legally available for the payment of until such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, time as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchangedredeemed as herein provided. Notwithstanding the foregoing, if full dividends have not been paid Dividends are payable on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock last day of June and December of each year (each, a "Dividend Date") by increasing the Aggregate Stated Value by the amount of such Parity Stock so long as dividends. Such increase in the Aggregate Stated Value shall constitute full payment of such dividends. When any dividends are declared added to the Aggregate Stated Value, such dividends shall, for all purposes of this Certificate of Designation, be deemed to be part of the Aggregate Stated Value for purposes of determining dividends thereafter payable hereunder and amounts thereafter convertible into Common Stock hereunder, and all references herein to the Aggregate Stated Value shall mean the Aggregate Stated Value, as adjusted pursuant to this Section 5. The dividends so payable will be paid pro rata so that to the amounts of dividends declared per share on the shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not of record as they appear on the stock books of the Company on the record date, which will be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, whenJune 15 or December 15, as and if declared by the Boardcase may be, out of funds legally available for payment, before the dividend payment on their respective shares of Series A Preferred Stock on the corresponding related Dividend Payment Date; provided, however, that the Company's obligation to a transferee of shares of Series A Preferred Stock surrendered for conversion during arises only if such transfer, sale or other disposition is made in accordance with the period between the Close of Business on any Dividend Record Date terms and conditions hereof and the Close of Business on the Conversion Date or the Mandatory Conversion Date, Securities Purchase Agreement (as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to defined below). Notwithstanding the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders Company shall not be entitled to participate pay dividends in shares of Series A Preferred Stock and shall be required to pay such dividends in cash if any event constituting a Triggering Event (as defined in Section 7), or an event that with the passage of time and without being cured would constitute a Triggering Event, has occurred and is continuing on the Dividend Date or the date which is ten (10) Business Days prior to the Dividend Date, unless otherwise consented to in writing by the Holder entitled to receive such dividendsdividend.
Appears in 1 contract
Samples: Securities Purchase Agreement (World Wide Wireless Communications Inc)
Dividends. (a) Subject to The Holders of the rights of holders of Senior Stock, Holders Series I Preferred Shares shall be entitled to receive, whenreceive and the Corporation shall pay, as and if when declared by the Board of Directors, out of funds the moneys of the Corporation legally properly applicable to the payment of dividends, cumulative preferential cash dividends, which dividends shall accrue whether or not declared by the Board of Directors and whether or not there are funds available for paymentthe legal payment of dividends, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly a daily basis in arrears at the Dividend Rate, Series I Preferred Share Yield Rate and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be are payable quarterly in arrears on each Dividend Payment Date (commencing on [●]Date, 2017) to in the Holders as they appear on amount per share determined by multiplying the Corporation’s stock register at Series I Preferred Share Yield Rate for such Quarterly Rate Period by the Close Series I Preferred Share Subscription Price plus all accrued but unpaid dividends thereon and multiplying that product by a fraction, the numerator of Business on which is the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the actual number of days elapsed during in such Quarterly Rate Period that the period) shall be computed Series I Preferred Shares are issued and outstanding and the denominator of which is 365 or 366, depending on the basis actual number of a 360-day year consisting days in the applicable year. To the extent not paid on any applicable Dividend Payment Date all accrued dividends on the Series I Preferred Shares shall accumulate and compound on such applicable Dividend Payment Date whether or not declared by the Board of twelve 30-day monthsDirectors and shall remain accumulated, compounding dividends until paid pursuant hereto.
(b) If any a dividend has been declared for a Quarter and a date is fixed for a Liquidation Event, Redemption Event or Exchange that is prior to the Dividend Payment Date falls on for such Quarter, a day that is not a Business Day, the required payment will Pro Rated Dividend shall be made payable on the next succeeding Business Day and no interest date fixed for such Liquidation Event, Redemption Event or dividends on such payment will accrue or accumulate, as the case may be, in respect Exchange instead of the delaydividend declared, but if such Liquidation Event, Redemption Event or Exchange does not occur, then the full amount of the dividend declared shall be payable on the originally scheduled Dividend Payment Date.
(c) No If the dividend payable on any Dividend Payment Date is not paid in full on such date on all of the Series I Preferred Shares then outstanding, such dividend or the unpaid part of it shall be declared paid on a subsequent date or paid upondates to be determined by the Board of Directors on which the Corporation shall have sufficient moneys properly applicable, under the provisions of any applicable law and under the provisions of any trust indenture securing bonds, debentures or any sum other securities of cash set apart for the Corporation, to the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stockdividend.
(d) So long as any shares of Series A Preferred Stock remain outstandingSubject to Section 11, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf cheques of the Corporation or by payable in lawful money of Canada at par at any branch of the Corporation’s Subsidiaries, unless all accumulated and unpaid bankers in Canada may be issued in respect of the dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and (less any Parity Stock for all dividend payment periods ending on or prior tax required to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(ibe deducted) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchasescheques shall satisfy such dividends, redemptions or other acquisitions payments in respect of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on made in any other manner determined by the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferencesCorporation.
(e) The Holders of shares of the Series A I Preferred Stock Shares shall not be entitled to any dividend other than as specified in excess of full cumulative dividendsthis Section 3.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Dividends. (a) Subject Until the termination of this Agreement pursuant to the rights terms of holders Section 12, the holder of Senior Stock, Holders each voting trust certificate shall be entitled to receivereceive from the Trustees payments equal to the cash dividends, whenif any, as and if declared received by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery Trustees upon a like number and class of shares of Series A Preferred Stock capital stock of the Company as is called for by each such voting trust certificate standing in the name of such holder in the voting trust certificate register. If any dividend in respect of the stock deposited with the Trustees are paid, in whole or through any combination of cash and in part, in shares of Series A Preferred Stock at common or other stock of the Corporation’s sole electionCompany having general voting powers, as provided pursuant the Trustees shall likewise hold, subject to Section 4. Dividends the terms of this Agreement, the certificates for shares of stock which are received by the Trustees on account of such dividend, and the Series A Preferred Stock holder of each voting trust certificate representing shares of stock on which such stock dividend has been paid shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on entitled to receive a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available voting trust certificate issued under this Agreement for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during shares and class of stock received as such dividend with respect to the period) shares represented by such voting trust certificate. Holders entitled to receive the dividends described above shall be computed those registered as such on the basis transfer books of the Trustees at the close of business on the day fixed by the Company for the taking of a 360-day year consisting record to determine those holders of twelve 30-day monthsits shares of stock entitled to receive such dividends, or if the Trustees have fixed a date, as hereinafter in this paragraph provided, for the purpose of determining the holders of voting trust certificates entitled to receive such payment or distribution, then registered as such at the close of business on the date so fixed by the Trustees.
(b) If Except as otherwise provided in Section 12, if any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, dividend in respect of the delaystock deposited with the Trustees are paid other than in cash or in capital stock having general voting powers, then the Trustees shall distribute the same among the holders of voting trust certificates registered as such at the close of business on the day fixed by the Trustees for taking a record to determine the holders of voting trust certificates entitled to receive such distribution. Such distribution shall be made to such holders of voting trust certificates ratably, in accordance with the number of shares represented by their respective voting trust certificates.
(c) No dividend shall The transfer books of the Trustees may be declared or paid upon, or any sum of cash set apart closed temporarily by the Trustees for a period not exceeding 20 days preceding the date fixed for the payment or distribution of dividends uponor the distribution of assets or rights, or at any outstanding share other time in the discretion of the Series A Preferred Stock with respect to Trustees. In lieu of providing for the closing of the books against the transfer of voting trust certificates, the Trustees may fix a date not exceeding 20 days preceding any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart date fixed by the Company for the payment or distribution of dividends, or for the distribution of assets or rights, as a record date for the determination of the holders of voting trust certificates entitled to receive such dividends uponpayment or distribution or to receive such assets or exercise such rights, all outstanding shares or for the purpose of Series A Preferred Stockdetermining the holders of voting trust certificates entitled to vote at any meeting of the holders or to determine any other thing, act or rights to be exercised, done or performed by the holders, and the holders of voting trust certificates of record at the close of business on such date shall exclusively be entitled to participate in such payments or distribution or exercise of rights.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in In lieu of fractional shares) may be declared, made or paid upon, 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 receiving cash dividends upon the redemption of any Parity Stock or Junior Stock) by the Corporation or on behalf capital stock of the Corporation or by any of Company and paying the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior same to the date holders of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock voting trust certificates pursuant to the conversion or exchange provisions of this Agreement, the Trustees may instruct the Company in writing to pay such Parity Stock or Junior Stock or dividends to the security being converted or exchangedholders of the voting trust certificates. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares Upon receipt of such Parity Stock written instructions, the Company shall in all cases bear pay such dividends directly to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on holders of the shares of Series A Preferred Stock and shares of voting trust certificates. Upon such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared instructions being given by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled Trustees to the Company, and until revoked by the Trustees, all liability of the Trustees with respect to such dividends accrued shall cease. The Trustees may at any time revoke such instructions and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject by written notice to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by Company direct it to make dividend payments to the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendsTrustees.
Appears in 1 contract
Dividends. (a) Subject to the rights of holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of the Series A B Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in if the case of Parity Stock, a Company declares any dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities (including rights, warrants, options or evidences of indebtedness) or properties or assets other property) as may than shares of Common Stock to be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds any assets legally available for such paymentpayment (to the extent dividends or distributions consist of shares of Common Stock an adjustment will be made pursuant to Section 7(a) hereof), then the Company shall simultaneously declare a dividend or distribution on shares of Series B Preferred Stock in the amount of dividends or distributions that would be made with respect to shares of Series B Preferred Stock if such shares were converted into shares of Common Stock on the record date for such dividend or distribution (regardless of whether or not actual conversion at such time would be permissible under Section 5 hereof). No dividend or distribution shall be payable to holders of shares of Common Stock unless the full dividends or distributions contemplated by this Section are paid at the same time in respect of the Series B Preferred Stock.
(b) Each dividend or distribution shall be payable to holders of the Series B Preferred Stock as they appear in the records of the Company at the close of business on the same record date as the record date for the payment of the corresponding dividend or distribution to the holders of shares of Common Stock.
(c) Dividends on the Series B Preferred Stock are non-cumulative. If the Company does not declare a dividend on the Common Stock or the Series B Preferred Stock in respect of any period, the holders of the Series B Preferred Stock shall have no right to receive any dividend for such dividend period, and the Holders Company shall have no obligation to pay a dividend for such dividend period, whether or not dividends are declared and paid for any future dividend period with respect to the Series B Preferred Stock or the Common Stock or any other series of the Company’s preferred stock.
(d) If the Conversion Date (as defined below) with respect to any of the shares of Series B Preferred Stock occurs prior to the record date for the payment of any dividend or distribution on the Common Stock, the holder of such shares of Series B Preferred Stock to be converted shall not be entitled have the right to participate in receive any corresponding dividends or distributions on the Series B Preferred Stock. If the Conversion Date with respect to the shares of Series B Preferred Stock occurs after the record date for any declared dividend or distribution and prior to the payment date for that dividend or distribution, the holder thereof shall receive that dividend or distribution on the relevant payment date if such dividendsholder of Common Stock was the holder of record of shares of Series B Preferred Stock on the record date for that dividend or distribution.
Appears in 1 contract
Samples: Investment Agreement (Hartford Financial Services Group Inc/De)
Dividends. (a) Subject If the Company shall after the date of issuance of this Warrant issue or distribute to the rights of all or substantially all holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Common Stock evidences of indebtedness, any other securities of the Company or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole electionproperty, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rateassets or cash, and shall accumulate on if such issuance or distribution does not constitute a daily basis from the most recent date as to which dividends have been paidCommon Stock Reorganization or a Common Stock Distribution (any such nonexcluded event being herein called a "Dividend"), or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Common Stock have been set apart subject to purchase upon exercise of this Warrant shall be increased (but not decreased), effective immediately after the record date at which the holders of shares of Common Stock are determined for the payment purposes of such dividends uponDividend, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in to a number determined by multiplying the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Common Stock for the payment thereof is set apart for subject to purchase immediately before such dividends uponDividend by a fraction, the Series A Preferred numerator of which shall be the Fair Market Value per share of outstanding Common Stock on such record date and any Parity the denominator of which shall be the Fair Market Value per share of outstanding Common Stock for all dividend payment periods ending of the Company on such record date less the then Fair Market Value of the evidences of indebtedness, securities, cash, or prior property or other assets issued or distributed in such Dividend with respect to one share of Common Stock, and (ii) the Exercise Price shall be decreased (but not increased) to a price determined by multiplying the Exercise Price then in effect by a fraction, the numerator of which shall be the number of shares of Common Stock subject to ______________________________________ Footnote continued from previous page. purchase upon exercise of this Warrant immediately before such Dividend and the denominator of which shall be the number of shares of Common Stock subject to purchase upon exercise of this Warrant immediately after such Dividend. If after the date of issuance of this Warrant the Company repurchases shares of Common Stock for a per share consideration which exceeds the Fair Market Value (as calculated immediately prior to such declarationrepurchase), paymentthen the number of shares of Common Stock purchasable upon exercise of this Warrant and the Exercise Price shall be adjusted in accordance with the foregoing provisions, redemptionas if, purchase or acquisition. The foregoing limitation shall not apply to:
in lieu of such repurchases, the Company had (iI) conversions into or exchanges fordistributed a Dividend having a Fair Market Value equal to the Fair Market Value of all property and cash expended in the repurchases, and (II) effected a reverse split of the Common Stock in the proportion required to reduce the number of shares of Common Stock outstanding from (A) in the case number of Parity Stock, such shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, outstanding immediately before such first repurchase to (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions number of such Parity Stock or Junior Stock or shares outstanding immediately following all the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferencesrepurchases.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Dividends. (a) Subject to the rights of holders of Senior Stock, Holders Dividends shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares accrue on each outstanding share of Series A D-1 Preferred Stock or through any combination of cash and shares on each outstanding share of Series A D-1 Preferred Stock at the Corporation’s sole electionrate equal to 5% per annum (pro rated in the first annual period if the initial Issuance Date is after the commencement of the initial quarterly payment period) of the initial Liquidation Preference per share of Series D-1 Preferred Stock, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rateapplicable, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of declared by the Corporation prohibit the current payment of dividendsBoard. Such dividends shall accrue and, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends if declared, shall be payable quarterly in arrears on the 30th day of July, October, January and April of each year (each such date, a "Dividend Payment Date (commencing on [●], 2017) Date"). Dividends shall begin to the Holders as they appear accrue on the Corporation’s stock register at Series D-1 Preferred Stock as of the Close of Business on Issuance Date, provided that the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, due in respect of the delay.
(c) No dividend initial quarterly period shall be declared pro rated if such Issuance Date is after the commencement of such quarterly period. Dividends payable on shares of Series D-1 Preferred Stock shall be cumulative; therefore, if a full or paid upon, or any sum partial dividend on the shares of cash set apart for the payment of dividends upon, any outstanding share of the Series A D-1 Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof quarter is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for paymentthe Company shall remain obligated to pay a full dividend with respect to that quarter, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that any unpaid dividends shall not bear interest. At the election of the Company, any accrued but unpaid dividends may be paid in cash at any time. At the election of the Company, each dividend on the Series D-1 Preferred Stock may be paid in shares of Common Stock. Dividends paid in shares of Common Stock shall be paid in full shares only, with a cash payment equal to the value of any fractional shares. The issuance of such shares of Common Stock shall be valued at the average of the per share Market Price for the ten Trading Day period immediately preceding the date on which the dividend becomes due. Each dividend paid in capital stock shall be mailed to the holders of record of the Series A D-1 Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date as their names and the Close of Business addresses appear on the Conversion Date share register of the Company or at the office of the transfer agent on the corresponding dividend payment date. Holders of Series D-1 Preferred Stock will receive written notification from the Company or the Mandatory Conversion Datetransfer agent if a dividend is paid in kind, which notification will specify the number of shares of Common Stock paid as applicable, a dividend. All holders of shares of Common Stock issued as dividends shall only be entitled to all of the rights and benefits relating to shares of Common Stock as set forth in the Company's Certificate of Incorporation. After payment of setting aside of the payment of dividends accrued described in this Section 7, any additional dividends (other dividends on Common Stock payable solely in Common Stock) declared or paid in any fiscal year shall be declared or paid among the holders of Series D-1 Preferred Stock, and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject Common Stock then outstanding in proportion to the foregoing, nearest whole number of shares of Common Stock which would be held by each such dividends (payable in cash, securities or other property) as may be determined by holder if all holders of Series D-1 Preferred Stock were converted at the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendsthen-effective Conversion Rate.
Appears in 1 contract
Dividends. (a) Subject to the rights Each Holder of holders a share of Senior Stock, Holders Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available therefor under the General Corporation Law of the Corporation legally available State of Delaware (the "DGCL"), dividends for paymenteach share of Series B Preferred Stock in an amount equal the amount of all cash dividends, cumulative all non cash dividends at the Dividend Rate, and all other distributions (other than a dividend payable in cashshares of Common Stock or a subdivision of the outstanding shares of Common Stock by reclassification or otherwise, by delivery each of which are addressed in Section 8 hereof) declared and paid on the Common Stock, as if the shares of Series A B Preferred Stock had been converted immediately prior to the record date for payment of such dividends or through any combination of cash and distributions at the conversion rate set forth in Section 5 hereof. Dividends on shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A B Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of in such dividends uponother property, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends securities or other distributions assets (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 Common Stock) by the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends as may be declared and paid on by the Series A Preferred Stock Company as a dividend to the holders of the Company's issued 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 outstanding shares of Series A Preferred Stock and shares Common Stock. Dividends shall be paid to the holders of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders record of shares of Series A B Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close close of Business business on a Dividend Record Date shall be entitled to receive, when, as and if declared the date specified by the Board, out Board of funds legally available for payment, Directors of the Company at the time such dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Dateis declared; provided, however, that such record date shall not be more than 60 days nor less than 10 days prior to the respective dividend payment date.
(b) All dividends paid with respect to shares of Series A B Preferred Stock surrendered for conversion during pursuant to Section 3(a) hereof shall be paid pro rata to the period between holders entitled thereto.
(c) If at any time the Close of Business Company shall have failed to pay all dividends which have accrued on any Dividend Record Date and outstanding shares of Senior Securities at the Close times such dividends are payable, unless otherwise provided in the terms of Business such Senior Securities, no cash or stock dividend (except in shares of Series B Preferred Stock) shall be declared by the Board of Directors or paid or set apart for payment by the Company on the Conversion Date shares of Series B Preferred Stock unless prior to or the Mandatory Conversion Dateconcurrently with such declaration, as applicablepayment or setting apart for payment, shall only be entitled to the dividends all accrued and unpaid through the Conversion Date dividends on all outstanding shares of such Senior Securities shall have been declared, paid or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available set apart for such payment, and the Holders shall not be entitled to participate in any such dividendswithout interest.
Appears in 1 contract
Dividends. (a) Subject Prior to the rights termination of this agreement, the holders of Senior Stock, Holders the Voting Trust Certificates shall be entitled to receivereceive payment equal to the cash dividend, whenif any, as and if declared received by the Board out Trustee upon a like number of funds of Shares as is called for by the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4respective Voting Trust Certificates. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in lf any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No Shares is paid, in whole or in part, in Class B Common Stock, the Trustee shall likewise hold, subject to the terms of this Agreement, the certificates representing stock which are received by him on account of such dividend, and the holder of the Voting Trust Certificate issued in respect of Shares on which such stock dividend has been paid shall be declared or paid upon, or any sum of cash set apart entitled to receive a Voting Trust Certificate issued under this Agreement for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Class B Common Stock have been set apart received as such dividend with respect to the Shares represented by the Voting Trust Certificate. Holders entitled to receive the dividends described above shall be those registered as such on the transfer books of the Trustee at the close of business on the day fixed by the Corporation for the taking of a record to determine those holders of its stock entitled to receive such dividends or, if the Trustee has fixed a date, as hereinafter provided, for the purpose of determining the holders of the Voting Trust Certificates entitled to receive such payment or distribution, then registered as such at the close of business on the date so fixed by the Trustee. If any dividend in respect of Shares is paid other than in cash or in Class B Common Stock, then the Trustee shall distribute the same to the holders of the Voting Trust Certificates registered as such at the close of business on the day fixed by the Trustee for taking a record to determine the holders of the Voting Trust Certificates entitled to receive such distribution. Such distribution shall be made to such holders of the Voting Trust Certificates in accordance with the number of Shares represented by the Voting Trust Certificates. The transfer books of the Trustee may be closed temporarily by the Trustee for a period not exceeding 20 days preceding the date fixed for the payment or distribution of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or the distribution of assets or rights, or at any other distributions (other than (x) time in the case discretion of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in Trustee. In lieu of fractional shares) may be declared, made or paid upon, 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 providing for the redemption closing of the books against the transfer of the Voting Trust Certificates, the Trustee may fix a date not exceeding 20 days preceding any Parity Stock or Junior Stock) date fixed by the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock Company for the payment thereof is set apart or distribution of dividends, or for such dividends uponthe distribution of assets or rights, as a record date for the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to determination of the date holders of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be Voting Trust Certificates entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend receive such payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such paymentdistribution, and the Holders holders of the Voting Trust Certificates of record at the close of business on such date shall not exclusively be entitled to participate in such payments or distributions. In lieu of receiving cash dividends upon the Shares and paying the same to the holders of the Voting Trust Certificates pursuant to the provision of this Agreement, the Trustee may instruct the Corporation in writing to pay such dividends to the holders of the Voting Trust Certificates. Upon such instructions being given by the Trustee to the Corporation, and until revoked by the Trustee, all liability of the Trustee with respect to such dividends shall cease. The Trustee may at any time revoke such dividendsinstructions and by written notice to the Corporation direct it to make dividend payments to the Trustee.
Appears in 1 contract
Samples: Voting Trust Agreement (Vishay Precision Group, Inc.)
Dividends. (a) Subject to The Holders of the rights issued and outstanding shares of holders of Senior Stock, Holders Series B Preferred Stock shall be entitled to receive, whenout of assets legally available for the payment of dividends, dividends on the terms described below:
(i) Holders of shares of Series B Preferred Stock shall be entitled to participate equally and ratably with the holders of shares of Common Stock in all cash dividends paid on the shares of Common Stock as if immediately prior to each Common Stock Dividend Record Date (as defined below), all shares of Series B Preferred Stock then outstanding were converted into shares of Common Stock (assuming that all of the then issued and outstanding shares of Series B Preferred Stock could be converted into shares of Common Stock on the record date in respect of such dividend). Dividends or distributions payable pursuant to this Section 4(a)(i) (the “Participating Dividends”) shall be payable on the same date that such dividends or distributions are payable to holders of shares of Common Stock (a “Common Stock Dividend Payment Date”), and no dividends shall be payable to holders of shares of Common Stock unless the full dividends contemplated by this Section 4(a)(i) are paid at the same time to the Holders of the Series B Preferred Stock. Other than in respect of dividends paid in cash on the shares of Common Stock as and to the extent provided for in this paragraph (i), Holders of shares of Series B Preferred Stock shall not be entitled to participate in dividends or distributions of any nature paid on or in respect of the Common Stock or to holders thereof.
(ii) In addition to any dividends pursuant to Section 4(a)(i), the Corporation shall pay, if, as and if when declared by the Board of Directors, out of funds of the Corporation legally available for paymenttherefor, cumulative on each Series B Preferred Dividend Payment Date dividends on each outstanding share of Series B Preferred Stock (the “Series B Preferred Dividends”) at a rate per annum equal to the Dividend Rate, payable in cash, by delivery of shares Rate as further specified below. Series B Preferred Dividends on each share of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A B Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, accrue and shall accumulate on a daily basis from the most recent date as to which dividends have been paidIssuance Date of such share, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period declared and whether or periods any agreements of not the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or has funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends , shall compound quarterly on each Series B Preferred Dividend Payment Date and shall be payable quarterly in arrears arrears, if, as and when so authorized and declared by the Board of Directors, on each Series B Preferred Dividend Payment Date, commencing on the first Series B Preferred Dividend Payment Date following the Issuance Date of such share. The amount of Series B Preferred Dividends accruing with respect to any share of Series B Preferred Stock for any day shall be determined by dividing (commencing x) the Implied Quarterly Dividend Amount with respect to such day by (y) the actual number of days in the Payment Period in which such day falls. The amount of Series B Preferred Dividends payable with respect to any share of Series B Preferred Stock for any Payment Period shall equal the sum of the Series B Preferred Dividends accrued in accordance with the prior sentence of this Section 4(a)(ii) with respect to such share during such Payment Period. Series B Preferred Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $.005 being rounded upward).
(iii) Subject to and in accordance with the provisions of Section 4(a)(iv), the Series B Preferred Dividends may, at the option of the Corporation, be paid in cash or by issuing fully paid and nonassessable shares of Series B Preferred Stock. If the Corporation pays any Series B Preferred Dividend in shares of Series B Preferred Stock, the number of shares of Series B Preferred Stock to be paid in respect of such Series B Preferred Dividend will be equal to the number of shares (including fractional shares) that have an aggregate Liquidation Preference equal to the amount of such Series B Preferred Dividend.
(iv) Notwithstanding anything to the contrary in this Section 4(a) (including for the avoidance of doubt, the last sentence of Section 4(a)(v)), the Corporation shall not pay any Series B Preferred Dividends accumulating prior to the date following the first date on [●]which there are no longer any outstanding Convertible Notes (as defined in the Investment Agreement) by issuing fully paid and nonassessable shares of Series B Preferred Stock, 2017but must pay such Series B Preferred Dividends on any applicable Series B Preferred Dividend Payment Date, if at all, in cash.
(v) Each Participating Dividend or Series B Preferred Dividend shall be paid pro rata to the Holders entitled thereto. Each Participating Dividend or Series B Preferred Dividend shall be payable to the Holders of Series B Preferred Stock as they appear on the Corporation’s stock register Register at the Close close of Business business on the relevant record date designated by the Board of Directors for such dividends (each such date, a “Dividend Payment Record Date. Dividends payable for any period less than a full quarterly dividend period ”), which (based upon the number of days elapsed during the periodi) with respect to Participating Dividends, shall be computed on the basis of a 360-same day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart record date for the payment of dividends uponto the holders of shares of Common Stock (the “Common Stock Dividend Record Date”) and, any outstanding share of the Series A Preferred Stock (ii) with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid uponSeries B Preferred Dividends, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by not more than thirty (30) days nor less than ten (10) days preceding the Board, out of funds legally available for payment, the dividend payment on their respective shares of applicable Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.B
Appears in 1 contract
Dividends. (a) Subject to Holders of the rights preferred stock of holders of Senior Stock, Holders shall each series will be entitled to receive, when, as and if declared by the Board out our board of funds of the Corporation legally available for paymentdirectors, cumulative cash dividends at such rates and on such dates described in the Dividend Rate, prospectus supplement. Different series of preferred stock may be entitled to dividends at different rates or based on different methods of calculation. The dividend rate may be fixed or variable or both. Dividends will be payable in cash, to the holders of record as they appear on our stock books on record dates fixed by delivery our board of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole electiondirectors, as provided pursuant to Section 4specified in the applicable prospectus supplement. Dividends on any series of preferred stock may be cumulative or noncumulative, as described in the Series A Preferred Stock shall be applicable prospectus supplement. If our board of directors does not declare a dividend payable quarterly in arrears at on a dividend TABLE OF CONTENTS payment date on any series of noncumulative preferred stock, then the Dividend Rateholders of that noncumulative preferred stock will have no right to receive a dividend for that dividend payment date, and shall accumulate on a daily basis from we will have no obligation to pay the most recent date as to which dividends have been paiddividend accrued for that period, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) dividends on that series are declared payable on any future dividend payment dates. Dividends on any series of cumulative preferred stock will accrue from the date we initially issue shares of such series or such other date specified in any dividend period the applicable prospectus supplement. No dividends may be declared or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings paid or funds of the Corporation legally available set apart for the payment of such any dividends on any parity securities unless full dividends have been paid or (iii) the Corporation declares the set apart for payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Datepreferred stock. Dividends payable for any period less than a If full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is dividends are not a Business Daypaid, the required payment preferred stock will be made on share dividends pro rata with the next succeeding Business Day and no interest or parity securities. No dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash funds set apart for the payment of dividends upon, on any outstanding share of the Series A Preferred Stock with respect to any dividend period junior securities unless all accumulated full dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending terminating on or prior to the date of such declaration, payment, redemption, purchase the declaration or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends will have not been paid or declared and a sum sufficient for the payment set apart for payment on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferencespreferred stock.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Samples: Equity Distribution Agreement (Blue Apron Holdings, Inc.)
Dividends. (a) Subject to the rights of The holders of Senior Stock, Holders whole or fractional shares of this Series shall be entitled to receivereceive dividends, when, as and if declared by the Board of Directors out of funds legally available therefor (i) on each date that dividends or other distributions (other than dividends or distributions payable in Common Stock (as defined below) of the Corporation legally available for paymentCorporation) are payable on or in respect of Common Stock comprising part of the Reference Package (as defined below), cumulative in an amount per whole share of this Series equal to the aggregate amount of dividends at the Dividend Rate, or other distributions (other than dividends or distributions payable in cashCommon Stock of the corporation) that would be payable on such date to a holder of the Reference Package and (ii) on the last day of March, by delivery June, September and December in each year, in an amount per whole share of this Series equal to the excess (if any) of $__________* over the aggregate dividends paid per whole share of this Series during the three-month period ending on such last day. Each such dividend shall be payable to the holders of record of shares of this Series A Preferred Stock on the date, not exceeding fifty days preceding such dividend or through any combination distribution payment date, fixed for the purpose by the Board of cash and shares Directors in advance of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4payment of each particular dividend or distribution. Dividends on each whole and each fractional share of this Series shall be cumulative from the Series A Preferred Stock date such whole or fractional share is originally issued; provided that any such whole or fractional share originally issued after a dividend record date and on or prior to the dividend payment date to which such record date relates shall not be entitled to receive the dividend payable on such dividend payment date or any amount in respect of the period from such original issuance to such dividend payment date. No interest, or sum of money in lieu of interest, shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in respect of any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day monthsthat is not paid when it accrues.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid uponand paid, or any sum of cash set apart for the payment of dividends uponon, any outstanding share of the this Series A or any share of any other series or class of Preferred Stock or any share of any other class or series of stock, ranking on a parity with respect this Series as to dividends, for any dividend period unless all accumulated at the same time a like proportionate dividend for the same dividend period, ratably in proportion to the respective dividends for all preceding dividend periods have been applicable thereto, shall be declared and paid uponpaid, or set apart for payment on, all shares of this Series and all shares of each other series or class of Preferred Stock and all shares of any other class or series of stock, ranking on a sufficient sum in cash or number parity with this Series as to dividends, then issued and outstanding and entitled to receive dividends. Holders of shares of this Series A Preferred Stock have been set apart for the payment shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of such dividends uponfull cumulative dividends, all outstanding shares of Series A Preferred Stockas herein provided, on this Series.
(dc) So long as any shares of this Series A Preferred Stock remain shall be outstanding, no unless the full cumulative dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in on all outstanding shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock this Series shall have been declared and (z) cash in lieu of fractional shares) may be declared, made or paid uponpaid, or set apart for payment uponpayment, any Parity for all past dividend periods and except as provided in Paragraph 2(b), (i) no dividend (other than a dividend in Common Stock or Junior Stockin any other stock of the Corporation ranking junior to this Series as to dividends and distribution of assets upon liquidation, nor may any Parity dissolution or winding-up) shall be declared or paid or set aside for payment, or other distribution declared or made, upon the Common Stock or Junior upon any other stock ranking junior to or on a parity with this Series as to dividends or distribution of assets upon liquidation, dissolution or winding-up, and (ii) no shares of Common Stock or shares of any other stock of the Corporation ranking junior to or on a parity with this Series as to dividends or distribution of assets upon liquidation, dissolution or winding-up shall be redeemed, purchased or otherwise acquired for any consideration (by the Corporation or any money subsidiary of the Corporation (nor shall any moneys be paid to or made available for a sinking or other fund for the redemption of any Parity Stock or Junior Stock) by the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisitionother ------------------------- * Insert an amount equal to 1/4 of the Exercise Price divided by the number of shares purchasable upon exercise of one Right (i.e., a guaranteed 1% dividend). The foregoing limitation shall not apply to:
(i) conversions Where a Right is exercisable for one-hundredths of shares, this simplifies to one-fourth the Exercise Price for one one-hundredth of a share of Preferred Stock. acquisition of any shares of any such stock), other than by conversion into or exchanges for, (A) in the case of Parity Stock, shares of Parity exchange for Common Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any stock of the Corporation’s securitiesCorporation ranking junior to this Series as to dividends and distribution of assets upon liquidation, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendsdissolution or winding-up.
Appears in 1 contract
Dividends. (a) Subject to the rights of holders of Senior Stock, 1. Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends in cash at the Dividend Rate. To the extent that the Corporation is legally permitted to pay dividends, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4Board shall declare and the Corporation shall pay dividends in cash on each Dividend Payment Date. Dividends on the Series A Convertible Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis accumulate, whether or not earned or declared, from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period Dividend Period or periods Periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends), and shall be paid in cash. Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●]March 15, 20172018) to the Holders as they appear on the Corporation’s stock register at the Close close of Business business on the relevant Dividend Record Date. Accumulations of dividends on shares of Convertible Preferred Stock for any past Dividend Periods may be declared and paid at any time to Holders not more than 30 nor less than 10 calendar days immediately preceding any Dividend Payment Date and shall not bear interest. The Corporation shall provide not less than 10 Trading Days’ notice prior to any such Dividend Payment Date. Dividends payable for any period less than a full quarterly dividend period Dividend Period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) 2. No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Convertible Preferred Stock with respect to any dividend period Dividend Period unless all accumulated dividends for all preceding dividend periods Dividend Periods have been declared and paid uponpaid, or declared and a sufficient sum in cash or number of shares of Series A Preferred Stock have has been set apart for the payment of such dividends upondividend, upon all outstanding shares of Series A Convertible Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no 3. No dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock Securities and (z) cash in lieu of fractional shares) may be declared, made or paid uponpaid, or set apart for payment upon, any Parity Stock Securities or Junior StockSecurities, nor may any Parity Stock Securities or Junior Stock Securities 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 Securities or Junior StockSecurities) by the Corporation or on behalf of the Corporation or by at any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously time when Accumulated Dividends are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply tooutstanding except by:
(i) conversions conversion into or exchanges for, (A) in the case of Parity Stock, exchange for shares of Parity Stock or Junior Stock or Securities and cash solely in lieu of fractional shares of Parity Stock Securities or Junior Stock, and, Securities (Bin the case of Parity Securities) or Junior Securities (in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior StockSecurities);
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);, unless all Accumulated Dividends shall 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 Convertible Preferred Stock and any Parity Securities for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition; and
(iii) purchases, redemptions or other acquisitions cancellation of Parity Class B Common Stock and issuance of new Common Stock or Junior Stock payment of cash in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchangedLLC Unit Exchange. Notwithstanding the foregoing, if full dividends have not been paid Accumulated Dividends are outstanding on the Series A Convertible Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Convertible Preferred Stock and such any Parity Stock Securities so long as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the shares of Series A Convertible Preferred Stock and shares of such Parity Stock Securities shall in all cases bear to each other the same ratio that Accumulated Dividends per share on the shares of Convertible Preferred Stock and accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock Securities bear to each other, in proportion to their respective liquidation preferencesother at the time of declaration.
(e) 4. Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends, and shall not participate in dividends on the Common Stock.
(f) 5. If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate as the case may be, in respect of the delay.
6. Holders at the Close close of Business business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, receive the dividend payment on their respective those shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that Date notwithstanding the conversion of such shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any in accordance with Section H.1 or Section L.1 following such Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securitiesdefault in payment of the dividend due on such Dividend Payment Date. Except as provided in Sections H, including J and K, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on converted shares of Convertible Preferred Stock or for dividends on the shares of Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendsStock issued upon conversion.
Appears in 1 contract
Samples: Investment Agreement (Carvana Co.)
Dividends. (a) Subject So long as any shares of the Series A Preferred Stock remain outstanding, if the Company declares any dividend or distribution of cash, securities (including rights, warrants, options or evidences of indebtedness) or properties or assets other than shares of Common Stock to the rights of holders of Senior Stock, Holders shall be entitled paid from time to receive, when, as and if declared by the Board time out of funds of the Corporation any assets legally available for paymentsuch payment (to the extent dividends or distributions consist of shares of Common Stock an adjustment will be made pursuant to Section 6(a) hereof), cumulative dividends at then the Dividend Rate, payable in cash, by delivery of Company shall simultaneously declare a dividend or distribution on shares of Series A Preferred Stock in the amount of dividends or through any combination of cash and distributions that would be made with respect to shares of Series A Preferred Stock if such shares were converted into shares of Common Stock on the record date for such dividend or distribution (regardless of whether or not actual conversion at such time would be permissible under Section 4 hereof). No dividend or distribution shall be payable to holders of shares of Common Stock unless the full dividends or distributions contemplated by this Section are paid at the Corporation’s sole election, same time in respect of the Series A Preferred Stock.
(a) Each dividend or distribution shall be payable to holders of the Series A Preferred Stock as provided pursuant they appear in the records of the Company at the close of business on the same record date as the record date for the payment of the corresponding dividend or distribution to Section 4. the holders of shares of Common Stock.
(b) Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at are non-cumulative. If the Dividend Rate, and shall accumulate on Company does not declare a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at Common Stock or the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, Series A Preferred Stock in respect of any period, the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share holders of the Series A Preferred Stock with respect shall have no right to receive any dividend period unless all accumulated dividends for all preceding such dividend periods period, and the Company shall have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, obligation to pay a dividend for such dividend period, whether or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid not dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, any future dividend period with respect to the Series A Preferred Stock and or the Common Stock or any Parity Stock for all dividend payment periods ending on or prior to other series of the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:Company’s preferred stock.
(ic) conversions into or exchanges for, If the Conversion Date (Aas defined below) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant respect to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and occurs prior to the record date for the payment of any dividend or distribution on the Common Stock, the holder of such shares of Series A Preferred Stock to be converted shall not have the right to receive any corresponding dividends or distributions on the Series A Preferred Stock (but for the avoidance of doubt the holder thereof shall receive that dividend or distribution payable to holders of Common Stock on the relevant payment date if such Parity holder is the holder of record of shares of Common Stock shall in all cases bear on the record date for that dividend or distribution). If the Conversion Date with respect to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock occurs after the record date for any declared dividend or distribution and shares of such Parity Stock bear prior to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any the payment date for that dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for paymentor distribution, the holder thereof shall receive that dividend or distribution on the relevant payment on their respective date if such holder of Common Stock was the holder of record of shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, record date for that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date dividend or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectivelydistribution.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Primoris Services CORP)
Dividends. (a) Subject Until the termination of this Agreement pursuant to the rights terms of holders Section 12, the holder of Senior Stock, Holders each voting trust certificate shall be entitled to receivereceive from the Trustees payments equal to the cash dividends, whenif any, as and if declared received by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery Trustees upon a like number and class of shares of Series A Preferred Stock capital stock of the Company as is called for by each such voting trust certificate standing in the name of such holder in the voting trust certificate register. If any dividend in respect of the stock deposited with the Trustees are paid, in whole or through any combination of cash and in part, in shares of Series A Preferred Stock at common or other stock of the Corporation’s sole electionCompany having general voting powers, as provided pursuant the Trustees shall likewise hold, subject to Section 4. Dividends the terms of this Agreement, the certificates for shares of stock which are received by the Trustees on account of such dividend, and the Series A Preferred Stock holder of each voting trust certificate representing shares of stock on which such stock dividend has been paid shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on entitled to receive a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available voting trust certificate issued under this Agreement for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during shares and class of stock received as such dividend with respect to the period) shares represented by such voting trust certificate. Holders entitled to receive the dividends described above shall be computed those registered as such on the basis transfer books of the Trustees at the close of business on the day fixed by the Company for the taking of a 360-day year consisting record to determine those holders of twelve 30-day monthsits shares of stock entitled to receive such dividends, or if the Trustees have fixed a date, as hereinafter in this Section provided, for the purpose of determining the holders of voting trust certificates entitled to receive such payment or distribution, those holders registered as such at the close of business on the date so fixed by the Trustees.
(b) If Except as otherwise provided in Section 12, if any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, dividend in respect of the delaystock deposited with the Trustees are paid other than in cash or in capital stock having general voting powers, then the Trustees shall distribute the same among the holders of voting trust certificates registered as such at the close of business on the day fixed by the Trustees for taking a record to determine the holders of voting trust certificates entitled to receive such distribution. Such distribution shall be made to such holders of voting trust certificates ratably, in accordance with the number of shares represented by their respective voting trust certificates.
(c) No dividend shall The transfer books of the Trustees may be declared or paid upon, or any sum of cash set apart closed temporarily by the Trustees for a period not exceeding 20 days preceding the date fixed for the payment or distribution of dividends uponor the distribution of assets or rights, or at any outstanding share other time in the discretion of the Series A Preferred Stock with respect to Trustees. In lieu of providing for the closing of the books against the transfer of voting trust certificates, the Trustees may fix a date not exceeding 20 days preceding any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart date fixed by the Company for the payment or distribution of dividends, or for the distribution of assets or rights, as a record date for the determination of the holders of voting trust certificates entitled to receive such dividends uponpayment or distribution or to receive such assets or exercise such rights, all outstanding shares or for the purpose of Series A Preferred Stockdetermining the holders of voting trust certificates entitled to vote at any meeting of the holders or to determine any other thing, act or rights to be exercised, done or performed by the holders, and the holders of voting trust certificates of record at the close of business on such date shall exclusively be entitled to participate in such payments or distribution or exercise of rights.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in In lieu of fractional shares) may be declared, made or paid upon, 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 receiving cash dividends upon the redemption of any Parity Stock or Junior Stock) by the Corporation or on behalf capital stock of the Corporation or by any of Company and paying the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior same to the date holders of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock voting trust certificates pursuant to the conversion or exchange provisions of this Agreement, the Trustees may instruct the Company in writing to pay such Parity Stock or Junior Stock or dividends to the security being converted or exchangedholders of the voting trust certificates. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares Upon receipt of such Parity Stock written instructions, the Company shall in all cases bear pay such dividends directly to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on holders of the shares of Series A Preferred Stock and shares of voting trust certificates. Upon such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared instructions being given by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled Trustees to the Company, and until revoked by the Trustees, all liability of the Trustees with respect to such dividends accrued shall cease. The Trustees may at any time revoke such instructions and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject by written notice to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by Company direct it to make dividend payments to the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendsTrustees.
Appears in 1 contract
Dividends. (a) Subject If the Company shall after the date of issuance of this Warrant issue or distribute to the rights of holders of Senior Stock, all or substantially all Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Common Stock evidences of indebtedness, any other securities of the Company or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole electionproperty, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rateassets or cash, and shall accumulate on if such issuance or distribution does not constitute a daily basis from the most recent date as to which dividends have been paidCommon Stock Reorganization or a Common Stock Distribution (any such nonexcluded event being herein called a "Dividend"), or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Common Stock have been set apart subject to purchase upon exercise of this Warrant shall be increased (but not decreased), effective immediately after the record date at which the Holders of shares of Common Stock are determined for the payment purposes of such dividends uponDividend, all outstanding to a number determined by multiplying the number of shares of Series A Preferred Stock.
(d) So long as any shares Common Stock subject to purchase immediately before such Dividend by a fraction, the numerator of Series A Preferred which shall be the Fair Market Value per share of outstanding Common Stock remain outstandingon such record date and the denominator of which shall be the Fair Market Value per share of outstanding Common Stock of the Company on such record date less the then Fair Market Value of the evidences of indebtedness, no dividends securities, cash, or property or other distributions assets issued or distributed in such Dividend with respect to one share of Common Stock (other than (x) and in the case of Parity Stocka repurchase of shares by the Company, determined by a dividend or distribution payable solely in calculation based on the number of shares of Parity Stock or Junior Stockoutstanding after giving effect to all share repurchases), (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (zii) cash the Exercise Price shall be decreased (but not increased) to a price determined by multiplying the Exercise Price then in lieu effect by a fraction, the numerator of fractional shares) may which shall be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Common Stock for subject to purchase upon exercise of this Warrant immediately before such Dividend and the payment thereof is set apart for denominator of which shall be the number of shares of Common Stock subject to purchase upon exercise of this Warrant immediately after such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to Dividend. If after the date of issuance of this Warrant the Company repurchases shares of Common Stock for a per share consideration which exceeds the Fair Market Value (as calculated immediately prior to such declarationrepurchase), paymentthen the number of shares of Common Stock purchasable upon exercise of this Warrant and the Exercise Price shall be adjusted in accordance with the foregoing provisions, redemptionas if, purchase or acquisition. The foregoing limitation shall not apply to:
in lieu of such repurchases, the Company had (iI) conversions into or exchanges fordistributed a Dividend having a Fair Market Value equal to the Fair Market Value of all property and cash expended in the repurchases, and (II) effected a reverse split of the Common Stock in the proportion required to reduce the number of shares of Common Stock outstanding from (A) in the case number of Parity Stock, such shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, outstanding immediately before such first repurchase to (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions number of such Parity Stock or Junior Stock or shares outstanding immediately following all the security being converted or exchangedrepurchases. Notwithstanding the foregoing, if full dividends have while the Company is not been an organization taxable as a corporation, no adjustment shall be made as a result of any cash Dividend paid on to its shareholders in an aggregate amount equal to the Series A Preferred Stock state and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares federal income tax liability of such Parity Stock shareholders with respect to income of the Company for such fiscal year attributable to such shareholders. In lieu of the adjustments provided for in this Section 4.4 as a result of a Dividend, at the option of Holder, the Company shall in all cases bear instead pay to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on Holder a Dividend equal to the shares amount of Series A Preferred Stock and shares of such Parity Stock bear consideration to each other, in proportion which the Holder would have been entitled if the Holder had fully exercised this Warrant immediately prior to their respective liquidation preferences.
(e) the record date at which the Holders of shares of Series A Preferred Common Stock shall not be entitled to any dividend in excess were determined for purposes of full cumulative dividendssuch Dividend.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Dividends. (a) Subject to applicable Mxxxxxxx Islands law and regulation, and the rights prior and superior right of the holders of Senior Stockany shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Participating Preferred Stock with respect to dividends, Holders the holders of Series B Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds any assets of the Corporation legally available for paymenttherefor, cumulative dividends at and distributions in an amount per share of Preferred Stock (rounded to the Dividend Rate, nearest cent) equal to the product of the Participation Factor multiplied by the aggregate per share dividends or distributions (as applicable) that are distributable to holders of Common Stock in connection with such dividend or distribution (other than dividends payable in cashshares of Common Stock, distributions of shares of Common Stock or subdivisions of the outstanding shares of Common Stock (by delivery reclassification or otherwise)), in each case as and when declared by the Board of Directors since the Issue Date. Dividends described in this Section 3(a) shall be paid or distributed to holders of record of shares of Series A B Participating Preferred Stock on the payment or through any combination of cash and shares of Series A Preferred Stock at distribution date for the Corporation’s sole election, as provided pursuant to Section 4corresponding dividend or distribution on the Common Stock. Dividends on the Series A B Participating Preferred Stock shall will not be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day monthscumulative.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares Holders of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A B Participating Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receivedividends or other distributions, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (whether payable in cash, securities or other property, other than dividends (if any) declared and payable on the Series B Participating Preferred Stock as may be determined specified in this Section 3 (subject to the other provisions of this Certificate of Designation). The term “dividend” as used in this Certificate of Designation includes any cash distribution made by the Corporation, regardless of whether such distribution constitutes a dividend for U.S. federal income tax purposes.
(c) The Board may fix a record date for the determination of holders of shares of Series B Participating Preferred Stock entitled to receive a dividend or distribution declared thereon, which shall be declared the same as the record date for any corresponding dividend or the distribution on the Common Stock.
(d) Pursuant to and paid on any subject to the BCA, the Corporation may not lawfully declare or pay a dividend if the Corporation has reasonable grounds to believe that the Corporation is or would, after the declaration or payment of the dividend, be unable to pay its liabilities as they become due, or that the realizable value of the Corporation’s securitiesassets would, including Common Stockafter payment of the dividend, from time to time out be less than the aggregate value of funds legally available for such paymentthe Corporation’s liabilities, issued share capital and the Holders shall not be entitled to participate in any such dividendsshare premium accounts.
Appears in 1 contract
Dividends. (a) Subject to the rights Each holder of holders record of Senior Stock, Holders Series C-1 Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, receive cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant an amount per share equal to Section 4. Dividends six percent (6%) per annum on the Series A Preferred Stock Accrued Value. Such dividends shall accrue from and after the date of issue (except that dividends on any amounts added to the Accrued Value shall accrue only from the date such amounts are added to the Accrued Value) and shall be payable quarterly in arrears at added to the Dividend RateAccrued Value semi-annually, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in declared and whether or not there are any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of dividends, on February 28th and August 31st of each year (each such dividends or (iii) date being a "Dividend Accrual Date" and each such semi-annual period being a "Dividend Period"), commencing with the Corporation declares first such date following the payment Original Date of dividends)Issue of shares of such Subseries. Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less shorter than a full quarterly dividend period (based upon the number of days elapsed during the period) Dividend Period shall be computed on the basis of the actual number of days elapsed over twelve 30-day months and a 360-day year consisting year. Notwithstanding the foregoing, the Put/Call Date of twelve 30-day monthseach Subseries shall be treated as a Dividend Accrual Date, and after the Put/Call Date for such Subseries, accrued dividends shall be payable in the form of cash on each succeeding Dividend Accrual Date, out of funds legally available for the payment of dividends. If any dividends accrued after the relevant Put/Call Date are not paid in cash on any Dividend Accrual Date occurring after the relevant Put/Call Date, the unpaid amount thereof shall be added to the Accrued Value on each such Dividend Accrual Date for purposes of calculating succeeding periods' dividends.
(b) If In case the Corporation shall make any Dividend Payment Date falls on a day that is not a Business Daydividend or distribution to holders of Common Stock, whether payable in cash, securities or other property (other than dividends or distributions payable solely in Common Stock), the required payment will be made holder of each share of Series C-1 Preferred Stock on the next succeeding Business Day and no interest record date for such dividend or dividends distribution shall be entitled to receive an equivalent dividend or distribution based on the number of shares of Common Stock into which such share of Series C-1 Preferred Stock is convertible on such payment will accrue or accumulate, as the case may be, in respect of the delayrecord date.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of the Series A C-1 Preferred Stock remain are outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock Securities shall be redeemed, purchased or otherwise acquired for any consideration (or any money moneys be paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stockshares of any such stock) by the Corporation Corporation, directly or indirectly (except by conversion into or exchange for Junior Securities) or any cash dividend made on behalf any Junior Security other than (i) a dividend on the Corporation's Common Stock as determined and declared by the Board of Directors in which the holders of the Series C-1 Preferred Stock participate in accordance with subparagraph (b) above or (ii) repurchases of shares from employees of the Corporation or by any and its subsidiaries upon termination of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferencesholder's employment.
(ed) Holders of shares The date on which the Corporation initially issues any particular share of Series A C-1 Preferred Stock shall not be entitled deemed to any dividend in excess be its "date of full cumulative dividends.
(f) Holders at issue" for purposes hereof regardless of the Close number of Business times transfer of such share is made on the stock records maintained by or for the Corporation and regardless of the number of certificates that may be issued to evidence such share. The date on which the Corporation issues shares of a Dividend Record Date particular Subseries of Series C-1 Preferred Stock shall be entitled referred to receive, when, as and if declared by the Board, out "Original Date of funds legally available for payment, the dividend payment on their respective shares Issue" of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectivelysuch Subseries.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Dividends. (a) Subject to the rights Holders of holders shares of Senior Stock, Holders Series A Convertible Preferred Stock shall be entitled to receive, when, as and if when declared by the Board of Directors, out of funds and assets of the Corporation Company legally available for paymenttherefore, cumulative dividends at an annual dividend (calculated on the Dividend Rate, payable in cash, by delivery basis of shares the redemption price of $10.00 per share of Series A Convertible Preferred Stock Stock) of seven (7%) percent per annum, payable quarterly on or through before April 20th, July 20, October 20th, and January 20th for the calendar quarters ended March 31, June 30, September 30 and December 31, respectively, to stockholders of record on the respective record dates (which shall be the twentieth (20th) day of the last month for the quarter just ended. At the option of the Company, any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends dividends on the Series A Convertible Preferred Stock may be paid either in cash or in kind and if paid in kind each share of Series A Convertible Preferred Stock to be received shall be payable quarterly in arrears valued at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any $10.00 per share for purposes of such dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there payment. No fractional shares shall be earnings or funds of the Corporation legally available issued for the payment of dividends paid in kind and such dividends or (iii) to be paid to any shareholder shall be rounded up to the Corporation declares the payment next whole share of dividends)Series A Convertible Preferred Stock. Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Convertible Preferred Stock shall accrue and be cumulative from the date of issue and shall be appropriately prorated with respect to any the period between such date of issue and the first dividend period unless all accumulated payment date. Accumulations of unpaid dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) shall not bear interest. So long as any shares of Series A Convertible Preferred Stock remain are outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock Company shall not declare and (z) cash in lieu of fractional shares) may be declared, made or paid upon, pay or set apart for payment uponany dividends or make any other distribution on the Common Stock and shall not redeem, retire, purchase or otherwise acquire, any Parity shares of Common 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, ranking inferior to the Series A Convertible Preferred Stock, without the approval of a majority of the holders of the Series A Convertible Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to unless at the date time of making such declaration, payment, distribution, redemption, retirement, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or acquisition dividends on all outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Convertible Preferred Stock for all past quarterly dividend periods shall have been paid or declared and shares sufficient funds set apart for the payment thereof. If at any time the Company issues any rights, securities or other property pro rata to the record holders of such Parity Stock shall in all cases bear to any class of Common Stock, then each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares holder of Series A Convertible Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receiveacquire, when, as and if declared by upon the Board, out of funds legally available for paymentterms applicable to such rights, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cashaggregate rights, securities or other property) as may be determined by property which such holder could have acquired if such holder had held the Board may be declared and paid number of shares of Common Stock acquirable upon complete conversion of such holder’s Series A Convertible Preferred Stock immediately before the date on any which a record is taken to determine holders of Common Stock for the Corporation’s securitiesgrant, including Common Stock, from time to time out issue or sale of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendsPurchase Rights.
Appears in 1 contract
Dividends. (a) Subject to From and after the rights date of holders issuance of Senior each share of Preferred Stock, Holders of Preferred Stock shall be entitled to receive, when, as and if declared by the Board out receive in respect of funds each such share of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. cumulative Dividends accruing on the Series A Preferred Stock shall be payable quarterly a daily basis in arrears at the Dividend Rate, and shall accumulate Rate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment Stated Value of such dividends or (iii) the Corporation declares the payment share of dividends). Dividends shall be payable Preferred Stock from time to time, compounded quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (All dividends shall be paid in kind based upon the Stated Value unless the Corporation in its sole discretion elects to pay the dividends in cash. For purposes of determining the number of days elapsed during the period) shares of Preferred Stock issuable in an in kind dividend each share of Preferred Stock shall be computed valued at $10.00 per share. Dividends will be calculated on the basis of actual days elapsed over a 360-day year of 360 days consisting of twelve 30-day months. The Corporation may issue fractional shares of Preferred Stock. Any fraction of a share of Preferred Stock will be computed to five (5) decimal places.
(b) If With respect to any Dividend Payment Date falls Date, following notice to the Holders not less than 15 days before such Dividend Payment Date, the Corporation’s Board of Directors, or any authorized committee thereof, may declare and cause the Corporation to pay in cash to the Holders on a day that is record date fixed in accordance with Section 213 of the DGCL (which record date shall be not a Business Day, the required payment will be made on less than three days nor more than 60 days prior to the next succeeding Business Day and no interest occurring Dividend Payment Date), a Dividend per share of Preferred Stock equal to all or dividends a portion of the Dividends accrued on such payment will share of Preferred Stock since the last Dividend Payment Date. Any Dividends not paid in cash on a Dividend Payment Date shall be paid in kind and accrue or accumulateDividends from the date of issuance, as which shall be deemed to be the case may be, in respect of the delayapplicable Dividend Payment Date.
(c) No dividend Notwithstanding anything to the contrary contained herein, the Corporation shall be declared not declare, pay or paid uponset aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in this Certificate of Designation) the Holders of the Preferred Stock then outstanding shall first receive, or any sum of simultaneously receive, a dividend in cash set apart for the payment of dividends upon, any on each outstanding share of the Series A Preferred Stock with respect in an amount at least equal to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient the sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any amount of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum aggregate Dividends then accrued on such share of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferencespreviously paid.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Industrial Tech Acquisitions II, Inc.)
Dividends. (a) Subject In the event that the Closing Date is to occur prior to the rights of holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds end of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any then current dividend period of Invitation Homes or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulateStarwood Waypoint, as the case may be, in respect then each of Invitation Homes and Starwood Waypoint shall declare a dividend to the respective holders of Invitation Homes Common Stock and Starwood Waypoint Common Shares entitled to receive such a dividend, the payment date (to the extent practicable) for which shall be the close of business on the date that is five (5) Business Days prior to the date of the delayStarwood Waypoint Shareholder Meeting (as originally determined without regard to any adjournment or postponement thereof) (such meeting date, the “Closing Dividend Date”), in each case, subject to funds being legally available therefor. The record date (to the extent practicable) for such dividends shall be ten (10) Business Days before the payment date.
(b) The per share dividend amount payable by Starwood Waypoint with respect to the Starwood Waypoint Common Shares shall be an amount equal to the Starwood Waypoint Quarterly Dividend, multiplied by a fraction, the numerator of which is the number of days elapsed from the first day following the most recent dividend record date through and including the Closing Dividend Date, and the denominator of which is the actual number of days from the most recent dividend record date until the next expected dividend record date.
(c) No The per share dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock amount payable by Invitation Homes with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid uponshares of Invitation Homes Common Stock shall be an amount equal to the Invitation Homes Quarterly Dividend, or multiplied by a sufficient sum in cash or fraction, the numerator of which is the number of shares days elapsed from the first day following the most recent dividend record date through and including the Closing Dividend Date, and the denominator of Series A Preferred Stock have been set apart for which is the payment actual number of such dividends upon, all outstanding shares of Series A Preferred Stockdays from the most recent dividend record date until the next expected dividend record date.
(d) So long Invitation Homes LP or Starwood Waypoint LP, as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stockmay be, may make a dividend or distribution payable solely with respect to its then issued and outstanding partnership interests in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 order to or made available for a sinking fund distribute funds sufficient for the redemption of any Parity Stock or Junior Stock) by the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferencesdividend.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Dividends. (a) Subject to Holders of the rights preferred stock of holders of Senior Stock, Holders shall each series will be entitled to receive, when, as and if declared by the Board out our board of funds of the Corporation legally available for paymentdirectors, cumulative cash dividends at such rates and on such dates described in the Dividend Rate, payable in cash, by delivery prospectus supplement. Different series of shares preferred stock may be entitled to dividends at different rates or based on different methods of Series A Preferred Stock calculation. The dividend rate may be fixed or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4variable or both. Dividends on the Series A Preferred Stock shall will be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders holders of record as they appear on our stock books on record dates fixed by our board of directors, as specified in the Corporation’s applicable prospectus supplement. Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of our affairs, then, before we make any distribution or payment to the holders of any Class A common stock, Class B common stock register at or Class C capital stock or any other class or series of our capital stock ranking junior to the Close preferred stock in the distribution of Business on the relevant Dividend Record Date. Dividends payable for assets upon any period less than a full quarterly dividend period (based upon the number liquidation, dissolution or winding up of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Dayour affairs, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect holders of the delay.
(c) No dividend shall be declared or paid upon, or any sum each series of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date preferred stock shall be entitled to receive, when, as and if declared by the Board, receive out of funds assets legally available for paymentdistribution to stockholders, liquidating distributions in the dividend payment on their respective shares amount of Series A Preferred Stock on the corresponding Dividend Payment Date; providedliquidation preference per share set forth in the prospectus supplement, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on plus any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through dividends thereon. Such dividends will not include any accumulation in respect of unpaid noncumulative dividends for prior dividend periods. Unless otherwise specified in the Conversion Date prospectus supplement, after payment of the full amount of their liquidating distributions, the holders of preferred stock will have no right or the Mandatory Conversion Date, respectively.
(g) Subject claim to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of our remaining assets. Upon any such voluntary or involuntary liquidation, dissolution or winding up, if our available assets are insufficient to pay the Corporation’s securities, including Common Stock, from time to time out amount of funds legally available for such payment, the liquidating distributions on all outstanding preferred stock and the Holders shall not be entitled to participate corresponding amounts payable on all other classes or series of our capital stock ranking on parity with the preferred stock and all other such classes or series of shares of capital stock ranking on parity with the preferred stock in the distribution of assets, then the holders of the preferred stock and all other such classes or series of capital stock will share ratably in any such dividendsdistribution of assets in proportion to the full liquidating distributions to which they would otherwise be entitled.
Appears in 1 contract
Samples: Equity Distribution Agreement
Dividends. (a) Subject to The Holders of the rights issued and outstanding shares of holders of Senior Stock, Holders Series B Preferred Stock shall be entitled to receive, whenout of assets legally available for the payment of dividends, dividends on the terms described below:
(i) Holders of shares of Series B Preferred Stock shall be entitled to participate equally and ratably with the holders of shares of Common Stock in all cash dividends paid on the shares of Common Stock as if immediately prior to each Common Stock Dividend Record Date (as defined below), all shares of Series B Preferred Stock then outstanding were converted into shares of Common Stock (assuming that all of the then issued and outstanding shares of Series B Preferred Stock could be converted into shares of Common Stock on the record date in respect of such dividend). Dividends or distributions payable pursuant to this Section 4(a)(i) (the “Participating Dividends”) shall be payable on the same date that such dividends or distributions are payable to holders of shares of Common Stock (a “Common Stock Dividend Payment Date”), and no dividends shall be payable to holders of shares of Common Stock unless the full dividends contemplated by this Section 4(a)(i) are paid at the same time to the Holders of the Series B Preferred Stock. Other than in respect of dividends paid in cash on the shares of Common Stock as and to the extent provided for in this paragraph (i), Holders of shares of Series B Preferred Stock shall not be entitled to participate in dividends or distributions of any nature paid on or in respect of the Common Stock or to holders thereof.
(ii) In addition to any dividends pursuant to Section 4(a)(i), the Corporation shall pay, if, as and if when declared by the Board of Directors, out of funds of the Corporation legally available for paymenttherefor, cumulative on each Series B Preferred Dividend Payment Date dividends on each outstanding share of Series B Preferred Stock (the “Series B Preferred Dividends”) at a rate per annum equal to the Dividend Rate, payable in cash, by delivery of shares Rate as further specified below. Series B Preferred Dividends on each share of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A B Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, accrue and shall accumulate on a daily basis from the most recent date as to which dividends have been paidIssuance Date of such share, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period declared and whether or periods any agreements of not the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or has funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends , shall compound quarterly on each Series B Preferred Dividend Payment Date and shall be payable quarterly in arrears arrears, if, as and when so authorized and declared by the Board of Directors, on each Series B Preferred Dividend Payment Date, commencing on the first Series B Preferred Dividend Payment Date following the Issuance Date of such share. The amount of Series B Preferred Dividends accruing with respect to any share of Series B Preferred Stock for any day shall be determined by dividing (commencing x) the Implied Quarterly Dividend Amount with respect to such day by (y) the actual number of days in the Payment Period in which such day falls. The amount of Series B Preferred Dividends payable with respect to any share of Series B Preferred Stock for any Payment Period shall equal the sum of the Series B Preferred Dividends accrued in accordance with the prior sentence of this Section 4(a)(ii) with respect to such share during such Payment Period. Series B Preferred Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $.005 being rounded upward).
(iii) Subject to and in accordance with the provisions of Section 4(a)(iv), the Series B Preferred Dividends may, at the option of the Corporation, be paid in cash or by issuing fully paid and nonassessable shares of Series B Preferred Stock. If the Corporation pays any Series B Preferred Dividend in shares of Series B Preferred Stock, the number of shares of Series B Preferred Stock to be paid in respect of such Series B Preferred Dividend will be equal to the number of shares (including fractional shares) that have an aggregate Liquidation Preference equal to the amount of such Series B Preferred Dividend.
(iv) Notwithstanding anything to the contrary in this Section 4(a) (including for the avoidance of doubt, the last sentence of Section 4(a)(v)), the Corporation shall not pay any Series B Preferred Dividends accumulating prior to the date following the first date on [●]which there are no longer any outstanding Convertible Notes (as defined in the Investment Agreement) by issuing fully paid and nonassessable shares of Series B Preferred Stock, 2017but must pay such Series B Preferred Dividends on any applicable Series B Preferred Dividend Payment Date, if at all, in cash.
(v) Each Participating Dividend or Series B Preferred Dividend shall be paid pro rata to the Holders entitled thereto. Each Participating Dividend or Series B Preferred Dividend shall be payable to the Holders of Series B Preferred Stock as they appear on the Corporation’s stock register Register at the Close close of Business business on the relevant record date designated by the Board of Directors for such dividends (each such date, a “Dividend Payment Record Date”), which (i) with respect to Participating Dividends, shall be the same day as the record date for the payment of dividends to the holders of shares of Common Stock (the “Common Stock Dividend Record Date. Dividends payable for any period ”) and, (ii) with respect to Series B Preferred Dividends, shall be not more than thirty (30) days nor less than a full quarterly dividend period ten (based upon 10) days preceding the number applicable Series B Preferred Dividend Payment Date. Notwithstanding the forgoing, the Base Amount Accrued Dividends may be declared and paid in cash or in shares of days elapsed during the period) shall be computed Series B Preferred Stock at any time to Holders of record on the basis of a 360-day year consisting of twelve 30-day monthsDividend Payment Record Date therefor.
(b) If any Dividend Payment Date falls on Upon the occurrence of a day that is not a Business DayDefault, the required payment will Dividend Rate shall increase by the Applicable Default Dividend Rate from and including the date on which the Default shall occur and be made continuing through but excluding the date on which all then occurring Defaults are no longer continuing. The Dividend Rate shall not be increased further pursuant to this Section 4(b) for a subsequent Default occurring while the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulateDividend Rate is already increased pursuant to this Section 4(b); provided, as the case may behowever, in respect the event that a Default of the delaytype set forth in clause (iii) of the definition of “Default” occurs, or is continuing to occur, after June 30, 2011 and the Applicable Default Dividend Rate in effect as of such date is 3.00% per annum, the Dividend Rate shall increase by an additional 3.00% per annum and shall remain so increased until the date on which such Default set forth in clause (iii) is no longer continuing.
(c) No dividend At any time during which a Default shall be occurring, no dividends shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, or set apart for payment uponpayment, or other distributions declared or made, upon any Parity Stock or Junior StockSecurities, nor may shall any Parity Stock or Junior Stock Securities be redeemed, purchased or otherwise acquired for any consideration (or nor shall any money moneys be paid to or made available for a sinking fund for the redemption of any Parity Stock or shares of any such Junior StockSecurities) by the Corporation Corporation, directly or on behalf indirectly (except, subject to and in accordance with the provisions of Section 11 hereof and Article VI of the Corporation Stockholders Agreement, by conversion into or by any of exchange for Junior Securities or the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum payment of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares in connection therewith).
(d) From and after March 15, 2012 (the occurrence of Parity Stock such date, the “Dividend Reduction Event”), the Base Dividend Rate shall irrevocably become 0.00% for all days thereafter. For the avoidance of doubt, the Dividend Rate shall be subject to increase pursuant to Section 4(b) even if the Base Dividend Rate becomes 0.00% pursuant to this Section 4(d).
(e) Neither the Corporation nor any of its Subsidiaries shall (i) declare, pay or set aside for payment any dividends or distributions upon any Junior Stock, andSecurities (except, (Bx) subject to and in accordance with the case provisions of Section 11 hereof and Article VI of the Stockholders Agreement, for any such dividends or distributions payable solely in Junior StockSecurities or (y) for such ordinary cash dividends (as may be determined and declared by the Board of Directors from time to time) declared, paid or set aside for payment after the Dividend Reduction Event on shares of Common Stock in which the shares of Series B Preferred Stock participate pursuant to Section 4(a)(i)) or (ii) repurchase, redeem or otherwise acquire any Junior Stock Securities for any consideration or pay any moneys or make available for a sinking fund for the redemption of any shares of such Junior Securities (except, subject to and in accordance with the provisions of Section 11 hereof and Article VI of the Stockholders Agreement, by conversion into or exchange for Junior Securities or the payment of cash solely in lieu of fractional shares in connection therewith and any consideration consisting solely of Junior Stock;
(ii) payments Securities), unless, in connection with each case, the satisfaction Corporation has access to sufficient lawful funds immediately following such action such that the Corporation would be legally permitted to redeem in full all shares of employees’ tax withholding obligations pursuant to employee benefit plans or the Series B Preferred Stock then outstanding awards (and payment of any corresponding requisite amounts for an amount equal to the appropriate governmental authority);
sum of (iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(vA) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to aggregate Liquidation Preference and (B) the conversion or exchange provisions aggregate Accrued Dividends of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock and such Parity Stock so long shares as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferencesdate.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Dividends. (a) Subject to Commencing on the rights of holders of Senior StockIssue Date, Holders of shares of outstanding Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of Corporation funds legally available therefor, noncumulative dividends in arrears at the rate per annum of 15% per share on the Liquidation Amount (equivalent to $150.00 per annum per share), payable semi-annually on each Dividend Payment Date beginning on the Dividend Payment Commencement Date until the Conversion Date. Dividends will be payable on a Dividend Payment Date to Holders that are Record Holders as of the Corporation legally available for paymentapplicable Record Date with respect to such Dividend Payment Date, cumulative but only to the extent a dividend has been declared to be payable on such Dividend Payment Date. If any Dividend Payment Date is not a Business Day, the dividend payable on such date shall be paid on the next succeeding Business Day without adjustment and without interest. Accumulations of dividends at the Dividend Rate, payable in cash, by delivery of on shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Datebear interest. Dividends payable for any period less other than a full quarterly dividend period Dividend Period (based upon on the number of actual days elapsed during the period) shall be computed on the basis of days elapsed over a 360-day year consisting of twelve 30-day months.
(b) If any Dividends on the Series A Preferred Stock are not cumulative. To the extent that the Corporation’s Board of Directors does not declare and pay dividends on the Series A Preferred Stock for a Dividend Period prior to the related Dividend Payment Date, in full or otherwise, such unpaid dividend shall not accrue and shall not be payable. The Corporation shall have no obligation to pay dividends for such Dividend Period after the Dividend Payment Date falls on a day that is for such Dividend Period or to pay interest (or any other sum of money in lieu of interest) with respect to such scheduled, but missed dividends, whether or not a Business Day, the required payment will be made Corporation declares dividends on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delaySeries A Preferred Stock for any subsequent Dividend Period.
(c) No So long as any share of Series A Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, the Common Stock or any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of other shares of Series A Preferred Junior Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (xdividends payable solely in shares of Common Stock) or Parity Stock, subject to this Section 4(d) in the case of Parity Stock, a dividend and no Common Stock, Junior Stock or distribution payable solely in shares of Parity Stock shall be, directly or Junior Stockindirectly, (y) in the case of Junior Stockpurchased, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased redeemed 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 the Corporation or any of its subsidiaries unless all dividends on behalf all outstanding shares of the Corporation or by Series A Preferred Stock for any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods Dividend Period have been or contemporaneously are declared and paid in full on, (or have been declared and a sum sufficient sum for the payment thereof has been set aside for the benefit of cash or number the Holders of shares of Series A Preferred Stock for on the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisitionapplicable Record Date). The foregoing limitation shall not apply to:
to (i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights or Junior Stock in connection with a stockholdersshareholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholdersshareholders’ rights plan; or
(vii) the deemed purchase acquisition by the Corporation or acquisition any of fractional interests its subsidiaries of record ownership in shares Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than for the beneficial ownership by the Corporation or any of its subsidiaries), including as trustees or custodians; and (iii) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock Stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the conversion Issue Date or any subsequent agreement for the accelerated exercise, settlement or exchange provisions thereof for Common Stock.
(d) When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of such the Holders thereof on the applicable Record Date) on any Dividend Payment Date (or, in the case of Parity Stock or Junior Stock or having dividend payment dates different from the security being converted or exchanged. Notwithstanding the foregoingDividend Payment Dates, if on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 upon shares of Series A Preferred Stock and any shares of such Parity Stock shall in Stock, all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) declared on the shares of Series A Preferred Stock and shares of all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as full dividends payable on the Series A Preferred Stock for such Dividend Period and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to the dividends being declared by the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, in proportion the Corporation will provide written notice to their respective liquidation preferencesthe Holders of shares of Series A Preferred Stock prior to such Dividend Payment Date.
(e) If the Conversion Date is on or prior to the Dividend Payment Commencement Date, no Holder of shares of Series A Preferred Stock will have any right to receive any dividends on the Series A Preferred Stock with respect to such Dividend Period, whether upon Conversion or otherwise.
(f) All dividends on shares of Series A Preferred Stock shall be paid solely in cash.
(g) Prior to the Conversion Date, shares of Common Stock issuable upon Conversion of any shares of Series A Preferred Stock shall not be deemed outstanding for any purpose, and Holders of shares of Series A Preferred Stock shall not be entitled have no rights as holders or otherwise with respect to the Common Stock (including voting rights, rights to respond to tender offers for the Common Stock and rights to receive any dividend in excess dividends or other distributions on the Common Stock) by virtue of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective holding shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectivelyStock.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Samples: Stock Purchase Agreement (Jacksonville Bancorp Inc /Fl/)
Dividends. (a) Subject to From and after the rights of holders of Senior StockIssue Date, Holders shall be entitled to receive, whenon a non-cumulative basis, cash dividends for each outstanding Series E Preferred Share, if, when and as authorized and if declared by the Board of Directors, at the rate of 2% per annum and no more, out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or dividends.
(iiib) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears semi-annual installments on [●] and [●] of each year (each, a “Dividend Payment Date (Date”), commencing on [●], 2017) 2015. Each dividend will be payable to the Holders of record as they appear in the stock register of the Corporation at the close of business on the Corporation’s stock register at first day of the Close of month, whether or not a Business on Day, in which the relevant Dividend Payment Date occurs (each, a “Record Date”). Each period from and including a Dividend Payment Date (or the Issue Date) to but excluding the following Dividend Payment Date is herein referred to as a “Dividend Period.”
(c) Dividends payable for any period less than a full quarterly dividend period (based Dividend Period will be computed as simple interest upon the number of days elapsed during the period) shall be computed Liquidation Preference on the basis of a 360-day year consisting of twelve 30-day months.
(b) . If any a scheduled Dividend Payment Date falls on a day that is not a Business Day, the required payment dividend will be made paid on the next succeeding Business Day as if it were paid on the scheduled Dividend Payment Date, and no interest or dividends on such payment other amount will accrue on the dividend so payable for the period from and after that Dividend Payment Date to the date the dividend is paid. No interest or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment money in lieu of dividends upon, any outstanding share of the Series A Preferred Stock with respect to interest will be paid on any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and payment on Series B Preferred Shares paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for later than the payment of such dividends upon, all outstanding shares of Series A Preferred Stockscheduled Dividend Payment Date.
(d) Dividends on the Series E Preferred Shares are not cumulative. If the Board of Directors does not authorize and declare a dividend on the Series E Preferred Shares for a Dividend Period, or if the Board of Directors authorizes and declares less than a full dividend in respect of any Dividend Period, such dividends will not accrue and cumulate from such scheduled Dividend Payment Date and shall not be payable in arrears.
(e) So long as any shares of Series A E Preferred Stock remain Share remains outstanding, (1) no dividends dividend shall be declared and paid or other distributions set aside for payment and no distribution shall be declared and made or set aside for payment on any Junior Securities (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock Securities) and (z2) cash in lieu no shares of fractional shares) may Junior Securities shall be declaredpurchased, made or paid upon, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased redeemed 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 the Corporation Corporation, directly or on behalf indirectly (other than (a) as a result of a reclassification of Junior Securities for or into other Junior Securities or the Corporation exchange or by any conversion of one share of Junior Securities for or into another share of Junior Securities, (b) repurchases in support of the Corporation’s Subsidiariesemployee benefit and compensation programs and (c) through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Securities), unless all accumulated and unpaid unless, in each case, the full dividends for the most recent Dividend Period on all preceding dividend periods outstanding Series E Preferred Shares and Parity Securities have been paid or contemporaneously are declared and paid in full on, or a sum sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is has been set apart aside. Subject to the succeeding sentence, for such so long as any Series E Preferred Shares remain outstanding, no dividends upon, the Series A Preferred Stock and shall be declared or paid or set aside for payment on any Parity Stock Securities for any period unless full dividends on all outstanding Series E Preferred Shares for the then-current Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside for all dividend payment periods ending on or prior to outstanding Series E Preferred Shares. To the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in extent the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any Corporation declares dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A E Preferred Stock Shares and on any Parity StockSecurities but does not make full payment of such declared dividends, dividends may be declared and paid the Corporation shall allocate the dividend payments on a pro rata basis among the holders of the Series A E Preferred Stock Shares and such the holders of any Parity Stock so long as Securities then outstanding. For purposes of calculating the dividends are declared and paid pro rata allocation of partial dividend payments, the Corporation shall allocate those payments so that the respective amounts of dividends declared per share on those payments bear the shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear same ratio to each other the same ratio that accumulated as all declared and unpaid dividends per share (whether or not declared) on the shares of Series A E Preferred Stock Shares and shares of such all Parity Stock Securities bear to each other, in proportion . The Corporation is not obligated to their respective liquidation preferences.
(e) pay Holders of shares of the Series A E Preferred Stock shall not be entitled to Shares any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock dividends on the corresponding Dividend Payment Date; provided, however, Series E Preferred Shares that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, are payable as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) described herein. Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities stock or other propertyotherwise) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any of the Corporation’s securities, including Common Stock, Junior Securities from time to time out of funds any assets legally available for such paymenttherefor, and the Holders Series E Preferred Shares shall not be entitled to participate in any such dividendsdividend.
(f) Payments of cash for dividends will be delivered to the Holder by check or, at any time that Series E Preferred Shares are held by book-entry with DTC or any successor Depositary, through a book-entry transfer through DTC or such successor Depositary.
Appears in 1 contract
Dividends. (a) Subject During the pendency of this Agreement, the Trustees shall be required to make prompt distribution to each Registered Holder of a voting trust certificate of any cash dividend or other cash distribution received by the Trustees from the Company with respect to the rights Shares to which such voting trust certificate applies. If any dividend or other distribution in respect of holders the Shares deposited with the Trustees is paid, in whole or in part, in capital stock of Senior Stockthe Company having general voting powers, Holders the Trustees shall likewise hold, subject to the terms of this Agreement, each certificate received by them on account of such dividend or distribution, and the Registered Holder of each voting trust certificate representing Shares with respect to which such stock dividend or distribution has been paid shall be entitled to receivereceive a separate voting trust certificate with respect to the number of shares and class of stock received as such dividend or distribution; provided that if a voting trust certificate issued with respect to Shares has been pledged and the Trustees have actual notice of such pledge, when, as then the pledgee of such voting trust certificate shall be entitled to receive any new voting trust certificate issued with respect to the number and if declared class of Shares received by the Board out of funds of Trustees as such stock dividend or distribution. A Registered Holder shall be entitled to receive a cash dividend or distribution described above only if such Holder is registered as such in the Corporation legally available for payment, cumulative dividends Trustees' shareholder records at the Dividend Rate, payable in cash, by delivery close of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends business on the Series A Preferred Stock shall be payable quarterly in arrears at record date selected by the Dividend Rate, and shall accumulate on a daily basis from the most recent date as Company to which determine those holders of its capital stock entitled to receive such dividends have been paidor distributions, or, if no dividends the Trustees shall have fixed their own date for the purpose of determining the Registered Holders of voting trust certificates entitled to receive such cash distribution, as shall be their right, then registered as such at the close of business on the date so fixed by the Trustees. With respect to voting trust certificates that have been paidpledged and for which the Trustees have received actual notice, from the Initial Issue Date (whether Trustees will be obligated to provide additional voting trust certificates representing any stock dividends or not (i) in distributions to the pledgee only if the notice has been received by the record date fixed by the Company or the date fixed by the Trustees, as the case may be. If the Trustees fix a separate record date, the same shall be no fewer than three and no more than 30 days preceding the date of payment or other distribution by the Company. If any dividend period or periods any agreements other distribution deposited with the Trustees in respect of the Corporation prohibit the current payment of dividends, (ii) there Shares shall be earnings in a form other than cash or funds Capital Stock having general voting powers, then the Trustees shall promptly distribute the same among the persons identified as Registered Holders of voting trust certificates as of the Corporation legally available for close of business on the payment record date selected by the Trustees to determine the holders of voting trust certificates entitled to receive such dividends or (iii) the Corporation declares the payment of dividends)distribution. Dividends Such distribution shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●]made to such Registered Holders ratably, 2017) giving effect to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during Shares with respect to which each voting trust certificate shall have been issued and to the period) total number of such Shares represented by all outstanding voting trust certificates. If any voting trust certificate shall have been pledged and, at the time of such distribution, the Trustees have actual notice of such pledge, the distribution applicable to such voting trust certificate shall be computed made to the pledgee only if notice of such pledge shall have been received by the Trustees by the close of business on the basis day fixed for taking a record to determine the holders of a 360-day year consisting voting trust certificates entitled to receive such distribution. In lieu of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Dayreceiving cash dividends or distributions made in respect of Shares and paying the same to the Registered Holders of voting trust certificates pursuant to the provisions of this Agreement, the required payment will be made on Trustees may instruct the next succeeding Business Day and no interest Company to make such distributions directly to Registered Holders of voting trust certificates or dividends on such payment will accrue or accumulateto their pledgees, as the case may be, in respect and following receipt of such instructions, the delay.
(c) No Company shall pay such dividends or distributions directly to the designated Registered Holders and/or pledgees. The Trustees may at any time revoke such instructions by notice to the Company directing it to again make all dividend shall be declared payments or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock other distributions with respect to any dividend period unless all accumulated dividends for all preceding dividend periods Shares to the Trustees, but prior to effecting such revocation the Trustees shall have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for no liability with respect to the payment transfer of such dividends upon, all outstanding shares of Series A Preferred Stockor distributions.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Samples: Voting Trust Agreement (Amerivision Communications Inc)
Dividends. (a) Subject to Dividends on the rights Preferred Stock will not be mandatory. Holders of holders of Senior Stock, Holders shall the Preferred Stock will be entitled to receive, when, as as, and if declared by the Board Company’s board of directors or any duly authorized committee of the Company’s board of directors, but only out of funds of the Corporation assets legally available for paymenttherefor, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of all cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or distributions (iiiincluding, but not limited to, regular quarterly dividends) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be declared and paid or made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
shares of Common Stock, at the same time and on the same terms as holders of Class A common stock, in an amount per share of Preferred Stock equal to the product of (cx) No the then-applicable conversion rate then in effect and (y) any per share dividend shall be or distribution, as applicable, declared and paid or paid uponmade in respect of each share of Class A common stock (the “Common Equivalent Dividend Amount”), and (ii) the Board or any sum duly authorized committee thereof may not declare and pay any such cash dividend or make any such cash distribution in respect of cash set apart for Class A common stock unless the payment Board or any duly authorized committee of dividends uponthe Board declares and pays to the holders of Preferred Stock, any outstanding at the same time and on the same terms as holders of Class A common stock, the Common Equivalent Dividend Amount per share of Preferred Stock. Notwithstanding any provision to the Series A Preferred Stock contrary in the Certificate of Designations with respect to dividends, the holders of Preferred Stock shall not be entitled to receive any cash dividend period unless all accumulated dividends or distribution made with respect to the Class A common stock after the issuance of the Preferred Stock where the record date for all preceding determination of holders of Class A common stock entitled to receive such dividend periods have been or distribution occurs prior to the issuance of the Preferred Stock. Each dividend or distribution declared and paid upon, as described hereunder will be payable to holders of record of Preferred Stock as they appear in the records of the Company at the close of business on the same day as the record date for the corresponding dividend or a sufficient sum in cash or number distribution to the holders of shares of Series Class A common stock. Except as set forth in the Certificate of Designations, the Company shall have no obligation to pay, and the holders of Preferred Stock shall have been set apart for no right to receive, dividends at any time, including with respect to dividends with respect to Parity Securities (as defined herein) or any other class or series of authorized preferred stock of the Company. To the extent the Company declares dividends on the Preferred Stock and on any Parity Securities but does not make full payment of such dividends upondeclared dividends, all outstanding the Company will allocate the dividend payments on a pro rata basis among the holders of the shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in and the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 holders of any Parity Stock or Junior Stock) by Securities then outstanding. For purposes of calculating the Corporation or on behalf allocation of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding partial dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends uponpayments, the Series A Company will allocate dividend payments on a pro rata basis among the holders of Preferred Stock and the holders of any Parity Stock for all dividend payment periods ending on or prior to Securities so that the date amount of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid per share on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock Securities shall in all cases bear to each other the same ratio that accumulated and unpaid payable dividends per share (whether or not declared) on the shares of Series A the Preferred Stock and shares of such Parity Stock Securities (but without, in the case of any noncumulative preferred stock, accumulation of dividends for prior dividend periods) bear to each other, . The foregoing right shall not be cumulative and shall not in proportion to their respective liquidation preferences.
(e) any way create any claim or right in favor of holders of Preferred Stock in the event that dividends have not been declared or paid in respect of any prior calendar quarter. No interest or sum of money in lieu of interest will be payable in respect of any dividend payment or payments on Preferred Stock or on such Parity Securities that may be in arrears. Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (whether payable in cash, securities or other property, other than dividends (if any) as may be determined by the Board may be declared and paid payable on Preferred Stock as specified hereunder. Notwithstanding any provision in the Certificate of Designations to the Corporation’s securitiescontrary, including Common Stock, from time to time out holders of funds legally available for such payment, and the Holders Preferred Stock shall not be entitled to participate receive any dividends for any calendar quarter in which the Conversion Date occurs, except to the extent that any such dividendsdividends have been declared by the Company’s board of directors or any duly authorized committee of the Company’s board of directors and the record date for such dividend occurs prior to the Conversion Date. A holder of an AMC Preferred Equity Unit, which is a depositary share in the Preferred Stock, will not be entitled to receive dividends on the Preferred Stock declared by the Company’s board of directors unless such holder is a holder of record of the depositary share as of the close of business on the record date for such dividend.
Appears in 1 contract
Samples: Equity Distribution Agreement
Dividends. (a) Subject to the rights of The holders of Senior Stock, Holders any series of the Class B Voting Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds Directors, preferential dividends at such rates and payable on such dividend payment dates in each year as shall be established for such series, such dividends to be payable to holders of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Class B Voting Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends record on such payment will accrue or accumulate, dates as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declaredfixed by said Board, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all but not more than 70 days before each dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Datedate; provided, however, that shares of Series A dividends shall not be declared or paid on any Class B Voting Preferred Stock surrendered for conversion during any dividend period unless dividends have been or are contemporaneously declared or paid to the period between the Close of Business on any Dividend Record Date and the Close of Business same pro rata extent on the Conversion Date outstanding preferred stock of all series of all classes ranking on a parity with the Class B Voting Preferred Stock as to payment of dividends for all dividend periods terminating on the same or an earlier date. Dividends on each share of any series of the Mandatory Conversion DateClass B Voting Preferred Stock shall accrue and be cumulative, if so provided for in such series, from the date of issue thereof or from such other date as applicablemay be provided for in such series. Whenever dividends payable on the Class B Voting Preferred Stock as provided herein are in arrears, shall only be entitled to the dividends thereafter and until all accrued and unpaid through dividends and distributions, whether or not declared, on shares of Class B Voting Preferred Stock outstanding shall have been paid in full, the Conversion Date or the Mandatory Conversion Date, respectively.Company shall not:
(ga) Subject declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the foregoingClass B Voting Preferred Stock;
(b) declare or pay dividends, such dividends (payable in cashor make any other distributions, securities or other property) as may be determined by the Board may be declared and paid on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Class B Voting Preferred Stock except dividends paid ratably on the Class B Voting Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or
(c) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Class B Voting Preferred Stock provided that the Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation’s securitiesCompany ranking junior (either as to dividends or upon dissolution, including Common liquidation or winding up) to the Class B Voting Preferred Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Samples: Rights Agreement (Aetna Inc)
Dividends. Teladoc does not currently pay dividends on its shares. Under the terms of the merger agreement, during the period before completion of the merger, Teladoc is not permitted to declare, set aside or pay any dividend or other distribution without the prior written approval of Livongo (a) which approval may not be unreasonably withheld, conditioned or delayed). Livongo does not currently pay dividends on its shares. Under the terms of the merger agreement, during the period before completion of the merger, Livongo is not permitted to declare, set aside or pay any dividend or other distribution without the prior written approval of Teladoc (which approval may not be unreasonably withheld, conditioned or delayed), except for the special dividend described below. Prior to the effective time of the merger, Livongo will pay a cash dividend per share of Livongo common stock equal to $7.09, which amount is referred to as the special dividend per share amount and which dividend is referred to as the special dividend, to holders of record of the issued and outstanding shares of Livongo common stock as of a record date immediately prior to the effective time of the merger. Livongo will provide the transfer agent for the Livongo common stock all of the cash necessary to pay the special dividend pursuant to the terms of the merger agreement, which cash will not form part of the exchange fund. After completion of the merger, each former Livongo stockholder who holds shares of Teladoc common stock into which shares of Livongo common stock have been converted in connection with the merger will receive all dividends or other distributions declared and paid on shares of Teladoc common stock with a record date on or after the completion of the merger. Subject to the rights of holders of Senior Stocklimitations set forth in the merger agreement described above, Holders shall be entitled to receive, when, as and if declared any future dividends by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment Teladoc will be made on at the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect discretion of the delay.
(c) No dividend shall Teladoc board of directors. Subject to the limitations set forth in the merger agreement described above, any future dividends by Xxxxxxx will be made at the discretion of the Livongo board of directors. There can be no assurance that any future dividends will be declared or paid uponby Teladoc or Livongo or as to the amount or timing of those dividends, if any. This registration statement on Form S-4, of which this joint proxy statement/prospectus forms a part, and the documents to which Teladoc and Livongo refer you to in this registration statement, as well as oral statements made or any sum of cash set apart for to be made by Teladoc and Livongo, include certain ‘‘forward-looking statements’’ within the payment of dividends uponmeaning of, any outstanding share and subject to the safe harbor created by, Section 27A of the Series A Preferred Stock Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are referred to as the safe harbor provisions with respect to the businesses, strategies and plans of Teladoc and Livongo, their expectations relating to the merger and their future financial condition and performance. Statements included in or incorporated by reference into this registration statement, of which this joint proxy statement/prospectus forms a part, that are not historical facts are forward-looking statements, including statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits and synergies of the potential transaction, projected financial information, future opportunities, and any dividend period unless all accumulated dividends for all preceding dividend periods have been declared other statements regarding Teladoc’s and paid uponLivongo’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or a sufficient sum in cash future events or number of shares of Series A Preferred Stock have been set apart for performance. Teladoc and Livongo use words such as ‘‘anticipates,’’ ‘‘believes,’’ ‘‘plans,’’ ‘‘expects,’’ ‘‘projects,’’ ‘‘future,’’ ‘‘intends,’’ ‘‘may,’’ ‘‘will,’’ ‘‘likely,’’ ‘‘should,’’ ‘‘could,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ ‘‘continue,’’ ‘‘guidance,’’ and similar expressions to identify these forward-looking statements that are intended to be covered by the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as safe harbor provisions. Teladoc and Livongo caution investors that any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock forward-looking statements are subject to risks and (z) cash in lieu of fractional shares) uncertainties that may be declared, made or paid uponcause actual results and future trends to differ materially from those matters expressed in, or set apart for payment uponimplied or projected by, any Parity Stock or Junior Stocksuch forward-looking statements, 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 which speak only as of any Parity Stock or Junior Stock) by the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declarationthis joint proxy statement/prospectus. Investors are cautioned not to place undue reliance on these forward-looking statements. Among the risks and uncertainties that could cause actual results to differ from those described in forward-looking statements are the following: • the stock price for Teladoc common stock and Livongo common stock could change before the completion of the merger, paymentincluding as a result of uncertainty as to the long-term value of the common stock of the combined company following the merger or as a result of broader stock market movements; • the dilution of Teladoc stockholders’ and Livongo stockholders’ ownership percentage of the combined company as a result of the merger; • certain restrictions during the pendency of the proposed merger that may impact the ability of Teladoc and Livongo to pursue certain business opportunities or strategic transactions; • the inability to complete the merger due to the failure, redemptionor unexpected delays, purchase of Livongo stockholders to adopt the merger agreement or acquisition. The foregoing limitation shall of Teladoc stockholders to approve the share issuance or to adopt the charter amendment, or the failure to satisfy other conditions to the completion of the merger; • uncertainties related to the timing of the receipt of required regulatory approvals for the merger (including anticipated tax treatment) and the possibility that Teladoc and Livongo may be required to accept conditions that could reduce or eliminate the anticipated benefits of the merger as a condition to obtaining regulatory approvals or that the required regulatory approvals might not apply to:
(i) conversions into be obtained at all; • the risk that the proposed merger and any announcement relating to the proposed merger could have an adverse effect on the ability of Teladoc and Livongo to retain and hire key personnel or exchanges formaintain relationships with customers, (A) clients, suppliers or strategic partners, or on Teladoc’s or Livongo’s operating results and businesses generally; • risks that the merger and the other transactions contemplated by the merger agreement disrupt current plans and operations that may harm Teladoc’s or Livongo’s businesses; • the occurrence of any change, event, series of events or circumstances that could give rise to the termination of the merger agreement, including a termination of the merger agreement under circumstances that could require Livongo to pay a termination fee to Teladoc or require Teladoc to pay a termination fee to Livongo; • the amount of any costs, fees, expenses, impairments and charges related to the merger; • the outcome of any legal proceedings that may be instituted against Teladoc, Livongo and/or others relating to the merger; • delays in closing, or the failure to close, the merger for any reason could negatively impact Teladoc or Livongo; • difficulties and delays in integrating the businesses of Teladoc and Livongo following completion of the merger or fully realizing the anticipated synergies and other benefits expected from the merger; • risks related to the diversion of the attention and time of Teladoc’s and Xxxxxxx’s respective management teams from ongoing business concerns; • changes in laws and regulations applicable to Teladoc’s and Xxxxxxx’s business model; • the business, economic and political conditions in the case markets in which Teladoc and Livongo operate (including public health crises, such as pandemics and epidemics); • the impact of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, the coronavirus (BCOVID-19) pandemic on the parties’ business and general economic conditions; • uncertainty in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (healthcare regulatory environment; • events beyond Teladoc’s and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or Xxxxxxx’s control; and • other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock and such Parity Stock so long risk factors as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, detailed from time to time out in Teladoc’s and Xxxxxxx’s reports filed with the SEC, including Teladoc’s and Xxxxxxx’s respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed with the SEC, including the risks and uncertainties set forth in or incorporated by reference into this joint proxy statement/prospectus. For further discussion of funds legally available these and other risks, contingencies and uncertainties applicable to Teladoc and Livongo, see the section entitled ‘‘Risk Factors’’ beginning on page 46 and in Teladoc’s and Xxxxxxx’s other filings with the SEC incorporated by reference into this joint proxy statement/prospectus. See also the section entitled ‘‘Where You Can Find More Information’’ beginning on page 218 for such paymentmore information about the SEC filings incorporated by reference into this joint proxy statement/prospectus. All subsequent written or oral forward-looking statements attributable to Teladoc or Livongo or any person acting on its or their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Neither Teladoc nor Livongo is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise, except as may be required by law. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the Holders shall not be entitled to participate in any such dividendsdate hereof.
Appears in 1 contract
Samples: Merger Agreement
Dividends. (a) Subject to the rights of the holders of Senior any series of Preferred Stock, Holders holders of Series A Voting Common Stock and holders of Series B Non-Voting Common Stock shall be entitled to receive, when, receive such dividends and distributions (whether payable in cash or otherwise) as and if may be declared on the Common Shares by the Board from time to time out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings assets or funds of the Corporation legally available for therefor; provided that the Board shall declare no dividend, and no dividend shall be paid, with respect to any outstanding share of Series A Voting Common Stock or Series B Non-Voting Common Stock, whether in cash or otherwise (including any dividend in shares of Series A Voting Common Stock on or with respect to shares of Series A Voting Common Stock or any dividend in shares of Series B Non-Voting Common Stock on or with respect to shares of Series B Non-Voting Common Stock (collectively, “Stock Dividends”)), unless, simultaneously, the same dividend is declared or paid with respect to each share of Series A Voting Common Stock and Series B Non-Voting Common Stock. If a Stock Dividend is declared or paid with respect to one class, then a Stock Dividend shall likewise be declared or paid with respect to the other class and shall consist of shares of such other class in a number that bears the same relationship to the total number of shares of such other class, issued and outstanding immediately prior to the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●]dividend, 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during shares comprising the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Stock Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or the first referenced class bears to the total number of shares of Series A Preferred Stock have been set apart for such first referenced class, issued and outstanding immediately prior to the payment of such dividends upon, all outstanding dividend. Stock Dividends with respect to Series A Voting Common Stock may be paid only with shares of Series A Preferred Voting Common Stock.
(d) So long as any . Stock Dividends with respect to Series B Non-Voting Common Stock may be paid only with shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity B Non-Voting Common Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on in the Series A Preferred Stock and case of any Parity Stockdividend in the form of capital stock of a subsidiary of the Corporation, dividends may be declared and paid on the Series A Preferred Stock and such Parity Stock so long as capital stock of the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the shares subsidiary distributed to holders of Series A Preferred Stock and shares of such Parity Voting Common Stock shall in all cases bear be identical to each other the same ratio capital stock of the subsidiary distributed to holders of Series B Non-Voting Common Stock, except that accumulated and unpaid dividends per share (whether or not declared) on the shares capital stock distributed to holders of Series A Preferred Voting Common Stock may have full or any other voting rights and shares of such Parity Stock bear the capital stock distributed to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares holders of Series A Preferred B Non-Voting Common Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled non-voting to the dividends accrued and unpaid through same extent as the Conversion Date or the Mandatory Conversion Date, respectivelySeries B Non-Voting Common Stock is non-voting.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Samples: Acquisition Agreement (Ashford Inc)
Dividends. (a) Subject to the rights of limitations described below, holders of Senior Stock, Holders shall the Series F Preferred Stock will be entitled to receive, when, as as, and if declared by the Board of Directors out of funds of the Corporation Company legally available for payment, cumulative cash dividends or at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements option of the Corporation prohibit the current payment Board of dividendsDirectors, (ii) there shall be earnings or funds Common Stock of the Corporation legally available for the payment Company, at an annual rate of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be $.80 per share, payable quarterly in arrears on January 10, April 10, July 10 and October 10 of each year (the "Dividend Payment Date"), commencing on July 10, 2000. In the case of any accrued but unpaid dividends, the Company's Board of Directors may make these payments at any time. In the event that any Dividend Payment Date (commencing shall fall on [●]any day other than a business day, 2017) to the Holders as they appear preferred dividends due on such Dividend Payment Date shall be paid on the Corporation’s stock register at the Close of Business on the relevant business day immediately following such Dividend Record Payment Date. Dividends payable will be cumulative from the date of original issuance of the Series F Preferred Stock and dividends will cease to accrue after the Series F Preferred Stock is converted or redeemed as described in Sections 6 and 7 of this Article F. Dividends accrued for any period less than a full quarterly dividend period (based upon between the number date of days elapsed during initial issuance of a share of Series F Preferred Stock through the period) first Dividend Payment Date shall be computed on the basis of a 360-360 day year year, consisting of twelve 30-day months.
(b) If any . Accrued but unpaid dividends shall cumulate as of the Dividend Payment Date falls on a day that is not a Business Daywhich they first become payable, the required payment will but no interest shall accrue on accumulated unpaid preferred dividends. Dividends shall be made payable to holders of record as they appear on the next succeeding Business Day and no interest or dividends stock transfer records of the Company on such record dates, which shall be not more than 60 days nor less than 10 days preceding the payment will accrue or accumulatedates, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum fixed by the Board of cash set apart for Directors. No senior dividend stock may be issued without the payment approval of dividends upon, any outstanding share holders of a majority of the Series A F Preferred Stock. The Series F Preferred Stock with respect will have the priority as to dividends over the Common Stock and all other series or classes of the Company's stock hereafter issued which ranks junior as to dividends to the Series F Preferred Stock ("Junior Dividend Stock"), and no dividend may be made by the Company on any dividend period Junior Dividend Stock unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated accrued and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of on Series A F Preferred Stock for all periods and the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends current period have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be or declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available set aside for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Samples: Exchange Agreement (Universal Beverages Holdings Corp)
Dividends. (a) Subject to the rights of 2.1 The holders of Senior Stock, Holders shares of this Series shall be entitled to receivereceive dividends, whenif, as and if when declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the BoardDirectors, out of funds legally available therefor, payable on such dates as may be set by the Board of Directors for paymentpayment of cash dividends on the Common Stock (each such date being referred to herein as a "Dividend Payment Date"), in cash, in an amount per share equal to the product of (i) the Formula Number in effect as of such Dividend Payment Date multiplied by (ii) the amount of the regularly scheduled cash dividend payment to be paid on their respective shares one share of Series A Preferred Common Stock on the corresponding such Dividend Payment Date; provided, however, that dividends on the shares of this Series A Preferred Stock surrendered for conversion during shall be payable pursuant to this Section 2.1 only to the period between extent that regularly scheduled cash dividends are declared and paid on the Close of Business Common Stock. As used herein, the "Formula Number" shall initially be 1,000, which shall be adjusted from time to time pursuant to Section 2.4 hereof. The dividends payable on any Dividend Record Payment Date and shall be paid to the Close holders of Business record of shares of this Series at the close of business on the Conversion record date for the related regularly scheduled cash dividend on the Common Stock (each such date being referred to herein as a "Record Date"). The amount of dividends that are paid to each holder of record on any Dividend Payment Date shall be rounded to the nearest cent.
2.2 In case the Corporation shall at any time distribute (other than a distribution in liquidation of the Corporation) to the holders of its shares of Common Stock any assets or property, including evidences of indebtedness or securities of the Mandatory Conversion DateCorporation (other than Common Stock subject to a distribution or reclassification covered by Section 2.4 hereof) or of any other Person (including common stock of such Person) or cash (but excluding regularly scheduled cash dividends payable on shares of Common Stock) or in case the Corporation shall at any time distribute (other than a distribution in liquidation of the Corporation) to such holders rights, as applicableoptions or warrants to subscribe for or purchase shares of Common Stock (including shares held in the treasury of the Corporation), shall only or rights, options or warrants to subscribe for or purchase any other security or rights, options or warrants to subscribe for or purchase any assets or property (in each case, whether of the Corporation or otherwise, but other than any distribution of rights to purchase securities of the Corporation if the holder of shares of this Series would otherwise be entitled to receive such rights upon conversion of shares of this Series for Common Stock pursuant to Section 3 hereof; provided, however, that if such rights are subsequently redeemed by the dividends accrued and unpaid through Corporation, such redemption shall be treated for purposes of this Section 2.2 as a cash dividend (but not a regularly scheduled cash dividend) on the Conversion Date Common Stock), the Corporation shall simultaneously distribute such assets, property, securities, rights, options or the Mandatory Conversion Date, respectively.
(g) Subject warrants to the foregoingholders of shares of this Series on the record date fixed for determining the holders of Common Stock entitled to participate in such distribution (or, if no such record date shall be established, the effective time thereof) in an amount per share of this Series equal to the amount that a holder of one share of this Series would have been entitled to receive had such share of this Series been converted into Common Stock immediately prior to such record date (or effective time). In the event of a distribution to holders of shares of this Series pursuant to this Section 2.2, such dividends holders shall be entitled to receive fractional shares or interests only to the extent that holders of Common Stock are entitled to receive the same. The holders of shares of this Series on the applicable record date (or effective time) shall be entitled to receive in lieu of such fractional shares or interests the same consideration as is payable to holders of Common Stock with respect thereto. If there are no fractional shares or interests payable to holders of Common Stock, the holders of shares of this Series on the applicable record date (or effective time) shall receive in cash, securities lieu of such fractional shares or other property) interests the fair value thereof as may be determined by the Board may of Directors.
2.3 In the event that the holders of Common Stock are entitled to make any election with respect to the kind or amount of securities or other property receivable by them in any distribution that is subject to Section 2.2 hereof, the kind and amount of securities or other property that shall be declared and paid distributable to the holders of shares of this Series shall be based on any (i) the election, if any, made by the holder of record (as of the Corporation’s securitiesdate used for determining the holders of Common Stock entitled to make such election) of the largest number of shares of this Series in writing to the Corporation on or prior to the last date on which a holder of Common Stock may make such an election or (ii) if no such election is timely made, including an assumption that such holder failed to exercise any such rights (provided that if the kind or amount of securities or other property is not the same for each nonelecting holder, then the kind and amount of securities or other property receivable by holders of shares of this Series shall be based on the kind or amount of securities or other property receivable by a plurality of the shares held by the nonelecting holders of Common Stock). Concurrently with the mailing to holders of Common Stock of any document pursuant to which such holders may make an election of the type referred to in this Section 2.3, the Corporation shall mail a copy thereof to the holders of record of shares of this Series as of the date used for determining the holders of record of Common Stock entitled to such mailing, which document shall be used by the holders of record of shares of this Series to make such an election.
2.4 The Formula Number shall be adjusted from time to time out as follows, whether or not any shares of funds legally available this Series have been issued by the Corporation, for events occurring on or after [ ]:[F1]
(a) In case the Corporation shall (i) pay a dividend in shares of its Common Stock, (ii) combine its outstanding shares of Common Stock into a smaller number of shares, (iii) subdivide its outstanding shares of Common Stock or (iv) reclassify (other than by way of a merger or consolidation that is subject to Section 3.6 hereof) its shares of Common Stock, then the Formula Number in effect immediately before such event shall be appropriately adjusted so that immediately following such event the holders of shares of this Series shall be entitled to receive upon conversion thereof the kind and amount of shares of Capital Stock of the Corporation which they would have owned or been entitled to receive upon or by reason of such event if such shares of this Series had been converted immediately before the record date (or, if no record date, the effective date) for such paymentevent (it being understood that any distribution of cash or Capital Stock (other than Common Stock) that shall accompany a reclassification of the Common Stock, shall be subject to Section 2.2 hereof rather than this Section 2.4(a)). An adjustment made pursuant to this Section 2.4(a) shall become effective retroactively immediately after the record date in the case of a dividend or distribution and shall become effective retroactively immediately after the Holders effective date in the case of a subdivision, combination or reclassification. For the purposes of this Section 2.4(a), in the event that the holders of Common Stock are entitled to make any election with respect to the kind or amount of securities receivable by them in any transaction that is subject to this Section 2.4(a) (including any election that would result in all or a portion of the transaction becoming subject to Section 2.2 hereof), the kind and amount of securities that shall be distributable to the holders of shares of this Series shall be based on (i) the election, if any, made by the holder of record (as of the date used for determining the holders of Common Stock entitled to make such election) of the largest number of shares of this Series in writing to the Corporation on or prior [F1] Insert the date of filing of the Certificate or the relevant effective time. to the last date on which a holder of Common Stock may make such an election or (ii) if no such election is timely made, an assumption that such holder failed to exercise any such rights (provided that if the kind or amount of securities is not the same for each nonelecting holder, then the kind and amount of securities receivable shall be based on the kind or amount of securities receivable by a plurality of nonelecting holders of Common Stock). Concurrently with the mailing to holders of Common Stock of any document pursuant to which such holders may make an election of the type referred to in this Section 2.4(a), the Corporation shall mail a copy thereof to the holders of record of shares of this Series as of the date used for determining the holders of record of Common Stock entitled to such mailing, which document shall be used by the holders of record of shares of this Series to make such an election.
(b) The Corporation shall be entitled to make such additional adjustments in the Formula Number, in addition to those required by Section 2.4(a) hereof as shall be necessary in order that any dividend or distribution in Common Stock or any subdivision, reclassification or combination of shares of Common Stock referred to above, shall not be entitled taxable to participate the holders of Common Stock for United States Federal income tax purposes, so long as such additional adjustments pursuant to this Section 2.4(b) do not decrease the Formula Number.
(c) All calculations under this Section 2 and Section 3 hereof shall be made to the nearest cent, one-hundredth of a share or, in the case of the Formula Number, one hundred-thousandth. Notwithstanding any other provision of this Section 2.4, the Corporation shall not be required to make any adjustment of the Formula Number unless such dividendsadjustment would require an increase or decrease of at least one percent (1%) of the Formula Number. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment that, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least one percent (1%) of the Formula Number. Any adjustments under this Section 2.4 shall be made successively whenever an event requiring such an adjustment occurs.
(d) Promptly after an adjustment in the Formula Number is required, the Corporation shall provide written notice to each of the holders of shares of this Series, which notice shall state the adjusted Formula Number.
(e) If a distribution is made in accordance with the provisions of Section 2.2 hereof, anything in this Section 2.4 to the contrary notwithstanding, no adjustment pursuant to this Section 2.4 shall be effected by reason of the distribution of such assets, property, securities, rights, options or warrants or the subsequent modification, exercise, expiration or termination of such securities, rights, options or warrants.
Appears in 1 contract
Samples: LMC Agreement (Time Warner Inc)
Dividends. (a) Subject to the rights of The holders of Senior Stock, Holders shares of Class A Common Stock shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the BoardDirectors, out of funds legally available for paymentthe payment of dividends, dividends at the dividend payment quarterly rate of at least $0.20 per share (as such number may be appropriately adjusted for such events as stock splits, stock dividends, combinations, recapitalizations or other similar transactions) payable by the Corporation in cash until such time as the total aggregate amount of dividends paid to the holders of Class A Common Stock shall equal $2.40 (as such number may be appropriately adjusted for such events as stock splits, stock dividends, combinations, recapitalizations or other similar transactions). Any dividends declared pursuant to this Section 6.9 shall be payable on their respective a pro rata basis with respect to shares of Series Class A Preferred Common Stock by the Corporation in arrears on the corresponding last day of each fiscal quarter (each, a “Dividend Payment Date; provided, however, that ”). Each such dividend shall be payable to holders of record of shares of Series Class A Preferred Common Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business as they appear on the Conversion Date or stock records of the Mandatory Conversion Corporation at the close of business on the record date for each Dividend Payment Date. Upon the declaration of any such dividend, the Board of Directors shall fix as applicable, shall only be entitled to such record date the dividends accrued and unpaid through fifteenth (15th) day preceding the Conversion Date or the Mandatory Conversion relevant Dividend Payment Date, respectively.
(gb) Subject to the foregoingpreferential dividend rights, if any, applicable to shares of Preferred Stock and the preferential dividend rights of the Class A Common Stock described in this Section 6.9(b), the holders of shares of Common Stock shall be entitled to receive only such dividends (payable in cash, securities or other property) as may be determined declared by the Board of Directors. Until such time as the holders of Class A Common Stock have been paid an aggregate of $2.40 (as such number may be declared and paid appropriately adjusted for such events as stock splits, stock dividends, combinations, recapitalizations or other similar transactions) per share in dividends, the Board of Directors of the Corporation may not declare any dividends on any other shares of Common Stock of the Corporation’s securities, including . If the Corporation in any manner subdivides or combines the outstanding shares of Class B Common Stock, from time to time out the outstanding shares of funds legally available for such paymentClass A Common Stock shall be proportionately subdivided or combined, and as the Holders shall not be entitled to participate case may be. Similarly, if the Corporation in any such dividendsmanner subdivides or combines the outstanding shares of Class A Common Stock, the outstanding shares of Class B Common Stock shall be proportionately subdivided or combined, as the case may be.
Appears in 1 contract
Samples: Stock Purchase Agreement (Inter-Atlantic Financial, Inc.)
Dividends. (a) Subject to the rights of The holders of Senior Series A Preferred Stock, Holders Series B Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for paymentthat purpose, cumulative dividends at the Dividend Raterate of five percent (5%) of the Subscription Price applicable to such Preferred Stock (i.e., payable in cashthe Series A Subscription Price, by delivery of shares the Series B Subscription Price, the Applicable Series D Subscription Price, the Series E Subscription Price or the Series F Subscription Price, as the case may be) per annum, and no more. The holders of Series A C Preferred Stock or through any combination of cash and shares of Series A G Preferred Stock shall be entitled to receive, out of funds legally available for that purpose, dividends at the Corporation’s sole electionrate of three percent (3%) of the Series C Subscription Price or the Applicable Series G Subscription Price, as provided pursuant to Section 4the case may be, per annum, and no more. Dividends on The entitlement of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock, the Series E Preferred Stock, the Series F Preferred Stock and the Series G Preferred Stock to such dividends shall be pro rata and on a parity. Such dividends shall be cumulative (cumulating from the date of issuance of such shares of Preferred Stock on a day-to-day basis on the basis of a 360-day year), shall be compounded annually and shall be payable quarterly in arrears at upon the occurrence of a Liquidation Event (as defined in Section 3 of Part Two of this Article Fourth (such date being herein referred to as the “Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividendsPayment Date”). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) paid to the Holders holders of record of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, the Series F Preferred Stock and the Series G Preferred Stock as they their names appear on the Corporation’s stock share register at of the Close of Business Corporation on the relevant corresponding record date for the distribution.
(b) If, on any Dividend Record Payment Date, the holders of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, the Series F Preferred Stock and the Series G Preferred Stock shall not have received the full dividends provided for in the other provisions of this Section 2, then such dividends shall cumulate, whether or not earned or declared, with additional dividends thereon until such dividends shall be paid. Dividends payable for any period less than Unpaid dividends shall cumulate on a full quarterly dividend period (based upon the number of days elapsed during the period) day-to-day basis and shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delayyear.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Preferred Stock shall be outstanding, without the written consent of the holders of not less than a majority of the shares of Series A Preferred Stock, Series C Preferred Stock, Series E Preferred Stock remain and Series F Preferred Stock then outstanding, no dividends or other distributions (other voting together as a single class, and the written consent of the holders of not less than (x) in a majority of the case shares of Parity Series B Preferred Stock, Series D Preferred Stock and Series F Preferred Stock then outstanding, voting together as a single class, neither the Corporation nor any Subsidiary or affiliate of the Corporation shall: (i) declare or pay on any Junior Stock any dividend whatsoever, whether in cash, property or otherwise; or (ii) except as set forth in Section 3 of Part Two of this Article Fourth, make any distribution payable solely in shares of Parity Stock or on any Junior Stock, (y) in the case of or purchase or redeem any Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made pay or paid upon, or set apart for payment upon, make available 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 monies for a sinking fund for the purchase or redemption of any Parity Stock or Junior Stock) by the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Samples: Investment and Recapitalization Agreement (O'Gara Group, Inc.)
Dividends. (a) Subject If the Company shall after the date of issuance of this Warrant issue or distribute to the rights of all or substantially all holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Common Stock evidences of indebtedness, any other securities of the Company or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole electionproperty, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rateassets or cash, and shall accumulate on if such issuance or distribution does not constitute a daily basis from the most recent date as to which dividends have been paidCommon Stock Reorganization or a Common Stock Distribution (any such nonexcluded event being herein called a "Dividend"), or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Common Stock have been set apart subject to purchase upon exercise of this Warrant shall be increased (but not decreased), effective immediately after the record date at which the holders of shares of Common Stock are determined for the payment purposes of such dividends uponDividend, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in to a number determined by multiplying the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Common Stock for the payment thereof is set apart for subject to purchase immediately before such dividends uponDividend by a fraction, the Series A Preferred numerator of which shall be the Fair Market Value per share of outstanding Common Stock on such record date and any Parity the denominator of which shall be the Fair Market Value per share of outstanding Common Stock for all dividend payment periods ending of the Company on such record date less the then Fair Market Value of the evidences of indebtedness, securities, cash, or prior property or other assets issued or distributed 15 -15- in such Dividend with respect to one share of Common Stock, and (ii) the Exercise Price shall be decreased (but not increased) to a price determined by multiplying the Exercise Price then in effect by a fraction, the numerator of which shall be the number of shares of Common Stock subject to purchase upon exercise of this Warrant immediately before such Dividend and the denominator of which shall be the number of shares of Common Stock subject to purchase upon exercise of this Warrant immediately after such Dividend. If after the date of issuance of this Warrant the Company repurchases shares of Common Stock for a per share consideration which exceeds the Fair Market Value (as calculated immediately prior to such declarationrepurchase), paymentthen the number of shares of Common Stock purchasable upon exercise of this Warrant and the Exercise Price shall be adjusted in accordance with the foregoing provisions, redemptionas if, purchase or acquisition. The foregoing limitation shall not apply to:
in lieu of such repurchases, the Company had (iI) conversions into or exchanges fordistributed a Dividend having a Fair Market Value equal to the Fair Market Value of all property and cash expended in the repurchases, and (II) effected a reverse split of the Common Stock in the proportion required to reduce the number of shares of Common Stock outstanding from (A) in the case number of Parity Stock, such shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, outstanding immediately before such first repurchase to (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions number of such Parity Stock or Junior Stock or shares outstanding immediately following all the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferencesrepurchases.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Dividends. (a) Subject to the rights of holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of the Series A C Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in if the case of Parity Stock, a Company declares any dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities (including rights, warrants, options or evidences of indebtedness) or properties or assets other property) as may than shares of Common Stock to be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds any assets legally available for such paymentpayment (to the extent dividends or distributions consist of shares of Common Stock an adjustment will be made pursuant to Section 7(a) hereof), then the Company shall simultaneously declare a dividend or distribution on shares of Series C Preferred Stock in the amount of dividends or distributions that would be made with respect to shares of Series C Preferred Stock if such shares were converted into shares of Common Stock on the record date for such dividend or distribution (regardless of whether or not actual conversion at such time would be permissible under Section 5 hereof). No dividend or distribution shall be payable to holders of shares of Common Stock unless the full dividends or distributions contemplated by this Section are paid at the same time in respect of the Series C Preferred Stock.
(b) Each dividend or distribution shall be payable to holders of the Series C Preferred Stock as they appear in the records of the Company at the close of business on the same record date as the record date for the payment of the corresponding dividend or distribution to the holders of shares of Common Stock.
(c) Dividends on the Series C Preferred Stock are non-cumulative. If the Company does not declare a dividend on the Common Stock or the Series C Preferred Stock in respect of any period, the holders of the Series C Preferred Stock shall have no right to receive any dividend for such dividend period, and the Holders Company shall have no obligation to pay a dividend for such dividend period, whether or not dividends are declared and paid for any future dividend period with respect to the Series C Preferred Stock or the Common Stock or any other series of the Company’s preferred stock.
(d) If the Conversion Date (as defined below) with respect to any of the shares of Series C Preferred Stock occurs prior to the record date for the payment of any dividend or distribution on the Common Stock, the holder of such shares of Series C Preferred Stock to be converted shall not be entitled have the right to participate in receive any corresponding dividends or distributions on the Series C Preferred Stock. If the Conversion Date with respect to the shares of Series C Preferred Stock occurs after the record date for any declared dividend or distribution and prior to the payment date for that dividend or distribution, the holder thereof shall receive that dividend or distribution on the relevant payment date if such dividendsholder of Common Stock was the holder of record of shares of Series C Preferred Stock on the record date for that dividend or distribution.
Appears in 1 contract
Samples: Investment Agreement (Hartford Financial Services Group Inc/De)
Dividends. (a) Subject All Dividends are prior to the rights of holders of Senior Stock, Holders and in preference over any dividend on any Junior Stock or Parity Stock and shall be entitled to receivedeclared and fully paid before any dividends are declared and paid, whenor any other distributions are made, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred on any Junior Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends)Parity Stock. Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at records of the Close of Business Company on the relevant record date for such Dividends, which, to the extent the Board of Directors determines to declare Dividends in respect of any Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) Period, shall be computed the date that is 10 Business Days prior to the applicable Dividend Payment Date, and which record date and Dividend Payment Date, to the extent so determined, shall be declared by the Board of Directors during each Dividend Period on the basis of a 360-day year consisting of twelve 30-day monthsdate that is at least 15 Business Days prior to the Dividend Payment Date and five Business Days prior to the record date.
(b) If any From and after the Initial Issue Date, preferential cumulative dividends (“Dividends”) shall accrue on the total number of shares of Series B Preferred Stock held by a Holder on an annual basis and in arrears as 8.0% of the Liquidation Preference (the “Dividend Rate”). Dividends will be due and payable annually in arrears as payment in kind on each Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delayDate.
(c) No dividend shall The Holders of Series B Preferred Stock will be declared or paid upon, or any sum entitled to receive all dividends and other distributions of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long other property as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Common Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, Directors from time to time out of assets or funds of the Company legally available for therefor, as if all shares of the Series B Preferred Stock held by such payment, and Holder had been converted into the Holders shall not be entitled applicable number of shares of Common Stock pursuant to participate in Section 6 on the day any such dividendsdividend was declared.
Appears in 1 contract
Dividends. (a) Subject to Commencing on the rights of holders of Senior StockIssue Date, Holders of shares of outstanding Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Corporation legally available for paymenttherefor, cumulative noncumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Raterate per annum of 15% per share on the Liquidation Amount (equivalent to $150.00 per annum per share), and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears semi-annually on each Dividend Payment Date (commencing beginning on [●]the Dividend Payment Commencement Date until the Conversion Date. If, 2017as provided in Section 5(a) to below, any outstanding shares of Series B Preferred Stock are not converted on the Holders Conversion Date, each such share of Series B Preferred Stock, while outstanding, shall, upon and following the Conversion Date bear noncumulative dividends payable, when, as they appear on and if declared by the Corporation’s stock register board of directors, at the Close same date and in amounts equal to the number of shares of Common Stock into which each share of Series B Preferred Stock is then convertible, multiplied by the dividend declared and payable per share of Common Stock. Dividends will be payable on a Dividend Payment Date to Holders that are Record Holders of the applicable Record Date with respect to such Dividend Payment Date, but only to the extent a dividend has been declared to be payable on such Dividend Payment Date. If any Dividend Payment Date is not a Business Day, the dividend payable on such date shall be paid on the relevant Dividend Record Datenext Business Day without adjustment and without interest. Accumulations of dividends on shares of Series B Preferred Stock shall not bear interest. Dividends payable for any period less other than a full quarterly dividend period Dividend Period (based upon on the number of actual days elapsed during the period) shall be computed on the basis of days elapsed over a 360-day year consisting of twelve 30-day months.
(b) If any Dividends on the Series B Preferred Stock are not cumulative. To the extent that the Board of Directors does not declare and pay dividends on the Series B Preferred Stock for a Dividend Period prior to the related Dividend Payment Date, in full or otherwise, such unpaid dividend shall not accrue and shall cease to be payable. The Corporation shall have no obligation to pay dividends for such Dividend Period after the Dividend Payment Date falls on a day that is for such Dividend Period or to pay interest (or any other sum of money in lieu of interest) with respect to such dividends, whether or not a Business Day, the required payment will be made Corporation declares dividends on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delaySeries B Preferred Stock for any subsequent Dividend Period.
(c) No Prior to the Conversion, no dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Junior Stock.
(d) So long as any shares share of Series A B Preferred Stock remain remains outstanding, no dividends dividend or distribution shall be declared or paid on the Common Stock or any other distributions shares of Junior Stock (other than (xdividends payable solely in shares of Common Stock) or Parity Stock, subject to this Section 4(d) in the case of Parity Stock, a dividend and no Common Stock, Junior Stock or distribution payable solely in shares of Parity Stock shall be, directly or Junior Stockindirectly, (y) in the case of Junior Stockpurchased, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased redeemed 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 the Corporation or any of its subsidiaries unless all dividends on behalf all outstanding shares of the Corporation or by Series B Preferred Stock for any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods Dividend Period have been or contemporaneously are declared and paid in full on, (or have been declared and a sum sufficient sum for the payment thereof has been set aside for the benefit of cash or number the Holders of shares of Series A B Preferred Stock for on the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisitionapplicable Record Date). The foregoing limitation shall not apply to:
to (i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights or Junior Stock in connection with a stockholdersshareholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholdersshareholders’ rights plan; or(ii) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than for the beneficial ownership by the Corporation or any of its subsidiaries), including as trustees or custodians; and (iii) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Issue Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock.
(ve) When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the deemed purchase or acquisition benefit of fractional interests the Holders thereof on the applicable Record Date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon shares of Series B Preferred Stock and any shares of Parity Stock, all dividends declared on shares of Series B Preferred Stock or Junior Stock pursuant to the conversion or exchange provisions of and all such Parity Stock or Junior and payable on such Dividend Payment Date (or, in the case of Parity Stock or having dividend payment dates different from the security being converted or exchanged. Notwithstanding Dividend Payment Dates, on a dividend payment date falling within the foregoing, if Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as full dividends have payable on the Series B Preferred Stock for such Dividend Period and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors determines not been paid to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide written notice to the Holders of shares of Series B Preferred Stock prior to such Dividend Payment Date.
(f) Notwithstanding anything contained in the immediately preceding paragraph, if, at any Dividend Payment Date, the Corporation is prohibited by applicable governmental or regulatory authority from paying dividends on the Series B Preferred Stock, but is permitted to pay dividends on the Corporation’s outstanding Series A Preferred Stock, the Corporation may pay dividends on shares of the Series A Preferred Stock and without giving pro rata effect to accrued dividends with respect to the Series B Preferred Stock.
(g) If the Conversion Date with respect to any Parity Stockshare of Series B Preferred Stock is on or prior to the Dividend Payment Commencement Date, the Holder of such share of Series B Preferred Stock will not have any right to receive any dividends may be declared and paid on the Series A B Preferred Stock and with respect to such Parity Stock so long as the Dividend Period, whether upon Conversion or otherwise.
(h) All dividends are declared and paid pro rata so that the amounts of dividends declared per share on the shares of Series A B Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (Stock, whether or not declared) for a current Dividend Period or any prior Dividend Period, paid on the shares of Series A B Preferred Stock and shall be made in cash. No fractional shares of such Parity Common Stock bear shall be delivered to each other, Holders in proportion to their respective liquidation preferencespayment or partial payment of a dividend.
(ei) Holders Prior to the close of business on the Conversion Date, shares of Common Stock issuable upon the Mandatory Conversion thereof, or other securities issuable upon conversion of, such share of Series A B Preferred Stock shall not be entitled to deemed outstanding for any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such paymentpurpose, and the Holders Holder thereof shall not be entitled have no rights with respect to participate in any the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock) by virtue of holding such dividendsshare of Series B Preferred Stock.
Appears in 1 contract
Samples: Investment Agreement (Seacoast Banking Corp of Florida)
Dividends. (a) Subject to the rights of The holders of Senior Stock, Holders shares of the Series D Preferred Stock shall be entitled to receive, when, as when and if declared by the Board of Directors out of funds of the Corporation legally available for paymenttherefor, cumulative dividends at in an amount per share of Series D Preferred Stock equal to the Dividend Rate, dividends payable in cash, by delivery on the number of shares of Common Stock into which one share of Series A D Preferred Stock or through any combination is then convertible, determined as of cash and the date fixed for determining holders of shares of Series A Preferred Common Stock at the Corporation’s sole election, as provided pursuant entitled to Section 4receive such dividends. Dividends on the Series A Preferred Stock Each such dividend shall be payable quarterly in arrears at to the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements holders of record of shares of the Corporation prohibit the current payment of dividendsSeries D Preferred Stock, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register records of the Corporation at the Close close of Business business on such record dates, not more than 60 days preceding the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) payment dates thereof, as shall be computed on fixed by the basis Board of a 360-day year consisting of twelve 30-day monthsDirectors.
(b) If any Dividend Payment Date falls Except as provided in Section 5(a), holders of shares of Series D Preferred Stock called for redemption on a day that is redemption date between a dividend payment record date and the dividend payment date shall not a Business Day, be entitled to receive the required payment will be made on the next succeeding Business Day and no interest or dividends dividend payable on such dividend payment will accrue or accumulate, as the case may be, in respect of the delaydate.
(c) No dividend So long as any shares of the Series D Preferred Stock are outstanding, no dividends shall be declared or paid upon, or any sum of cash set apart for the payment on any class or series of dividends upon, any outstanding share stock of the Corporation ranking, as to dividends, junior to or on a parity with the Series A D Preferred Stock with respect to Stock, for any dividend period period, unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred on the Common Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for such payment on the payment Series D Preferred Stock in accordance with paragraph (a) of such dividends upon, all outstanding shares of Series A Preferred Stockthis Section (3).
(d) So long as any shares of the Series A D Preferred Stock remain are outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 ranking junior to or made available for on a sinking fund for parity with the redemption of any Parity Series D Preferred Stock shall be redeemed or Junior Stock) purchased by the Corporation or on behalf any Subsidiary, except in accordance with Section (5) hereof and the corresponding sections of the Corporation or by any Certificates of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends Designations for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A B Preferred Stock and any Parity the Series C Preferred Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close provisions of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any Certificate of Incorporation of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Dividends. (a) Subject to the rights of 2.1 The holders of Senior Stock, Holders shares of this Series shall be entitled to receivereceive dividends, whenif, as and if when declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the BoardDirectors, out of funds legally available therefor, payable on such dates as may be set by the Board of Directors for paymentpayment of cash dividends on the Common Stock (each such date being referred to herein as a "Dividend Payment Date"), in cash, in an amount per share equal to the product of (i) the Formula Number in effect as of such Dividend Payment Date multiplied by (ii) the amount of the regularly scheduled cash dividend payment to be paid on their respective shares one share of Series A Preferred common Stock on the corresponding such Dividend Payment Date; provided, however, that dividends on the shares of this Series A Preferred Stock surrendered for conversion during shall be payable pursuant to this Section 2.1 only to the period between extent that regularly scheduled cash dividends are declared and paid on the Close of Business Common Stock. As used herein, the "Formula Number" shall initially be 1.0000, which shall be adjusted from time to time pursuant to Section 2.4. The dividends payable on any Dividend Record Payment Date and shall be paid to the Close holders of Business record of shares of this Series at the close of business on the Conversion record date for the related regularly scheduled cash dividend on the Common Stock (each such date being referred to herein as a "Record Date"). The amount of dividends that are paid to each holder of record on any Dividend Payment Date shall be rounded to the nearest cent.
2.2 In case the Corporation shall at any time distribute (other than a distribution in liquidation of the Corporation and other than a distribution as a result of which an adjustment to the Formula Number is made pursuant to Section 2.4) to the holders of its shares of Common Stock any assets or property, including evidences of indebtedness or securities of the Mandatory Conversion DateCorporation or of any other Person (including common stock of such Person) or cash (but excluding regularly scheduled cash dividends payable on shares of Common Stock), as applicableor in case the Corporation shall at any time distribute (other than a distribution in liquidation of the Corporation) to such holders rights, shall only options or warrants to subscribe for or purchase shares of Common Stock (including shares held in the treasury of the Corporation), or rights, options or warrants to subscribe for or purchase any other security or rights, options or warrants to subscribe for or purchase any assets or property (in each case, whether of the Corporation or otherwise, but other than any distribution of rights to purchase securities of the Corporation if the holder of shares of this Series would otherwise be entitled to receive such rights upon conversion of shares of this Series for Common Stock pursuant to Section 3, provided, however, that if such rights are subsequently redeemed by the dividends accrued and unpaid through Corporation, such redemption shall be treated for purposes of this Section 2.2 as a cash dividend (but not a regularly scheduled cash dividend) on the Conversion Date Common Stock), the Corporation shall simultaneously distribute such assets, property, securities, rights, options or the Mandatory Conversion Date, respectively.
(g) Subject warrants to the foregoingholders of shares of this Series on the record date fixed for determining the holders of Common Stock entitled to participate in such distribution (or, if no such record date shall be established, the effective time thereof) in an amount per share of this Series equal to the amount that a holder of one share of this Series would have been entitled to receive had such share of this Series been converted into Common Stock immediately prior to such record date (or effective time). In the event of a distribution to holders of shares of this Series pursuant to this Section 2.2, such dividends holders shall be entitled to receive fractional shares or interests only to the extent that holders of Common Stock are entitled to receive the same. The holders of shares of this Series on the applicable record date (or effective time) shall be entitled to receive in lieu of such fractional shares or interests the same consideration as is payable to holders of Common Stock with respect thereto. If there are no fractional shares or interests payable to holders of Common Stock, the holders of shares of this Series on the applicable record date (or effective time) shall receive in cash, securities lieu of such fractional shares or other property) interests the fair value thereof as may be determined by the Board may of Directors.
2.3 In the event that the holders of Common Stock are entitled to make any election with respect to the kind or amount of securities or other property receivable by them in any distribution that is subject to Section 2.2, the kind and amount of securities or other property that shall be declared and paid distributable to the holders of shares of this Series shall be based on any (i) the election, if any, made by the holder of record (as of the Corporation’s securitiesdate used for determining the holders of Common Stock entitled to make such election) of the largest number of shares of this Series in writing to the Corporation on or prior to the last date on which a holder of Common Stock may make such an election or (ii) if no such election is timely made, including an assumption that such holder failed to exercise any such rights (provided that if the kind or amount of securities or other property is not the same for each nonelecting holder, then the kind and amount of securities or other property receivable by holders of shares of this Series shall be based on the kind or amount of securities or other property receivable by a plurality of the shares held by the nonelecting holders of Common Stock). Concurrently with the mailing to holders of Common Stock of any document pursuant to which such holders may make an election of the type referred to in this Section 2.3, the Corporation shall mail a copy thereof to the holders of record of shares of this Series as of the date used for determining the holders of record of Common Stock entitled to such mailing, which document shall be used by the holders of record of shares of this Series to make such an election.
2.4 The Formula Number shall be adjusted from time to time out as follows, whether or not any shares of funds legally available this Series have been issued by the Corporation, for events occurring on or after [ ]: (F1)
(a) In case the Corporation shall (i) pay a dividend in shares of its Common Stock, (ii) combine its outstanding shares of Common Stock into a smaller number of shares, (iii) subdivide its outstanding shares of Common Stock or (iv) reclassify (other than by way of a merger or consolidation that is subject to Section 3.6) its shares of Common Stock, then the Formula Number in effect immediately before such event shall be appropriately adjusted so that immediately following such event the holders of shares of this Series shall be entitled to receive upon conversion thereof the kind and amount of shares of Capital Stock of the Corporation which they would have owned or been entitled to receive upon or by reason of such event if such shares of this Series had been converted immediately before the record date (or, if no record date, the effective date) for such paymentevent (it being understood that any distribution of cash or Capital Stock (other than Common Stock) that shall accompany a reclassification of the Common Stock, shall be subject to Section 2.2 rather than this Section 2.4(a)). An adjustment made pursuant to this Section 2.4(a) shall become effective retroactively immediately after the record date in the case of a dividend or distribution and shall become effective retroactively immediately after the Holders effective date in the case of a subdivision, combination or reclassification. For the purposes of this Section 2.4(a), in the event that the holders of Common Stock are entitled to make any election with respect to the kind or amount of securities receivable by them in any transaction that is subject to this Section 2.4(a) (including any election that would result in all or a portion of the transaction becoming subject to Section 2.2), the kind and amount of securities that shall be distributable to the holders --------------------------- (F1) Insert the date of filing of the Certificate or, if earlier, the date of filing of the certificate for the Series LMCN-V Common Stock. of shares of this Series shall be based on (i) the election, if any, made by the holder of record (as of the date used for determining the holders of Common Stock entitled to make such election) of the largest number of shares of this Series in writing to the Corporation on or prior to the last date on which a holder of Common Stock may make such an election or (ii) if no such election is timely made, an assumption that such holder failed to exercise any such rights (provided that if the kind or amount of securities is not the same for each nonelecting holder, then the kind and amount of securities receivable shall be based on the kind or amount of securities receivable by a plurality of nonelecting holders of Common Stock). Concurrently with the mailing to holders of Common Stock of any document pursuant to which such holders may make an election of the type referred to in this Section 2.4(a), the Corporation shall mail a copy thereof to the holders of record of shares of this Series as of the date used for determining the holders of record of Common Stock entitled to such mailing, which document shall be used by the holders of record of shares of this Series to make such an election.
(b) The Corporation shall be entitled to make such additional adjustments in the Formula Number, in addition to those required by Section 2.4(a) as shall be necessary in order that any dividend or distribution in Common Stock or any subdivision, reclassification or combination of shares of Common Stock referred to above, shall not be entitled taxable to participate the holders of Common Stock for United States Federal income tax purposes, so long as such additional adjustments pursuant to this Section 2.4(b) do not decrease the Formula Number.
(c) All calculations under this Section 2 and Section 3 shall be made to the nearest cent, one-hundredth of a share or, in the case of the Formula Number, one hundred-thousandth. Notwithstanding any other provision of this Section 2.4, the Corporation shall not be required to make any adjustment of the Formula Number unless such dividendsadjustment would require an increase or decrease of at least one percent (1%) of the Formula Number. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment that, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least one percent (1%) of the Formula Number. Any adjustments under this Section 2.4 shall be made successively whenever an event requiring such an adjustment occurs.
(d) Promptly after an adjustment in the Formula Number is required, the Corporation shall provide written notice to each of the holders of shares of this Series, which notice shall state the adjusted Formula Number.
(e) If a distribution is made in accordance with the provisions of Section 2.2, anything in this Section 2.4 to the contrary notwithstanding, no adjustment pursuant to this Section 2.4 shall be effected by reason of the distribution of such assets, property, securities, rights, options or warrants or the subsequent modification, exercise, expiration or termination of such securities, rights, options or warrants.
Appears in 1 contract
Samples: LMC Agreement (Time Warner Inc)
Dividends. (a) Subject to the rights of The holders of Senior Stockrecord of shares of Series A, Holders Preferred Stock shall be entitled entiled to receivereceive regular cash dividends, when, when and as and if declared by the Board out of funds Directors, at the annual rate of $85 per share, all of which dividends shall be cumulative and shall be deemed to accrue from and after the date of the Corporation issuance of such shares, whether or not earned or declared and whether or not there be funds legally available for paymenttherefor; provided, cumulative however, that upon the occurrence of a Corporate Transaction (as defined in Section 4(b) below), the right to such dividends at shall terminate and cease to accrue as of the Dividend Rate, date of original issue. All dividends shall be payable in cash upon the earlier to occur of a Liquidation (as defined in Section 4(a) below) or a Corporate Transaction, except that in lieu of cash, by delivery of such dividends shall be payable in shares of Series A Preferred Stock or through any combination Stock, the number of cash and shares being determined pursuant to subparagraph (c) hereof , if agreed to by holders of at least a majority in interest of the Series A Preferred Stock at then outstanding. Any written instructions or determination delivered to the Corporation’s sole electionCorporation and purporting to be the agreement of the holders of such requisite percentage of the Series A Preferred Stock outstanding shall be final, conclusive and binding upon the holders of all of the Series A Preferred Stock outstanding shall be final, conclusive and binding upon the holders of all of the Series A Preferred Stock. If the Corporation does not receive written direction as provided pursuant to Section 4. Dividends on whether such holders desire to receive Series A Preferred Stock or cash for any dividend by the date such dividend shall be payable, Series A Preferred Stock shall be payable quarterly in arrears issued.
(b) If, for any dividend accrual period, dividends at the Dividend Raterate hereinabove specified are not declared and paid or set aside for payment, the amount of accrued but unpaid dividends shall accumulate, and shall accumulate on a daily basis from be added to the most recent date as to which dividends have been paid, or, if no dividends have been paid, from payable for subsequent dividend accrual periods. If the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) are insufficient to pay in full the Corporation declares the payment of dividends). Dividends shall be dividends payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any , the total available funds may be paid in partial dividends to the holders of the outstanding shares of Series A Preferred Stock remain outstanding, no ratably in proportion to the full dividends to which they are entitled. No dividend or distribution in cash or other distributions property (other than (x) in the case of Parity Stock, a stock dividend or distribution payable solely in shares of Parity Stock or Junior Common Stock, (y) in on any other class of stock of the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may Corporation shall be declared, made declared or paid upon, or set apart for payment upon, any Parity unless dividends on the Series A Preferred Stock or Junior Stock, nor may any Parity Stock or Junior Stock have been paid in full and then only if the Corporation shall not be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption in default in respect of any Parity Stock redemption or Junior Stock) by the Corporation purchase obligation pursuant to this resolution. Any reference to "distributions" in this paragraph 3 shall not be deemed to include any distribution made in connection with any liquidation, dissolution or on behalf of the Corporation or by any winding-up of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been whether voluntary or contemporaneously are declared and paid involuntary. Dividends shall cease to accumulate in full on, or a sufficient sum of cash or number respect of shares of Series A Preferred Stock for on the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or day prior to their redemption unless the Corporation shall have failed to pay the relevant redemption price on the date of such declaration, payment, fixed for redemption, purchase or acquisition. The foregoing limitation shall not apply to:.
(ic) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations If pursuant to employee benefit plans or outstanding awards subparagraph (and payment of any corresponding requisite amounts a) hereof, a dividend is to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock be paid in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other Stock, then the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at receive and the Close of Business on a Dividend Record Date Corporation shall issue and deliver or, failing such actual issuance and delivery, shall be entitled deemed to receivehave issued and delivered, when, as to each holder of record of Series A Preferred Stock that number of fully paid and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective non-assessable shares of Series A Preferred Stock of the Corporation as shall be equal to the aggregate amount payable in respect of such dividend payment not theretofore paid on the corresponding Dividend Payment Date; provided, however, that all outstanding shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date each holder of Series A Preferred Stock as if a dividend was payable in shares,. and the Close Corporation shall be deemed to have issued and delivered such Series A Preferred Stock, quarterly from and after the date of Business on original issue, divided by the Conversion Date or the Mandatory Conversion Date, Original Issue Price (as applicable, shall only hereinafter defined). Fractional shares of Series A Preferred Stock may be entitled to the issued in respect of dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectivelyhereon.
(gd) Subject to the foregoingThe Corporation will not, such dividends (payable in cashby amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other property) voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation but will at all times in good faith assist in the carrying out of all the provisions of this paragraph 3 and in the taking of all such action as may be determined by necessary or appropriate in order to protect the Board may be declared and paid on any rights of holders of Series A Preferred Stock to receive the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendsdividends specified herein.
Appears in 1 contract
Samples: Stockholders' Agreement (Philipp Brothers Chemicals Inc)
Dividends. Teladoc does not currently pay dividends on its shares. Under the terms of the merger agreement, during the period before completion of the merger, Teladoc is not permitted to declare, set aside or pay any dividend or other distribution without the prior written approval of Livongo (a) which approval may not be unreasonably withheld, conditioned or delayed). Livongo does not currently pay dividends on its shares. Under the terms of the merger agreement, during the period before completion of the merger, Livongo is not permitted to declare, set aside or pay any dividend or other distribution without the prior written approval of Teladoc (which approval may not be unreasonably withheld, conditioned or delayed), except for the special dividend described below. Prior to the effective time of the merger, Livongo will pay a cash dividend per share of Livongo common stock equal to $7.09, which amount is referred to as the special dividend per share amount and which dividend is referred to as the special dividend, to holders of record of the issued and outstanding shares of Livongo common stock as of a record date immediately prior to the effective time of the merger. Livongo will provide the transfer agent for the Livongo common stock all of the cash necessary to pay the special dividend pursuant to the terms of the merger agreement, which cash will not form part of the exchange fund. After completion of the merger, each former Livongo stockholder who holds shares of Teladoc common stock into which shares of Livongo common stock have been converted in connection with the merger will receive all dividends or other distributions declared and paid on shares of Teladoc common stock with a record date on or after the completion of the merger. Subject to the rights of holders of Senior Stocklimitations set forth in the merger agreement described above, Holders shall be entitled to receive, when, as and if declared any future dividends by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment Teladoc will be made on at the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect discretion of the delay.
(c) No dividend shall Teladoc board of directors. Subject to the limitations set forth in the merger agreement described above, any future dividends by Lixxxxx xill be made at the discretion of the Livongo board of directors. There can be no assurance that any future dividends will be declared or paid upon, by Teladoc or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, Livongo or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date amount or timing of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoingthose dividends, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferencesany.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Dividends. (a) Subject to the rights of 2.1 The holders of Senior Stock, Holders shares of this Series shall be entitled to receivereceive dividends, whenif, as and if when declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the BoardDirectors, out of funds legally available therefor, payable on such dates as may be set by the Board of Directors for paymentpayment of cash dividends on the Common Stock (each such date being referred to herein as a "Dividend Payment Date"), in cash, in an amount per share equal to the product of (i) the Formula Number in effect as of such Dividend Payment Date multiplied by (ii) the amount of the regularly scheduled cash dividend payment to be paid on their respective shares one share of Series A Preferred Common Stock on the corresponding such Dividend Payment Date; provided, however, that dividends on the shares of this Series A Preferred Stock surrendered for conversion during shall be payable pursuant to this Section 2.1 only to the period between extent that regularly scheduled cash dividends are declared and paid on the Close of Business Common Stock. As used herein, the "Formula Number" shall initially be 1,000, which shall be adjusted from time to time pursuant to Section 2.4 hereof. The dividends payable on any Dividend Record Payment Date and shall be paid to the Close holders of Business record of shares of this Series at the close of business on the Conversion record date for the related regularly scheduled cash dividend on the Common Stock (each such date being referred to herein as a "Record Date"). The amount of dividends that are paid to each holder of record on any Dividend Payment Date shall be rounded to the nearest cent.
2.2 In case the Corporation shall at any time distribute (other than a distribution in liquidation of the Corporation) to the holders of its shares of Common Stock any assets or property, including evidences of indebtedness or securities of the Mandatory Conversion DateCorporation (other than Common Stock subject to a distribution or reclassification covered by Section 2.4 hereof) or of any other Person (including common stock of such Person) or cash (but excluding regularly scheduled cash dividends payable on shares of Common Stock) or in case the Corporation shall at any time distribute (other than a distribution in liquidation of the Corporation) to such holders rights, as applicableoptions or warrants to subscribe for or purchase shares of Common Stock (including shares held in the treasury of the Corporation), shall only or rights, options or warrants to subscribe for or purchase any other security or rights, options or warrants to subscribe for or purchase any assets or property (in each case, whether of the Corporation or otherwise, but other than any distribution of rights to purchase securities of the Corporation if the holder of shares of this Series would otherwise be entitled to receive such rights upon conversion of shares of this Series for Common Stock pursuant to Section 3 hereof; provided, however, that if such rights are subsequently redeemed by the dividends accrued and unpaid through Corporation, such redemption shall be treated for purposes of this Section 2.2 as a cash dividend (but not a regularly scheduled cash dividend) on the Conversion Date Common Stock), the Corporation shall simultaneously distribute such assets, property, securities, rights, options or the Mandatory Conversion Date, respectively.
(g) Subject warrants to the foregoingholders of shares of this Series on the record date fixed for determining the holders of Common Stock entitled to participate in such distribution (or, if no such record date shall be established, the effective time thereof) in an amount per share of this Series equal to the amount that a holder of one share of this Series would have been entitled to receive had such share of this Series been converted into Common Stock immediately prior to such record date (or effective time). In the event of a distribution to holders of shares of this Series pursuant to this Section 2.2, such dividends holders shall be entitled to receive fractional shares or interests only to the extent that holders of Common Stock are entitled to receive the same. The holders of shares of this Series on the applicable record date (or effective time) shall be entitled to receive in lieu of such fractional shares or interests the same consideration as is payable to holders of Common Stock with respect thereto. If there are no fractional shares or interests payable to holders of Common Stock, the holders of shares of this Series on the applicable record date (or effective time) shall receive in cash, securities lieu of such fractional shares or other property) interests the fair value thereof as may be determined by the Board may of Directors.
2.3 In the event that the holders of Common Stock are entitled to make any election with respect to the kind or amount of securities or other property receivable by them in any distribution that is subject to Section 2.2 hereof, the kind and amount of securities or other property that shall be declared and paid distributable to the holders of shares of this Series shall be based on any (i) the election, if any, made by the holder of record (as of the Corporation’s securitiesdate used for determining the holders of Common Stock entitled to make such election) of the largest number of shares of this Series in writing to the Corporation on or prior to the last date on which a holder of Common Stock may make such an election or (ii) if no such election is timely made, including an assumption that such holder failed to exercise any such rights (provided that if the kind or amount of securities or other property is not the same for each nonelecting holder, then the kind and amount of securities or other property receivable by holders of shares of this Series shall be based on the kind or amount of securities or other property receivable by a plurality of the shares held by the nonelecting holders of Common Stock). Concurrently with the mailing to holders of Common Stock of any document pursuant to which such holders may make an election of the type referred to in this Section 2.3, the Corporation shall mail a copy thereof to the holders of record of shares of this Series as of the date used for determining the holders of record of Common Stock entitled to such mailing, which document shall be used by the holders of record of shares of this Series to make such an election.
2.4 The Formula Number shall be adjusted from time to time out as follows, whether or not any shares of funds legally available this Series have been issued by the Corporation, for such paymentevents occurring on or after [ ]:
(a) In case the Corporation shall (i) pay a dividend in shares of its Common Stock, and (ii) combine its outstanding shares of Common Stock into a smaller number of shares, (iii) subdivide its outstanding shares of Common Stock or (iv) reclassify (other than by way of a merger or consolidation that is subject to Insert the Holders shall not be entitled to participate in any such dividendsdate of filing of the Certificate or the relevant effective time.
Appears in 1 contract
Samples: LMC Agreement (Time Warner Inc)
Dividends. (a) Subject to From and after the rights date of holders issuance of Senior Stockthe Restricted Stock Units until such time as the Restricted Stock Units shall be forfeited or shall vest, Holders shall each in accordance with the terms of this Agreement, you will be entitled to receiverights to dividends on shares of TRW Common Stock (if and as declared and paid). Such dividends shall be deemed to be reinvested in additional Restricted Stock Units on the date of payment of such dividend, whenand shall be accounted for separately with respect to the two applicable vesting dates. The number of Restricted Stock Units deemed issued to you on a dividend payment date shall be calculated as the product of (i) the number of Restricted Stock Units then issued to you pursuant to this Agreement (including Restricted Stock Units previously deemed issued pursuant to this Section 4) multiplied by (ii) the dividend amount per share, divided by the fair market value of a share of TRW Common Stock on the date the dividend is paid. For purposes of this Agreement, the “fair market value” is the average of the high and low sales prices of a share of TRW Common Stock on the New York Stock Exchange on the date the dividend is paid, as and if declared reported by the Board out New York Stock Exchange (or if there are no sales on such date, then the closing sale price on such listing on the nearest date before the date the dividend is paid). Other than such dividend equivalent and reinvestment rights, the Restricted Stock Units issued to you pursuant to this Agreement shall not entitle you to any rights of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery ownership of shares of Series A Preferred TRW Common Stock, including but not limited to voting rights. Restricted Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided Units deemed issued pursuant to this Section 4. Dividends 4 shall vest or be forfeited on the Series A Preferred same date that the applicable Restricted Stock Units initially issued pursuant to this Agreement vest or are forfeited. TRW shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on provide you with a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements statement of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Restricted Stock with respect Units issued to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations you pursuant to employee benefit plans or outstanding awards (and payment of this Agreement after any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including TRW Common Stock, from time which shall specify the number of Restricted Stock Units applicable to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendseach scheduled vesting date.
Appears in 1 contract
Dividends. (a) Subject to Commencing on the rights of holders of Senior StockIssue Date, Holders of shares of outstanding Series C Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds of the Corporation legally available for paymenttherefor, cumulative noncumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Raterate per annum of 15% per share on the Liquidation Amount (equivalent to $150.00 per annum per share), and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears semi-annually on each Dividend Payment Date (commencing beginning on [●]the Dividend Payment Commencement Date until the Conversion Date. If, 2017as provided in Section 5(a) to below, any outstanding shares of Series C Preferred Stock are not converted on the Holders Conversion Date, each such share of Series C Preferred Stock, while outstanding, shall, upon and following the Conversion Date bear noncumulative dividends payable, when, as they appear on and if declared by the Corporation’s stock register board of directors, at the Close same date and in amounts equal to the number of shares of Common Stock into which each share of Series C Preferred Stock is then convertible, multiplied by the dividend declared and payable per share of Common Stock. Dividends will be payable on a Dividend Payment Date to Holders that are Record Holders of the applicable Record Date with respect to such Dividend Payment Date, but only to the extent a dividend has been declared to be payable on such Dividend Payment Date. If any Dividend Payment Date is not a Business Day, the dividend payable on such date shall be paid on the relevant Dividend Record Datenext Business Day without adjustment and without interest. Accumulations of dividends on shares of Series C Preferred Stock shall not bear interest. Dividends payable for any period less other than a full quarterly dividend period Dividend Period (based upon on the number of actual days elapsed during the period) shall be computed on the basis of days elapsed over a 360-day year consisting of twelve 30-day months.
(b) If any Dividends on the Series C Preferred Stock are not cumulative. To the extent that the Board of Directors does not declare and pay dividends on the Series C Preferred Stock for a Dividend Period prior to the related Dividend Payment Date, in full or otherwise, such unpaid dividend shall not accrue and shall cease to be payable. The Corporation shall have no obligation to pay dividends for such Dividend Period after the Dividend Payment Date falls on a day that is for such Dividend Period or to pay interest (or any other sum of money in lieu of interest) with respect to such dividends, whether or not a Business Day, the required payment will be made Corporation declares dividends on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delaySeries C Preferred Stock for any subsequent Dividend Period.
(c) No Prior to the Conversion, no dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Junior Stock.
(d) So long as any shares share of Series A C Preferred Stock remain remains outstanding, no dividends dividend or distribution shall be declared or paid on the Common Stock or any other distributions shares of Junior Stock (other than (xdividends payable solely in shares of Common Stock) or Parity Stock, subject to this Section 4(d) in the case of Parity Stock, a dividend and no Common Stock, Junior Stock or distribution payable solely in shares of Parity Stock shall be, directly or Junior Stockindirectly, (y) in the case of Junior Stockpurchased, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased redeemed 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 the Corporation or any of its subsidiaries unless all dividends on behalf all outstanding shares of the Corporation or by Series C Preferred Stock for any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods Dividend Period have been or contemporaneously are declared and paid in full on, (or have been declared and a sum sufficient sum for the payment thereof has been set aside for the benefit of cash or number the Holders of shares of Series A C Preferred Stock for on the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisitionapplicable Record Date). The foregoing limitation shall not apply to:
to (i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights or Junior Stock in connection with a stockholdersshareholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholdersshareholders’ rights plan; or(ii) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than for the beneficial ownership by the Corporation or any of its subsidiaries), including as trustees or custodians; and (iii) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Issue Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock.
(ve) When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the deemed purchase or acquisition benefit of fractional interests the Holders thereof on the applicable Record Date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon shares of Series C Preferred Stock and any shares of Parity Stock, all dividends declared on shares of Series C Preferred Stock or Junior Stock pursuant to the conversion or exchange provisions of and all such Parity Stock or Junior and payable on such Dividend Payment Date (or, in the case of Parity Stock or having dividend payment dates different from the security being converted or exchanged. Notwithstanding Dividend Payment Dates, on a dividend payment date falling within the foregoing, if Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as full dividends have payable on the Series C Preferred Stock for such Dividend Period and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors determines not been paid to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide written notice to the Holders of shares of Series C Preferred Stock prior to such Dividend Payment Date.
(f) Notwithstanding anything contained in the immediately preceding paragraph, if, at any Dividend Payment Date, the Corporation is prohibited by applicable governmental or regulatory authority from paying dividends on the Series C Preferred Stock, but is permitted to pay dividends on the Corporation’s outstanding Series A Preferred Stock, the Corporation may pay dividends on shares of the Series A Preferred Stock and without giving pro rata effect to accrued dividends with respect to the Series C Preferred Stock.
(g) If the Conversion Date with respect to any Parity Stockshare of Series C Preferred Stock is on or prior to the Dividend Payment Commencement Date, the Holder of such share of Series C Preferred Stock will not have any right to receive any dividends may be declared and paid on the Series A C Preferred Stock and with respect to such Parity Stock so long as the Dividend Period, whether upon Conversion or otherwise.
(h) All dividends are declared and paid pro rata so that the amounts of dividends declared per share on the shares of Series A C Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (Stock, whether or not declared) for a current Dividend Period or any prior Dividend Period, paid on the shares of Series A C Preferred Stock and shall be made in cash. No fractional shares of such Parity Common Stock bear shall be delivered to each other, Holders in proportion to their respective liquidation preferencespayment or partial payment of a dividend.
(ei) Holders Prior to the close of business on the Conversion Date, shares of Common Stock issuable upon the Mandatory Conversion thereof, or other securities issuable upon conversion of, such share of Series A C Preferred Stock shall not be entitled to deemed outstanding for any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such paymentpurpose, and the Holders Holder thereof shall not be entitled have no rights with respect to participate in any the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock) by virtue of holding such dividendsshare of Series C Preferred Stock.
Appears in 1 contract
Samples: Investment Agreement (Seacoast Banking Corp of Florida)
Dividends. (a) Subject Dividends on each share of the Series A Convertible Preferred Stock shall accrue at the rate of ten percent (10%) per annum on the sum of the Series A Initial Liquidation Value and the accrued but unpaid dividends on such share from and including (x) the Series A Initial Issuance Date in the case of shares of Series A Convertible Preferred Stock purchased with the Series A Initial Investment Amount, including, for the avoidance of doubt, shares of Series A Convertible Preferred Stock purchased in connection with the Tender Offer Transactions, (y) the date that is eighteen months after the Series A Initial Issuance Date (the “Note Conversion Date”) in the case of shares of Series A Convertible Preferred Stock issued on or after the Note Conversion Date pursuant to the rights Bridge Notes or (z) the date such share is required to be issued pursuant Section 9.8(e) of holders of Senior Stock, Holders the Stock Purchase Agreement. Such dividends shall be entitled fully cumulative and accumulate and accrue continually and compound annually at the rate described above, whether or not they have been declared and whether or not there are funds of the Corporation legally available for the payment thereof. The aggregate accrued but unpaid dividends (including accrued but unpaid dividends based on the annual compounding provided for herein) on the Series A Convertible Preferred Stock are referred to receive, herein as “Series A Unpaid Dividends.” Dividends on the Series A Convertible Preferred Stock shall be payable only when, as and if declared by the Board out or as provided in Section C. Dividends accrued on the Series A Convertible Preferred Stock for the one-year period beginning on the Series A Initial Issuance Date shall not be declared or paid; dividends accrued on the Series A Convertible Preferred Stock after such one-year period may only be declared and paid, in whole or in part, at any time or times during the calendar year in respect of funds which they accrue.
(b) Except as described in Section D, no dividend or distribution (which for avoidance of doubt does not include a redemption) shall be declared or paid on the Common Stock unless (i) (A) there are no Series A Unpaid Dividends, and (B) a dividend or distribution on the Series A Convertible Preferred Stock is concurrently declared and paid as provided in the following sentence, or (B) such dividends or distribution is declared and paid after the Note Conversion Date, consists solely of Distributable Non-Core Assets/Proceeds and provisions reasonably satisfactory to the Board have been made to reimburse the Corporation legally available for paymentany federal, cumulative dividends at state, and foreign tax that the Dividend Rate, payable in cash, by delivery Corporation and any of its subsidiaries may become subject to as a result of such distribution. The holders of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Convertible Preferred Stock shall be payable quarterly in arrears at the Dividend Rateentitled to receive a pro rata share, and shall accumulate based on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis shares of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on Common Stock into which such payment will accrue or accumulate, as the case may be, in respect holders’ shares of the delaySeries A Convertible Preferred Stock could be converted (as more fully described in Section B below), of any distribution made by the Corporation to the holders of Common Stock (other than a distribution made to the holders of Common Stock pursuant to Section C, or distributions consisting solely of Distributable Non-Core Assets/Proceeds and made after the Note Conversion Date); no such dividend shall reduce the amount of Unpaid Dividends.
(c) No dividend shall Notwithstanding clause (i) of the first sentence of Section (2)(b) and the existence of Series A Unpaid Dividends that may not be declared or and paid uponpursuant to the last sentence of Section 2(a), or any sum of cash set apart for the payment of Corporation may declare and pay dividends upon, any outstanding share on the Common Stock if (i) the Corporation gives notice to the holders of the Series A Convertible Preferred Stock describing the proposed dividend and offering to declare and pay such Series A Unpaid Dividends if the Articles of Incorporation are amended to permit such declaration and payment, (ii) such notice includes a notice of a special meeting of shareholders to be held within 20 days at which an amendment with respect to any dividend period unless all accumulated dividends the sole effect of permitting such declaration and payment will be submitted for all preceding dividend periods have been declared approval, and paid upon, or a sufficient sum in cash or number (iii) such proposed amendment is not approved by the requisite vote of shares the holders of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Convertible Preferred Stock.
. Nothing in this subsection (dc) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
excuse compliance with clause (ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out first sentence of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendsSection 2(b).
Appears in 1 contract
Dividends. (a) Subject to the rights of The holders of Senior Stock, Holders shall our preferred stock will be entitled to receive, when, as and if declared by the Board out our board of funds of the Corporation legally available for paymentdirectors, cumulative dividends at such rates and on such dates as will be specified in the Dividend Rateapplicable prospectus supplement. Such rates may be fixed or variable or both. If variable, payable the formula used for determining the dividend rate for each dividend period will be specified in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4applicable prospectus supplement. Dividends on the Series A Preferred Stock shall will be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders holders of record as they appear on the Corporation’s our stock register at the Close books on such record dates as will be fixed by our board of Business on the relevant Dividend Record Datedirectors. Dividends may be paid in the form of cash, preferred stock (of the same or a different series) or our common stock, in each case as specified in the applicable prospectus supplement. Dividends on any series of our preferred stock may be cumulative or noncumulative, as specified in the applicable prospectus supplement. If the dividends on a series of our preferred stock are noncumulative (“Noncumulative Preferred Stock”), and our board of directors fails to declare a dividend payable for any period less than on a full quarterly dividend payment date, then the holders of such preferred stock will have no right to receive a dividend in respect to the dividend period (based upon relating to such dividend payment date, and we will not be obligated to pay the number of days elapsed during the dividend accrued for such period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is , whether or not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be preferred stock are declared or paid uponon any future dividend payment dates. Dividends on shares of any cumulative series of preferred stock (“Cumulative Preferred Stock”) shall accumulate from and after the day on which such shares are issued, or any sum of cash set apart for but arrearages in the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods thereof shall not bear interest. If we have been not declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 when due all accrued dividends on each series of our preferred stock through the redemption of any Parity Stock or Junior Stock) by the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all last preceding dividend periods have been date of each such series, we may not declare or contemporaneously are declared and paid in full pay any dividends on, or make other distributions on, our common stock other than a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendsour common stock.
Appears in 1 contract
Samples: At Market Issuance Sales Agreement
Dividends. (a) Subject to the rights Holders of holders of Senior Stock, Holders Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends, cumulative cash dividends on each Outstanding share of Preferred Stock at the Annual Dividend Rate, calculated as set forth below; provided, however, that such holders will not be entitled to receive any dividends that may be declared by the Board of Directors on the Common Stock, unless such holders’ shares of Preferred Stock have been converted to Common Stock as set forth in Section 6 hereof prior to or on the Record Date for the payment of such dividends. Such dividends shall be payable in arrears in equal amounts quarterly on each Dividend Payment Date, beginning September 30, 2009, in preference to and in priority over dividends on any Junior Stock but subject to the rights of any holders of Senior Stock or Parity Stock.
(b) Dividends on each share of Preferred Stock shall be cumulative from the initial date of issuance of such share, shall cumulate on a daily basis and, if not paid on the next Dividend Payment Date, shall, until paid, cumulate additional dividends on such cumulated but unpaid dividends (and shall compound as of each Dividend Payment Date) at the Annual Dividend Rate, regardless of whether funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation are legally available for the payment of such dividends or (iii) and regardless of whether the Corporation Board of Directors declares the payment dividends; provided, however, that on the third anniversary of the Original Issue Date, dividends on the Preferred Stock shall cumulate only upon dividends that were accumulated and unpaid, if any, as of the third anniversary of the Original Issue Date, and thereafter, holders of Preferred Stock shall not be entitled to receive any dividends on the Preferred Stock, other than dividends that were accumulated and unpaid immediately prior to the third anniversary of the Original Issue Date and dividends that continue to cumulate upon such unpaid dividends). Dividends Each dividend on the Preferred Stock shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders holders of record of shares of the Preferred Stock, as they appear on the Corporation’s stock register at the Close close of Business business on the relevant Dividend a Record Date. Dividends Accumulated and unpaid dividends for any past Dividend Periods may be declared and paid at any time, without reference to any Dividend Payment Date, to holders of record on such date, not more than 60 nor less than 10 days preceding the payment date thereof, as may be fixed by the Board of Directors.
(c) The amount of dividends payable for each full Dividend Period on each share of Preferred Stock shall be the product of (a) one-fourth of the Annual Dividend Rate multiplied by (b) the Liquidation Preference. The amount of dividends payable on the Preferred Stock for the initial Dividend Period, or for any other period less shorter or longer than a full quarterly dividend period Dividend Period (based upon the number of days elapsed during the period) or amounts determined with respect thereto), shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Holders of Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of cumulative dividends, as herein provided, on the Preferred Stock.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(cd) No dividend shall be declared or paid uponpaid, or any sum of cash funds set apart for the payment of dividends uponany dividend or other distribution, any outstanding share whether in cash, obligations or shares of Capital Stock of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends Corporation or other distributions (other than (x) in the case of Parity Stockproperty, a dividend directly or distribution payable solely in shares of Parity Stock or Junior Stockindirectly, (y) in the case of Junior Stock, a dividend or distribution payable solely in upon any shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, or set apart for payment upon, any Parity Stock or Junior Stock, nor may shall any Parity shares of Junior Stock or Junior Parity Stock be redeemed, purchased repurchased 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiariesits subsidiaries through a sinking fund or otherwise, in each case unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously through the most recent Dividend Payment Date (regardless of whether there are declared and paid in full on, or a sufficient sum funds of cash or number of shares of Series A Preferred Stock the Corporation legally available for the payment thereof is set apart for such dividends upon, of dividends) on the Series A shares of Preferred Stock and any Parity Stock for all dividend payment periods ending on preceding Dividend Periods have been paid in full or prior set apart for payment; provided, however, that, notwithstanding any provisions of this Section 4(d) to the date contrary, the Corporation or any of its subsidiaries may redeem, repurchase or otherwise acquire for consideration Junior Stock or Parity Stock, if the consideration for such declaration, payment, redemption, purchase repurchase or acquisitionother acquisition is solely Junior Stock. The Furthermore, for the avoidance of doubt, the foregoing limitation provisions of this Section 4(d) shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, to any shares of Junior Stock or cash solely Parity Stock surrendered to the Company upon a “cashless” exercise of stock options or withheld upon the exercise of stock options or the vesting of restricted stock to satisfy applicable withholding tax obligations. When dividends are not paid in lieu of fractional full, as aforesaid, upon the shares of Junior Preferred Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any all dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid declared on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock and such other Parity Stock so long as the dividends are declared and shall be paid pro rata so that the amounts amount of dividends so declared per share on the shares of Series A Preferred Stock and shares each such other class or series of such Parity Stock shall in all cases bear to each other the same ratio that as accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares such class or series of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Dividends. (a) Subject to the rights of holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in If any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including a dividend payable in shares of Common Stock, from time to time out is declared on the Common Stock, each holder of funds legally available shares of Convertible Preferred Stock on the record date for such payment, and the Holders dividend or distribution shall not first be entitled to participate receive on the date of payment or distribution of such dividend or other distribution an amount equal to $0.02 per share and thereafter shall be entitled to receive the same cash, securities or other property which such holder would have received on such record date if such holder was the holder of record of the number (including any fraction) of shares of Common Stock into which the shares of Convertible Preferred Stock then held by such holder are then convertible. No dividend or other distribution shall be declared or paid on the Common Stock unless the preferred dividend or other distribution that satisfies this Section 4 is first declared or paid on the Convertible Preferred Stock. Notwithstanding the foregoing, each share of the Convertible Preferred Stock shall be entitled to a cumulative annual dividend equal to 20 percent of its Face Value on an annual basis, payable in arrears for each fiscal year ended July 31, with any amount due payable proportionately for any period of less than twelve months (the “Mandatory Dividend”). The Mandatory Dividend shall be paid by the Company on or before September 30 of the fiscal year following the fiscal year for which the Mandatory Dividend is due, and may be paid in cash, in Common Stock of the Company, or in a combination of cash and Common Stock, at the discretion of the Company. If paid in Common Stock of the Company, the number of shares of Common Stock to be issued shall be determined based on the trailing 10-day volume weighted average trading price of the Common Stock on such dividendsexchange or other trading medium on which the Common Stock is then traded.
Appears in 1 contract
Samples: Acquisition Agreement (Solar Energy Initiatives, Inc.)
Dividends. (a) Subject to the rights of 2.1 The holders of Senior Stock, Holders shares of this Series shall be entitled to receivereceive dividends, whenif, as and if when declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the BoardDirectors, out of funds legally available therefor, payable on such dates as may be set by the Board of Directors for paymentpayment of cash dividends on the Common Stock (each such date being referred to herein as a "Dividend Payment Date"), in cash, in an amount per share equal to the product of (i) the Formula Number in effect as of such Dividend Payment Date multiplied by (ii) the amount of the regularly scheduled cash dividend payment to be paid on their respective shares one share of Series A Preferred Common Stock on the corresponding such Dividend Payment Date; provided, however, that dividends on the shares of this Series A Preferred Stock surrendered for conversion during shall be payable pursuant to this Section 2.1 only to the period between extent that regularly scheduled cash dividends are declared and paid on the Close of Business Common Stock. As used herein, the "Formula Number" shall initially be 1.0000, which shall be adjusted from time to time pursuant to Section 2.4. The dividends payable on any Dividend Record Payment Date and shall be paid to the Close holders of Business record of shares of this Series at the close of business on the Conversion record date for the related regularly scheduled cash dividend on the Common Stock (each such date being referred to herein as a "Record Date"). The amount of dividends that are paid to each holder of record on any Dividend Payment Date shall be rounded to the nearest cent.
2.2 In case the Corporation shall at any time distribute (other than a distribution in liquidation of the Corporation and other than a distribution as a result of which an adjustment to the Formula Number is made pursuant to Section 2.4) to the holders of its shares of Common Stock any assets or property, including evidences of indebtedness or securities of the Mandatory Conversion DateCorporation or of any other Person (including common stock of such Person) or cash (but excluding regularly scheduled cash dividends payable on shares of Common Stock), as applicableor in case the Corporation shall at any time distribute (other than a distribution in liquidation of the Corporation) to such holders rights, shall only options or warrants to subscribe for or purchase shares of Common Stock (including shares held in the treasury of the Corporation), or rights, options or warrants to subscribe for or purchase any other security or rights, options or warrants to subscribe for or purchase any assets or property (in each case, whether of the Corporation or otherwise, but other than any distribution of rights to purchase securities of the Corporation if the holder of shares of this Series would otherwise be entitled to receive such rights upon conversion of shares of this Series for Common Stock pursuant to Section 3, provided, however, that if such rights are subsequently redeemed by the dividends accrued and unpaid through Corporation, such redemption shall be treated for purposes of this Section 2.2 as a cash dividend (but not a regularly scheduled cash dividend) on the Conversion Date Common Stock), the Corporation shall simultaneously distribute such assets, property, securities, rights, options or the Mandatory Conversion Date, respectively.
(g) Subject warrants to the foregoingholders of shares of this Series on the record date fixed for determining the holders of Common Stock entitled to participate in such distribution (or, if no such record date shall be established, the effective time thereof) in an amount per share of this Series equal to the amount that a holder of one share of this Series would have been entitled to receive had such share of this Series been converted into Common Stock immediately prior to such record date (or effective time). In the event of a distribution to holders of shares of this Series pursuant to this Section 2.2, such dividends holders shall be entitled to receive fractional shares or interests only to the extent that holders of Common Stock are entitled to receive the same. The holders of shares of this Series on the applicable record date (or effective time) shall be entitled to receive in lieu of such fractional shares or interests the same consideration as is payable to holders of Common Stock with respect thereto. If there are no fractional shares or interests payable to holders of Common Stock, the holders of shares of this Series on the applicable record date (or effective time) shall receive in cash, securities lieu of such fractional shares or other property) interests the fair value thereof as may be determined by the Board may of Directors.
2.3 In the event that the holders of Common Stock are entitled to make any election with respect to the kind or amount of securities or other property receivable by them in any distribution that is subject to Section 2.2, the kind and amount of securities or other property that shall be declared and paid distributable to the holders of shares of this Series shall be based on any (i) the election, if any, made by the holder of record (as of the Corporation’s securitiesdate used for determining the holders of Common Stock entitled to make such election) of the largest number of shares of this Series in writing to the Corporation on or prior to the last date on which a holder of Common Stock may make such an election or (ii) if no such election is timely made, including an assumption that such holder failed to exercise any such rights (provided that if the kind or amount of securities or other property is not the same for each nonelecting holder, then the kind and amount of securities or other property receivable by holders of shares of this Series shall be based on the kind or amount of securities or other property receivable by a plurality of the shares held by the nonelecting holders of Common Stock). Concurrently with the mailing to holders of Common Stock of any document pursuant to which such holders may make an election of the type referred to in this Section 2.3, the Corporation shall mail a copy thereof to the holders of record of shares of this Series as of the date used for determining the holders of record of Common Stock entitled to such mailing, which document shall be used by the holders of record of shares of this Series to make such an election.
2.4 The Formula Number shall be adjusted from time to time out as follows, whether or not any shares of funds legally available this Series have been issued by the Corporation, for events occurring on or after [ ]: (F1)
(a) In case the Corporation shall (i) pay a dividend in shares of its Common Stock, (ii) combine its outstanding shares of Common Stock into a smaller number of shares, (iii) subdivide its outstanding shares of Common Stock or (iv) reclassify (other than by way of a merger or consolidation that is subject to Section 3.6) its shares of Common Stock, then the Formula Number in effect immediately before such event shall be appropriately adjusted so that immediately following such event the holders of shares of this Series shall be entitled to receive upon conversion thereof the kind and amount of shares of Capital Stock of the Corporation which they would have owned or been entitled to receive upon or by reason of such event if such shares of this Series had been converted immediately before the record date (or, if no record date, the effective date) for such paymentevent (it being understood that any distribution of cash or Capital Stock (other than Common Stock) that shall accompany a reclassification of the Common Stock, shall be subject to Section 2.2 rather than this Section 2.4(a)). An adjustment made pursuant to this Section 2.4(a) shall become effective retroactively immediately after the record date in the case of a dividend or distribution and shall become effective retroactively immediately after the Holders effective date in the case of a subdivision, combination or reclassification. For the purposes of this Section 2.4(a), in the event that the holders of Common Stock are entitled to make any election with respect to the kind or amount of securities receivable by them in any transaction that is subject to this Section 2.4(a) (including any election that would result in all or a portion of the transaction becoming subject to Section 2.2), the kind and amount of securities that shall be distributable to the holders ------------------------ (F1) Insert the date of filing of the Certificate or, if earlier, the date of filing of the certificate for the Series LMC Common Stock. of shares of this Series shall be based on (i) the election, if any, made by the holder of record (as of the date used for determining the holders of Common Stock entitled to make such election) of the largest number of shares of this Series in writing to the Corporation on or prior to the last date on which a holder of Common Stock may make such an election or (ii) if no such election is timely made, an assumption that such holder failed to exercise any such rights (provided that if the kind or amount of securities is not the same for each nonelecting holder, then the kind and amount of securities receivable shall be based on the kind or amount of securities receivable by a plurality of nonelecting holders of Common Stock). Concurrently with the mailing to holders of Common Stock of any document pursuant to which such holders may make an election of the type referred to in this Section 2.4(a), the Corporation shall mail a copy thereof to the holders of record of shares of this Series as of the date used for determining the holders of record of Common Stock entitled to such mailing, which document shall be used by the holders of record of shares of this Series to make such an election.
(b) The Corporation shall be entitled to make such additional adjustments in the Formula Number, in addition to those required by Section 2.4(a) as shall be necessary in order that any dividend or distribution in Common Stock or any subdivision, reclassification or combination of shares of Common Stock referred to above, shall not be entitled taxable to participate the holders of Common Stock for United States Federal income tax purposes, so long as such additional adjustments pursuant to this Section 2.4(b) do not decrease the Formula Number.
(c) All calculations under this Section 2 and Section 3 shall be made to the nearest cent, one-hundredth of a share or, in the case of the Formula Number, one hundred-thousandth. Notwithstanding any other provision of this Section 2.4, the Corporation shall not be required to make any adjustment of the Formula Number unless such dividends.adjustment would require an increase or decrease of at least one percent (1%) of the Formula Number. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment that, together with any adjustment or adjustments so carried
Appears in 1 contract
Samples: LMC Agreement (Time Warner Inc)
Dividends. (ai) Subject The holders of shares of Series B Preferred Stock, in preference to the rights of holders of Senior Common Stock, Holders and of any Junior Stock, shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, Directors out of funds legally available for paymentthe purpose, annual dividends payable in cash or by the dividend payment on their respective issuance of shares of Series A B Preferred Stock Stock, at the election of the Company, at the rate of $0.27 per share, or 9/100 of a share of Series B Preferred Stock, respectively (as adjusted to reflect subsequent stock dividends, stock splits or recapitalizations), on the corresponding first day of January in each year (each such date being referred to herein as a "DIVIDEND PAYMENT DATE"), commencing on the first Dividend Payment Date; provided, however, that Date after the first issuance of a share or fraction of a share of Series B Preferred Stock.
(ii) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A B Preferred Stock surrendered for conversion during from the period between the Close date of Business on any Dividend Record Date and the Close issuance of Business such shares. Accrued but unpaid dividends shall not bear interest. Dividends paid on the Conversion Date or shares of Series B Preferred Stock in an amount less than the Mandatory Conversion Date, as applicable, total amount of such dividends at the time accrued and payable on such shares shall only 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 B Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall not be more than sixty (60) days prior to the dividends accrued and unpaid through date fixed for the Conversion Date or the Mandatory Conversion Date, respectivelypayment thereof.
(giii) Subject to the foregoing, such No dividends shall be declared or paid or set apart for payment on any class or series of Junior Stock (other than dividends payable in casha particular class or series of Junior Stock to holders thereof) unless all aggregate accrued dividends on all outstanding shares of Series B Preferred Stock shall have been paid, securities or other property) as may be determined by the Board may be contemporaneously are declared and paid on any of the Corporation’s securitiespaid, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendsall past periods.
Appears in 1 contract
Dividends. (a) Subject In the event that a distribution with respect to the rights shares of REIT I Common Shares permitted under the terms of this Agreement has a record date prior to the Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of Senior Stocksuch shares of REIT I Common Shares on the Closing Date immediately prior to the Merger Effective Time. In the event that a distribution with respect to the shares of NNN REIT Common Stock permitted under the terms of this Agreement has a record date prior to the Merger Effective Time and has not been paid prior to the Closing Date, Holders such distribution shall be entitled paid to receive, when, as and if declared by the Board out holders of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of such shares of Series A Preferred NNN REIT Common Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock Closing Date immediately prior to the Merger Effective Time. After the signing of this Agreement and before the Merger Effective Time, REIT I shall be payable quarterly in arrears at coordinate with NNN REIT with respect to the Dividend Ratedeclaration of, and shall accumulate the setting of record dates and payment dates for dividends on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not REIT I Common Shares so that (i) holders of REIT I Common Shares do not receive dividends on both REIT I Common Shares and NNN REIT Common Stock received in any dividend the Merger in respect of a single distribution period or periods any agreements fail to receive a dividend on either REIT I Common Shares or NNN REIT Common Stock received in the Merger in respect of the Corporation prohibit the current payment of dividends, a single distribution period or (ii) there shall be earnings do not receive both a dividend permitted by the proviso to Section 6.1(b)(iii) on REIT I Common Shares and a dividend on NNN REIT Common Stock received in the Merger or funds of fail to receive either a dividend permitted by the Corporation legally available for proviso to Section 6.1(b)(iii) on REIT I Common Shares or a dividend on NNN REIT Common Stock received in the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day monthsMerger.
(b) If In the event that REIT I shall declare or pay any Dividend Payment Date falls on a day dividend or other distribution that is not a Business Dayexpressly permitted pursuant to the proviso at the end of Section 6.1(b)(iii), the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
it shall notify NNN REIT at least twenty (c20) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or days prior to the date of such declarationClosing Date, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date NNN REIT shall be entitled to receivedeclare a dividend per share payable to holders of NNN REIT Common Stock and NNN REIT OP Partnership Interests, when, as and if in an amount per share of NNN REIT Common Stock or per NNN REIT OP Partnership Interest equal to the quotient obtained by dividing (x) the dividend declared by REIT I with respect to each share of REIT I Common Shares by (y) the Board, out of funds legally available Exchange Ratio. The record date and time and payment date and time for payment, the any dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, payable pursuant to this Section 7.9(b) shall only be entitled prior to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Closing Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Dividends. (ai) Subject to the rights of holders The Senior Preferred Members holding each Series of Senior Stock, Holders Preferred Membership Interests shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for paymentIssuer, cumulative dividends Dividends at the Dividend Rate, payable in cash, by delivery of shares of Rate for such Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the for each Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements Period of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment stated liquidation preference of such dividends or (iii) the Corporation declares the payment Series of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●]Senior Preferred Membership Interests, 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed calculated on the basis of a 360-day year consisting and the actual number of twelve 30-day months.
(b) If any days in such Dividend Period. Dividends on each Series of Senior Preferred Membership Interests shall be payable in United States dollars monthly in arrears on each Dividend Payment Date, commencing on the first Dividend Payment Date falls on a day that is not a Business Day, set forth in the required payment will be made on the next succeeding Business Day and no interest or dividends on Action with respect to such payment Series of Senior Preferred Membership Interests. Such Dividends will accrue and accumulate whether or accumulate, as the case may be, in respect not they have been declared and whether or not there are funds of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart Issuer legally available for the payment of dividends upon, any outstanding share Dividends. Dividends on each Series of Senior Preferred Membership Interests shall be cumulative from the Series A Closing Date with respect to such Series of Senior Preferred Stock Membership Interests. Additional Dividends upon any Dividend arrearage with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been Series of Senior Preferred Membership Interests shall be declared and paid uponin order to provide, or a sufficient sum in cash or number effect, monthly compounding on such Dividend arrearage at the Dividend Rate for such Series of shares Senior Preferred Membership Interests compounded monthly and such Additional Dividends also shall accrue and accumulate. All dividends paid with respect to each Series of Senior Preferred Membership Interests shall be paid from funds available therefor in accordance with Section 9.2(b)(ii) pro rata to the Senior Preferred Members of such Series.
(ii) Dividends on each Series A of Senior Preferred Stock have been set apart Membership Interests must be declared and paid on each Dividend Payment Date to the extent that, on such date, (x) the Issuer has funds legally available for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, Dividends and (y) the amount deposited in the case Series Preferred Member Distribution Account with respect to such Series of Junior StockSenior Preferred Membership Interests and any Related Series of Senior Preferred Membership Interests with respect to such Series of Senior Preferred Membership Interests is sufficient to permit such payment, a dividend or distribution payable solely it being understood that to the extent that funds are not available in shares of Junior Stock and (z) cash such Series Preferred Member Distribution Account to pay in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless full all accumulated and unpaid Dividends on all such Series of Senior Preferred Membership Interests, the Issuer shall pay partial Dividends, to the extent of funds legally available therefor, on each such Series of Senior Preferred Membership Interests in proportion to the respective amounts of accumulated and unpaid dividends payable in respect of each such Series of Senior Preferred Membership Interests. Dividends on each Series of Senior Preferred Membership Interests will be payable to the Senior Preferred Members holding such Series of Senior Preferred Membership Interests as they appear on the Register on the relevant Record Date.
(iii) The Issuer shall not pay, declare or set aside for payment, any distributions on the Common Membership Interest until such time as (x) all preceding dividend periods accumulated and unpaid Dividends on all Series of Senior Preferred Membership Interests, including any Additional Dividends thereon, shall have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending Dividend Periods terminating on or prior to the date of such declaration, payment, payment or the date of such redemption, purchase or acquisition. The foregoing limitation shall not apply to:
, as the case may be, and (iy) conversions into the Issuer has redeemed (or exchanges given notice of a redemption for, (A) and has on deposit in the case applicable Series Preferred Member Distribution Account a sum sufficient to redeem) the full amount of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant Senior Preferred Membership Interests required to employee benefit plans or outstanding awards (and payment of be redeemed by any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;provision for mandatory redemption contained herein.
(iv) The Issuer shall not redeem in whole or in part any dividends or distributions Series of rights Senior Preferred Membership Interests on any Dividend Payment Date in connection accordance with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(vSection 9.2(c) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in unless all cases bear to each other the same ratio that accumulated and unpaid dividends per share Dividends (whether or not earned or declared) on the shares such Series of Series A Senior Preferred Stock and shares of Membership Interests, including any Additional Dividends thereon, shall have been paid in full for all Dividend Periods terminating on or prior to such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Greyhound Funding LLC)
Dividends. (a) Subject The Corporation shall accrue dividends on each share of Series B Preferred Stock on each Dividend Accrual Date, at an amount per share equal to the rights of holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by Series B Dividend Rate times the Board out of funds average balance of the Corporation legally available for paymentSeries B Liquidation Preference from the last Dividend Accrual Date (or, cumulative dividends at in the case of the first Dividend Accrual Date, the Original Issuance Date) to the Dividend Rate, payable Accrual Date in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4question. Dividends on the Series A B Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less other than a full quarterly dividend period (based upon the number of days elapsed during the period) , shall be computed on the basis of a 360-day year consisting of twelve 30-day months. All unpaid dividends hereunder shall accrue and cumulate and shall increase the Series B Liquidation Preference from the applicable Dividend Accrual Date.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or Unless all accrued dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of the Series A Preferred Stock.
(d) So long as any shares of Series A B Preferred Stock remain outstandingshall have been paid or declared and set aside for payment, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may shall be declared, made or paid upon, or set apart for payment upon, or any Parity Stock other distribution (whether in cash or obligations of the Corporation or other properties) upon any Junior Stock, nor may shall any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money moneys be paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stockshares of any such stock) by the Corporation or Corporation, other than dividends on behalf Junior Stock payable solely in additional shares of Junior Stock.
(c) Dividends shall accrue in accordance with this Section B.1 to the holders of record of Series B Preferred Stock as they appear on the stock ledger of the Corporation or by any on the Dividend Accrual Date.
(d) In addition to the dividends set forth in paragraph (a) above, in the event that the Corporation shall pay a cash dividend on shares of Common Stock, the Corporation’s Subsidiariesholder of each share of Series B Preferred Stock shall be entitled to receive a cash dividend, unless all accumulated simultaneously with and unpaid dividends in an amount equal to the amounts paid to the holder of each share of Common Stock; provided, however, -------- ------- that for all preceding dividend periods have been or contemporaneously are declared and paid in full onthe purpose of calculating the amounts due per share of Series B Preferred Stock under this paragraph (d), or a sufficient sum each share of cash or Series B Preferred Stock shall be deemed to be that number of shares of Common Stock into which such share of Series A B Preferred Stock was convertible as of the record date fixed for the payment thereof is set apart for determination of the holders of Common Stock entitled to receive such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferencesdividends.
(e) Holders In addition to the dividends set forth in paragraphs (a) and (d) above, in the event that the Corporation shall pay a non-cash dividend or distribution upon its Common Stock including, without limitation, any distribution of shares capital stock of the Corporation, stock or other securities of other persons, evidences of indebtedness issued by the Corporation or other persons, other assets or options or rights, the holders of Series A B Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, a proportionate share of any such distribution as and if declared by though they were the Board, out holders of funds legally available for payment, the dividend payment on number of shares of Common Stock into which their respective shares of Series A B Preferred Stock on were convertible as of the corresponding Dividend Payment Date; provided, however, that shares record date fixed for the determination of Series A Preferred the holders of Common Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectivelyreceive such distribution.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Samples: Stockholders Agreement (Commercial Aggregates Transportation & Sales LLC)
Dividends. (a) Subject to the rights Holders of holders shares of Senior Stock, Holders Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4Rate (“Dividends”). Dividends on the Series A Preferred Stock shall be payable paid quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, Rate in cash or, if no dividends have at the election of the Corporation, subject to receipt of any necessary Shareholder Approval (to the extent necessary), in Common Stock as provided pursuant to Section 4 that is registered pursuant to a registration statement that has become or been paiddeclared effective under the Securities Act. For the avoidance of doubt, from the Initial Issue Date (whether or not unless prohibited by applicable law, (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, Board shall not fail to declare such Dividends on Preferred Stock and (ii) there notwithstanding anything contained herein to the contrary, dividends on the Preferred Stock shall be earnings or funds accrue for all fiscal periods during which the Preferred Stock is outstanding, regardless of whether the Corporation has earnings in any such period, whether there are funds legally available for the payment of such dividends and whether or (iii) the Corporation declares the payment of dividends)not such dividends are authorized or declared. Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders holders of record of Preferred Stock as they appear on the Corporation’s stock register at the Close close of Business business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the such period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding Outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid uponpaid, or declared and a sufficient sum in cash or number of shares of Series A Preferred Stock have has been set apart for the payment of such dividends upondividend, upon all outstanding Outstanding shares of Series A Preferred Stock.
(dc) So long as any shares of Series A Preferred Stock remain outstanding, no No dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock (in the case of Parity Stock, ) or Junior Stock (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock ) and (z) cash in lieu of fractional shares) may be declared, made or paid uponpaid, 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 the Corporation or on behalf of the Corporation or (except by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions conversion into or exchanges for, (A) in the case of Parity Stock, exchange for shares of Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock) and cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, Stock (B) in the case of Junior Parity Stock, shares of ) or Junior Stock or cash solely (in lieu the case of fractional shares of Junior Parity Stock;
) and (ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
, unless all Accumulated Dividends (iiias of the date of such declaration, payment, redemption, purchase or acquisition) purchasesshall have been or contemporaneously are declared and paid in cash. Further, redemptions no dividends or other acquisitions distributions (other than a dividend or distribution payable solely in shares of Parity Stock or Junior Stock and cash in lieu of fractional shares) may be declared, made or paid, or set apart for payment upon, any Junior Stock (except payments in connection with the administration satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant corresponding requisite amounts to the conversion appropriate governmental authority) unless the payment of the dividend in respect of the Preferred Stock for the most recent dividend period ending on or exchange provisions prior to the date of such Parity Stock declaration or Junior Stock payment has been declared and paid in cash or declared and a sum of cash sufficient for the security being converted or exchangedpayment thereof has been set aside for such payment. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferencesother at the time of declaration.
(ex) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend dividend, whether payable in cash, property or stock, in excess of full cumulative dividendsdividends (it being understood that this Section 3(d) shall not limit the Corporation’s obligations pursuant to Section 3(a).
(e) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate as the case may be, in respect of the delay.
(f) Holders The holders of shares of Preferred Stock at the Close close of Business business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, receive the dividend payment on their respective those shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that Date notwithstanding the conversion of such shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any in accordance with Sections 8 or 9 following such Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Corporation’s default in payment of the dividend due on such Dividend Payment Date. In the case of conversion of shares of Preferred Stock pursuant to Section 5 following the close of business on a Dividend Record Date but prior to the corresponding Dividend Payment Date, as applicable, the holders of such shares shall only not be entitled to receive the dividends accrued and unpaid through corresponding dividend payment following conversion (it being understood that the Conversion Date or value thereof is included in the Mandatory Conversion Date, respectivelyconversion terms set forth in Section 5).
(g) Subject Notwithstanding anything herein to the foregoing, such dividends contrary:
(payable in cash, securities or other propertyi) as may be determined by to the Board may be declared and paid on extent that any of the CorporationHolder’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled right to participate in any Dividend would result in the Holder exceeding the Beneficial Ownership Limitation, then the Corporation shall, at the Corporation’s option, waive the Beneficial Ownership Limitation or pay such Dividend in cash; and
(ii) to the extent that any Holder’s right to participate in any Dividend would result in the Holder exceeding the Permitted Percentage Limitation, then the Corporation shall pay such Dividend in cash.
(h) Except as provided in Section 8 the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on converted shares of Preferred Stock or for dividends on the shares of Common Stock issued upon conversion.
Appears in 1 contract
Samples: Subscription Agreement (Hennessy Capital Acquisition Corp. III)
Dividends. (a) Subject to The Holders as of 1200 noon, New York City time, on the rights of holders of Senior Stockapplicable Dividend Payment Date, Holders shall be entitled to receive, when, as and if declared by the Board of Trustees, out of funds of the Corporation legally available for paymenttherefor, cumulative dividends dividends, at the Applicable Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shares of RP so declared and payable shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not paid (i) in preference to and in priority over any dividend period or periods any agreements of dividends declared and payable on the Corporation prohibit the current payment of dividendsCommon Shares, and (ii) there shall be earnings or funds to the extent permitted under the Code and to the extent available and in preference to and priority over any dividends declared and payable on the Common Shares, out of taxexempt income earned on the Trusts investments, subject to the application of the Corporation legally available for alternative minimum tax provisions of the payment of such dividends or (iii) the Corporation declares the payment of dividends)Code. Dividends shall on shares of RP will be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) designated as exemptinterest dividends up to the Holders as they appear on the Corporation’s stock register at the Close amount of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.net taxexempt
(b) If any Dividend Payment Dividends on each share of RP shall accumulate from its Date falls on a day that is not a Business Day, the required payment of Original Issue and will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receivepayable, when, as and if declared by the BoardBoard of Trustees, on each Dividend Payment Date applicable to such share of RP.
(c) Each declared dividend shall be payable on the applicable Dividend Payment Date to the Holder or Holders of such shares of RP as set forth in paragraph 3(a). Dividends on any share of RP in arrears with respect to any past Dividend Payment Date may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holder of such share as of a date not exceeding five Business Days preceding the date of payment thereof as may be fixed by the Board of Trustees. Any dividend payment made on any share of RP shall be first credited against the dividends accumulated but unpaid (whether or not earned or declared) with respect to the earliest Dividend Payment Date on which dividends were not paid.
(d) Neither Holders nor Beneficial Owners of shares of RP shall be entitled to any dividends on the shares of RP, whether payable in cash, property or stock, in excess of full cumulative dividends thereon, except as set forth in paragraph 3(1) of this Part I. Except as provided in paragraph 3(h) of this Part I, neither Holders nor Beneficial Owners of shares of RP shall be entitled to any interest, or other additional amount, on any dividend payment on any share of RP which may be in arrears.
(e) Except as otherwise provided herein, the Applicable Dividend Rate on each share of RP for each Dividend Period
(f) The amount of declared dividends for each share of RP payable on each Dividend Payment Date in respect of any Dividend Period shall be computed by the Trust by multiplying the Applicable Dividend Rate in effect with respect to dividends payable on such share on such Dividend Payment Date by a fraction the numerator of which shall be the number of days such share was outstanding from and including its Date of Original Issue or the preceding Dividend Payment Date, as the case may be, to and including the last day of such Dividend Period, and the denominator of which shall be 365, and then multiplying the percentage so obtained by $100,000. In accordance with the remarketing procedures described in Part II hereof, there may exist at any given time a number of Dividend Payment Dates for all outstanding shares of RP and dividends on any such share shall be payable only on a Dividend Payment Date applicable to such share.
(g) No later than by 1200 noon, New York City time, on each Dividend Payment Date, the Trust shall deposit in same day funds with the Paying Agent the full amount of any dividend declared and payable on such Dividend Payment Date on any share of RP.
(h) The Applicable Dividend Rate for each Dividend Period commencing during a NonPayment Period shall be equal to the NonPayment Period Rate any share of RP for which an Optional Dividend Period or a Special Dividend Period would otherwise have commenced on the first day of a NonPayment
(i) Except during a NonPayment Period, by 100 p.m. on the Tender Date in the Remarketing at the end of the Initial Dividend Period applicable to a share of RP, and by 100 p.m. on the Tender Date in the Remarketing at the end of each subsequent Dividend Period applicable to a share of RP, the Beneficial Owner of such share may elect to tender such share or to hold such share for the next Dividend Period. If the Beneficial Owner of such share of RP elects to hold such share, such Beneficial Owner shall elect to hold such share for a 7day Dividend Period or a 28day Dividend Period or any available Optional Dividend Period or a Special Dividend Period if the succeeding Dividend Period with respect to such share has been designated by the Board of Trustees as a Special Dividend Period provided that, (i) if such Beneficial Owner shall elect to hold such share for a 7day Dividend Period or a 28day Dividend Period, but (a) there are no Remarketing Agents or the Remarketing Agents are not required to conduct a Remarketing, such Beneficial Owner shall hold such share for a 7day Dividend Period, and the Applicable Dividend Rate shall be the Maximum Dividend Rate for a 7day Dividend Period or (b) the Remarketing Agents are unable to remarket in such Remarketing all shares of RP subject to such Remarketing and tendered (or deemed tendered) to them at a price of $100,000 per share, such Beneficial Owner shall hold such share for the Dividend Period it had chosen and the Applicable Dividend Rate therefor shall be the applicable Maximum Dividend Rate, and (ii) if the Board of Trustees has designated the next succeeding Dividend Period with respect to such share as a Special Dividend Period or such Beneficial Owner elects an available Optional Dividend Period with respect to such shares and there are no Remarketing Agents, the Remarketing Agents are not required to conduct a Remarketing or the Remarketing Agents are unable to remarket in the Remarketing on the Dividend Reset Date following such Tender Date all shares of RP tendered (or deemed tendered) to them at a price of $100,000 per share, then the next succeeding Dividend Period in respect of such share shall be a 7day Dividend Period, and the Applicable Dividend Rate in respect of such share for such next succeeding Dividend Period shall be the Maximum Dividend Rate for a 7day Dividend Period. If the Beneficial Owner of such share of RP fails to elect to tender or hold such share, or to elect a Dividend Period for such share, by 100 p.m. on such Tender Date, such Beneficial Owner shall continue to hold such share at the Applicable Dividend Rate determined in such Remarketing for a Dividend Period of the same type as the current Dividend Period for such shares provided that (i) if such current Dividend Period is a 7day Dividend Period or a 28day Dividend Period, but (a) there are no Remarketing Agents, or the Remarketing Agents are not required to conduct a Remarketing, such Beneficial Owner shall hold such share for a 7day Dividend Period, and the Applicable Dividend Rate shall be the Maximum Dividend Rate for a 7day Dividend Period or (b) the Remarketing Agents are unable to remarket in such Remarketing all shares of RP subject to such Remarketing and tendered (or deemed tendered) to them at a price of $100,000 per share, such Beneficial Owner shall hold such share for the same Dividend Period as its then
(j) Except during a NonPayment Period, the Board of Trustees may at any time and from time to time institute one or more optional Dividend Periods with such number of days, and which shall be available for such period, as the Board of Trustees shall specify provided that (i) in respect of any Optional Dividend Period, the Board of Trustees shall also determine a Maximum Dividend Rate after consultation with Remarketing Agents, which rate, as determined from time to time by formula or other means, may be fixed or variable and (ii) in respect of an Optional Dividend Period of 3 65 or more days, the Board of Trustees, after consultation with the Remarketing Agents, may establish Specific Redemption Provisions. An Optional Dividend Period shall be available after seven days written notice thereof and, if applicable, of the Maximum Dividend Rate and Specific Redemption Provisions, if any, in respect thereof shall have been given to the Remarketing Agents, the Paying Agent and the Securities Depository. The Trust also shall publish promptly notice of any designation of an Optional Dividend Period, and related Maximum Dividend Rate and Specific Redemption Provisions, if any, at least once in an Authorized Newspaper, but the failure so to publish shall not affect the validity or effectiveness of any such designation or determination. After an Optional Dividend Period becomes available, such Optional Dividend Period shall be available in each Remarketing and, if elected by any Beneficial Owner of shares of RP, shall commence on each Settlement Date and continue until rescinded by the Board of Trustees, which rescission shall be effective after seven days written notice thereof shall have been given to the Remarketing Agents, the Paying Agent, the Securities Depository and Beneficial Owners. The
(k) The Board of Trustees may at any time designate a subsequent Dividend Period with respect to all or any specified fewer number of shares of RP eligible for Tender and Dividend Reset on the Tender Date next preceding the commencement of such Dividend Period as a Special Dividend Period with such number of days as the Board of Trustees shall specify provided that (i) written notice of any such designation, of the Maximum Dividend Rate, and Specified Redemption Provisions, if any, in respect thereof and of the consequences of failure to tender or to elect to hold shares, must be given at least seven days prior to such Tender Date to the Remarketing Agents, the Paying Agent, the Securities Depository and the Beneficial Owners of shares of RP which are to be subject to such Special Dividend Period (ii) no Special Dividend Period may commence for any share of RP during a NonPayment Period or if the Trust fails to maintain either the RP Basic Maintenance Amount or the 1940 Act RP Asset Coverage and such failure is not cured (iii) if such Special Dividend Period contains 365 or more days, (x) the shares of RP subject to such Special Dividend Period shall have an aggregate liquidation preference (exclusive of accumulated but unpaid dividends and the premium, if any) of at least $3 0,000,000 or such greater or lesser amount as may be specified by the Board of Trustees and (y) the shares, if any, of RP not subject to such Special Dividend Period shall have an aggregate liquidation preference (exclusive of accrued but unpaid dividends and the premium, if any) of at least $30,000,000 or such greater or lesser amount specified by the Board of Trustees (iv) in respect of any Special Dividend Period, the Board of Trustees shall also determine a Maximum Dividend Rate after consultation with Remarketing Agents, which rate, as determined from time to time by formula or other means, may be fixed or variable and (v) in respect of any Special Dividend Period of 365 or more days, the Board of Trustees, after consultation with the Remarketing Agents, may establish Specific Redemption Provisions. On or before 500 p.m., New York City time, on the third Business Day prior to the designation of a Special Dividend Period, the Trust shall complete and deliver to S&P, on a pro forma basis, an RP Basic Maintenance Report for such proposed Special Dividend period, taking into account the proposed number of days to be specified as a Special Dividend Period and the proposed Maximum Dividend Rate to be determined with respect to such Special Dividend Period. The existence or rescission of any Special Dividend Period shall not affect any current Dividend Period or prevent the Board of Trustees from establishing other Special Dividend Periods of similar duration or in any way restrict the Maximum Dividend Rate or Specific Redemption Provisions which may be designated in connection with any other Special
(l) If all or any part of the dividends on the shares of RP determined by implementation of the remarketing procedures described in Part II hereof is not designated by the Trust in good faith as an exemptinterest dividend within the meaning of Section 852(b) (5) of the Code solely because the Trust allocates capital gains or ordinary income to the shares of RP, (such portion of the dividends on the shares of RP (other than any Grossup Dividends) that is not so designated is referred to herein as a Nonqualifying Distribution), the Trust will, not later than 270 days after the end of the Trusts fiscal year for which such designation is made, provide notice thereof to the Paying Agent. The Paying Agent will mail a copy of such notice to each Qualified Investor (as defined below) at the address specified in such Qualified Investors Master Purchasers Letter as promptly as practicable after its receipt of such notice from the Trust. The Trust will, within 30 days after such notice is given to the Paying Agent, pay to the Paying Agent (who will then distribute to the Qualified Investors) , out of funds legally available for paymenttherefor, an amount equal to the dividend payment on their respective aggregate Grossup Dividends (as defined below) with respect to all Nonqualifying Distributions made to Qualified Investors during the fiscal year in question. A Qualified Investor is a Beneficial Owner during such fiscal year of a share or shares of Series RP to whom Nonqualifying Distributions were made during such fiscal year. A Preferred Stock on Grossup Dividend means payment to a Qualified Investor of an amount which, when taken together with the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion aggregate Nonqualifying Distributions paid to such Qualified Investor during the period between fiscal year in question, would cause such Qualified Investors net yield in dollars for such fiscal year (after Federal income tax consequences) from the Close aggregate of Business on any Dividend Record Date both the Nonqualifying Distributions (determined without regard to the GrossUp Dividend) and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only Grossup Dividend to be entitled equal to the dividends accrued and unpaid through net yield in dollars for such fiscal year (after Federal income tax consequences) which would have been received by such Qualified Investor if the Conversion Date or amount of the Mandatory Conversion Date, respectively.
aggregate Nonqualifying Distributions had been so designated. Such Grossup Dividend shall be calculated (gi) Subject without consideration being given to the foregoing, time value of money (ii) assuming that no Qualified Investor is subject to the alternative minimum tax with respect to dividends received from the Trust and (iii) assuming that each Nonqualifying Distribution and GrossUp Dividend (to the extent that such dividends (payable Grossup Dividend is not exempt from Federal income tax) would be taxable in cash, securities or other property) as may be determined by the Board may be declared and paid on any hands of each Qualified Investor at the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and maximum marginal corporate Federal income tax rate in effect during the Holders shall not be entitled to participate fiscal year in any such dividendsquestion.
Appears in 1 contract
Dividends. (a) Subject to the preferential dividend rights of the holders of Senior Stockany series or class of stock of the Company ranking senior as to the payment of dividends, the Holders shall will be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of on any outstanding shares of Series A Preferred Stock held by such Holders, out of any funds and assets of the Company legally available prior and in preference to any declaration or through payment of any combination dividend on the Common Stock or any other series or class of cash and shares of stock ranking junior to the Series A Preferred Stock, cumulative dividends, payable quarterly. Dividends on the Series A Preferred Stock will be payable on a cumulative basis at an annual rate for the first two years after the Original Issue Date of 12% of the Stated Value per share and thereafter at the Corporation’s sole election, as provided pursuant to Section 4annual rate of 16% of the Stated Value per share. Dividends on the Series A Preferred Stock shall accrue and be payable quarterly cumulative from and including the date of issue in arrears at the case of the initial Dividend RatePeriod and thereafter from the first day of each succeeding Dividend Period, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on (A) each Dividend Payment Date, commencing September 15, 2016, (B) the Mandatory Conversion Date and (commencing C) the Redemption Date; provided, however, that if any Dividend Payment Date is not a Business Day, then the dividend which would otherwise have been payable on [●], 2017) to the Holders as they appear such Dividend Payment Date may be paid on the Corporation’s stock register at next succeeding Business Day, in each case with the Close of Business same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on the relevant amount so payable from such Dividend Record DatePayment Date to such next succeeding Business Day. Dividends The amount of any dividend payable on the Series A Preferred Stock for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) partial Dividend Period shall be prorated and computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stockholder records of the Company at the close of business on the applicable Dividend Record Date.
(b) If Dividends shall be payable in cash or, at the election of the Company (the “PIK Election”) the Company may (subject to the Company having sufficient shares of Series A Preferred Stock available for issuance) pay dividends by delivery of additional shares of Series A Preferred Stock (“PIK Shares”); provided that if during the first two years after the Original Issue Date the Company fails to pay in respect of any Dividend Payment Date falls on dividend period a day dividend at the annual rate of at least 8% of the Stated Value per share in cash, in addition to paying a sufficient number of PIK Shares so that is not a Business Day, the sum of the cash dividends and PIK Shares paid in respect of such period equals 12% per annum the Company will issue PIK Shares in an amount equal to the product of the proportion of the required payment will be made on 8% per annum cash dividend not paid times 3% per annum. Thus, if no cash is paid in respect of a dividend due in the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may befirst two years, in respect of that dividend period the delayCompany will issue PIK Shares at the rate of 15% per annum of the Stated Value per share. Thereafter if the Company fails to pay at least 10% of the dividend payable in respect of any dividend period in cash, in addition to paying a sufficient number of PIK Shares so that the sum of the cash dividends and PIK Shares paid equals 16% per annum, the Company will issue PIK Shares in in an amount equal to the product of the proportion of the required 10% per annum cash dividend not paid times 3% per annum. Thus, if no cash is paid in respect of a dividend due after the first two years respect of that dividend period the Company will issue PIK Shares at the rate of 19% per annum of the Stated Value per share.
(c) No If the Company shall make the PIK Election with respect to the dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of payable on the Series A Preferred Stock with respect as of any Dividend Payment Date, it shall deliver to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or each holder of shares of Series A Preferred Stock within ten (10) business days following such Dividend Payment Date a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for equal to (A) the payment of aggregate dividend payable to such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any holder with respect to the shares of Series A Preferred Stock remain outstandingheld by such holder as of the Dividend Record Date preceding such Dividend Payment Date divided by (B) the Stated Value per share of the Series A Preferred Stock as of such Dividend Record Date. For purposes of determining the dividends payable on PIK Shares, no PIK Shares shall be deemed to have been issued as of the applicable Dividend Payment Date.
(d) If the Company pays less than the required 8% or 10% of the dividends for any Dividend Period in cash, it shall not declare or other distributions pay any cash dividends on its Common Stock until the next Dividend Period.
(other than (xe) in Notwithstanding anything contained herein to the case contrary, dividends on the Series A Preferred Stock shall accrue whether or not the Company has earnings, whether or not there are funds legally available for the payment of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid uponsuch dividends, or set apart whether or not such dividends are authorized or declared.
(f) Except as provided in Section 4(g) below and except for payment uponPermitted Distributions, any Parity the Company shall not (unless full cumulative dividends on the Series A Preferred 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods past Dividend Periods shall have been or contemporaneously are declared and paid in full oncash or PIK Shares): (i) (A) declare and pay or declare and set aside for payment of dividends in respect of the Common Stock or any other security junior in right of payment to the Series A Preferred Stock, or a sufficient sum (B) declare and make any distribution of cash or number of other property, directly or indirectly, in each case, on or with respect to any shares of the Common Stock or shares of any other class or series of the capital stock of the Company ranking, as to dividends, junior to the Series A Preferred Stock Stock, for any period; or (ii) redeem, purchase or otherwise acquire for any consideration, or make any other distribution of cash or other property, directly or indirectly, on or with respect to, or pay or make available any monies for a sinking fund for the payment thereof is set apart redemption of, any Common Stock or shares of any other class or series of capital stock of the Company ranking, as to dividends and upon liquidation, junior to the Series A Preferred Stock.
(g) When dividends are not paid in full and a sum sufficient for such dividends upon, full payment is not so set aside upon the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any all dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on declared upon the Series A Preferred Stock and any each Parity Stock, dividends may Stock shall be declared and paid on the Series A Preferred Stock and such Parity Stock so long as the dividends are declared and paid pro rata so that the amounts amount of dividends declared per share on the shares of Series A Preferred Stock and shares each class or series of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid accrued dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares such other class or series of such Parity Stock (which shall not include any accrual in respect of unpaid dividends on such other class or series of Parity Stock for prior Dividend Periods if such other class or series of Parity Stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in proportion to their respective liquidation preferenceslieu of interest, shall be payable in respect of any dividend payment or payments on the Series A Preferred Stock which may be in arrears.
(eh) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend dividend, whether payable in cash, property or shares of capital stock, in excess of full cumulative dividends.
(f) Holders at dividends on the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock as provided herein. Any dividend payment made on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during shall first be credited against the period between the Close of Business on any Dividend Record Date and the Close of Business earliest accrued but unpaid dividends due with respect to such shares which remain payable. Accrued but unpaid dividends on the Conversion Date or the Mandatory Conversion Date, Series A Preferred Stock will accumulate as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividendsDividend Payment Date on which they first become payable.
Appears in 1 contract
Samples: Securities Purchase Agreement (Air Industries Group)
Dividends. (a) Subject to the rights of The holders of Senior Stock, Holders shares of Series D Preferred Stock shall be entitled to receive, when, as and if declared by the Board out of funds in preference to all of the Corporation legally available for paymentCorporation’s common stock, $0.001 par value per share (the “Common Stock”), issued previously or hereafter, a 7.0% per annum dividend on the Original Issue Price of each share of Series D Preferred Stock held by such holder that is cumulative dividends at the Dividend Rate, and payable in cash, by delivery kind per share in such number of shares of Series A D Preferred Stock or through any combination determined using a price per share equal to $11.0741176 per share (adjusted appropriately for stock splits, stock dividends, recapitalizations, consolidations, mergers, reclassifications and the like with respect to the Series D Preferred Stock) (the “Original Issue Price’’) and calculated on actual number of cash and days elapsed in a year of 365 days. In lieu of the issuance of a fractional share of Series D Preferred Stock as a dividend, the Corporation shall issue a whole share of Series D Preferred Stock (rounded to the nearest whole share), determined on the basis of the total number of shares of Series A D Preferred Stock at held by the Corporation’s sole election, as provided pursuant holder with respect to Section 4which such dividends are being calculated. Such dividends will be cumulative and compound on a quarterly basis to the extent not paid for any reason. Dividends on will accrue and be cumulative from the date that the Series A D Preferred Stock shall be payable quarterly in arrears at is issued under the Dividend RateCertificate of Designation, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be has earnings or profits, whether or not there are funds of the Corporation legally available for the payment of such dividends and whether or not such dividends are declared or paid. Quarterly dividends will be paid on the last business day of the fiscal quarter (iii) the Corporation declares the payment of dividends“Payment Date”). Dividends paid in an amount less than the total amount of such accrued dividends at the time shall be payable quarterly in arrears allocated pro rata on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register a share-by-share basis among all shares of Series D Preferred Stock at the Close time outstanding. The record date for determination of Business on the relevant Dividend Record holders of Series D Preferred Stock entitled to receive payment of a dividend thereon shall be fifteen (15) days before the Payment Date, or such other date that the Corporation establishes no less than ten (10) days and no more than thirty (30) days preceding the Payment Date. Dividends payable for In addition, if and when any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid uponby the Board of Directors with respect to the Common Stock, or any sum the Board of cash set apart for Directors shall also declare and pay the payment of dividends upon, any outstanding same dividend on each share of the Series A D Preferred Stock with respect then outstanding on an as-if-converted to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Common Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stockbasis.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Samples: Restructuring and Exchange Agreement (Yuma Energy, Inc.)
Dividends. (a) Subject to the rights Holders of holders shares of Senior Stock, Holders Series B Convertible Preferred Stock shall be entitled to receive, when, as and if when declared by the Board of Directors, out of funds and assets of the Corporation Company legally available for paymenttherefore, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date an annual dividend (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed calculated on the basis of a 360-day year consisting the redemption price of twelve 30-day months.
$5.00 per share of Series B Convertible Preferred Stock) of fifteen (b15%) If any Dividend Payment Date falls percent per annum, payable on a calendar quarter basis on or before the 20th day that is not a Business Dayfollowing each calendar quarter for the quarter just ended quarter, the required payment will be made to stockholders of record on the next succeeding Business Day and no interest or respective record dates (which shall be the tenth day of the last month for the calendar quarter just ended. Notwithstanding anything herein to the contrary, at the option of the Company, any dividends on such payment will accrue the Series B Convertible Preferred Stock may be paid either in cash or accumulate, as the case may be, in respect kind and if paid in kind each share of the delay.
(c) No dividend Series B Convertible Preferred Stock to be received shall be declared or valued at $5.00 per share for purposes of such dividend payment. No fractional shares shall be issued for dividends paid upon, or in kind and such dividends to be paid to any sum shareholder shall be rounded up to the next whole share of cash set apart for the payment of dividends upon, any outstanding Series B Convertible Preferred Stock. Dividends on each share of the Series A B Convertible Preferred Stock shall accrue and be cumulative from the date of issue and shall be appropriately prorated with respect to any the period between such date of issue and the first dividend period unless all accumulated payment date. Accumulations of dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) shall not bear interest. So long as any shares of Series A B Convertible Preferred Stock remain are outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock Company shall not declare and (z) cash in lieu of fractional shares) may be declared, made or paid upon, pay or set apart for payment uponany dividends or make any other distribution on the Common Stock and shall not redeem, retire, purchase or otherwise acquire, any Parity Stock shares of common 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiariespreferred stock, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum at the time of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of making such declaration, payment, distribution, redemption, retirement, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or acquisition dividends on all outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A B Convertible Preferred Stock and shares of such Parity Stock shall in for all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.past
Appears in 1 contract
Dividends. (a) Subject to the prior preferences and other rights of holders of any Senior Stock, Holders but before payment of any dividends or other distributions to holders of Junior Stock (excluding dividends or other distributions to holders of Junior Stock payable exclusively in Junior Stock or rights to purchase Junior Stock), the holders of Series A Preferred Stock shall be entitled to receive, whenon a pari passu basis, as a cumulative cash dividend in an amount equal to three percent (3%) of the Subscription Price per share, which shall be deemed accrued on June 30, and if December 31 of each year regardless of whether declared by the Board out of Directors. The dividend shall be paid, from funds legally available for such purpose, in two semi-annual installments on January 31 and July 31 of each year, or if such day is not a Business Day, on the next Business Day. Each such dividend shall be paid to the holders of record of the Series A Preferred Stock as their names appear on the share register of the Corporation legally available for paymenton June 30, cumulative and December 31 of each year, as applicable, or, if a different date is designated by the Board of Directors with respect to the dividend payable, on the last Business Day immediately before the date on which the dividend is required to be paid.
(b) Any dividends at or distributions declared and paid or distributed with respect to Junior Stock (other than dividends or distributions in shares of Junior Stock resulting in an adjustment to the Dividend Rate, payable Conversion Price under Section 4(g)) shall likewise be declared and paid or distributed to holders of Series A Preferred Stock such that all holders of Junior Stock and Series A Preferred Stock shall receive such dividends or distributions in cash, proportion to the number of shares of Junior Stock that would be held by delivery of each such holder if all shares of Series A Preferred Stock were converted to Common Stock (or through any combination such other series of cash and shares of Series A Preferred Stock Junior Stock, if applicable) at the Corporation’s sole election, Conversion Price in effect as provided pursuant of the record date for the determination of holders of Common Stock entitled to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, orreceive such dividend or distribution (or such other series of Junior Stock, if no dividends have been paid, from applicable); provided that the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements Board of Directors shall set the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available same record date for the payment determination of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares holders of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a and Junior Stock entitled to receive such dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferencesdistribution.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Biotime Inc)
Dividends. (a) Subject to the rights Holders of holders outstanding shares of Senior Stock, Holders Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of Corporation funds legally available therefor, noncumulative dividends in arrears, payable semi-annually on each Dividend Payment Date beginning on the Dividend Payment Commencement Date until the Conversion Date, at the following respective rates during each of the Corporation legally available following respective periods (each rate expressed as an annual rate on the applicable per share Liquidation Amount):
(i) 5.0% per annum for payment, cumulative dividends at the Dividend RatePeriod beginning on the Issue Date;
(ii) 7.0% per annum for the Dividend Period beginning on the first Dividend Payment Date; and
(iii) 9.0% per annum for the dividends accruing during all Dividend Periods beginning on or after the third Dividend Payment Date. Following the Conversion Date, no dividends shall be payable in cashor shall accrue on outstanding shares of Series A Preferred Stock. If any Dividend Payment Date is not a Business Day, by delivery the dividend payable on such date shall be paid on the next succeeding Business Day without adjustment and without interest. Accumulations of dividends on shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Datebear interest. Dividends payable for any period less other than a full quarterly dividend period Dividend Period (based upon on the number of actual days elapsed during the period) shall be computed on the basis of days elapsed over a 360-day year consisting of twelve 30-day months.
(b) If any Dividends on the Series A Preferred Stock are not cumulative. To the extent that the Corporation’s Board of Directors does not declare and pay dividends on the Series A Preferred Stock for a Dividend Period prior to the related Dividend Payment Date, in full or otherwise, such unpaid dividend shall not accrue and shall not be payable. The Corporation shall have no obligation to pay dividends for such Dividend Period after the Dividend Payment Date falls on a day that is for such Dividend Period or to pay interest (or any other sum of money in lieu of interest) with respect to such scheduled, but missed dividends, whether or not a Business Day, the required payment will be made Corporation declares dividends on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delaySeries A Preferred Stock for any subsequent Dividend Period.
(c) No So long as any share of Series A Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its subsidiaries unless all dividends on all outstanding share shares of the Series A Preferred Stock with respect to for any dividend period unless all accumulated dividends for all preceding dividend periods Dividend Period have been declared and paid upon, in full (or have been declared and a sum sufficient sum in cash or number for the payment thereof has been set aside for the benefit of the Holders of shares of Series A Preferred Stock have been set apart for on the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisitionapplicable Record Date). The foregoing limitation shall not apply to:
to (i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights or Junior Stock in connection with a stockholdersshareholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholdersshareholders’ rights plan; orand (ii) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than for the beneficial ownership by the Corporation or any of its subsidiaries), including as trustees or custodians.
(vd) When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the deemed purchase or acquisition benefit of fractional interests the Holders thereof on the applicable Record Date) on any Dividend Payment Date (or, in shares the case of Parity Stock or Junior Stock pursuant having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if Dividend Payment Date) in full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 upon shares of Series A Preferred Stock and any shares of such Parity Stock shall in Stock, all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) declared on the shares of Series A Preferred Stock and shares of all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as full dividends payable on the Series A Preferred Stock for such Dividend Period and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to the dividends being declared by the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, in proportion the Corporation will provide written notice to their respective liquidation preferencesthe Holders of shares of Series A Preferred Stock prior to such Dividend Payment Date.
(e) If the Conversion Date is on or prior to the Dividend Payment Commencement Date, no Holder of shares of Series A Preferred Stock will have any right to receive any dividends on the Series A Preferred Stock with respect to such Dividend Period, whether upon the Conversion or otherwise.
(f) All dividends on shares of Series A Preferred Stock shall be paid solely in cash.
(g) Prior to the Conversion Date, shares of Common Stock and, as applicable, shares of Nonvoting Common Stock, issuable upon such Conversion shall not be deemed outstanding for any purpose, and Holders of shares of Series A Preferred Stock shall not be entitled have no rights as holders or otherwise with respect to the Common Stock or, if applicable, Nonvoting Common Stock (including voting rights, rights to respond to tender offers for the Common Stock and rights to receive any dividend dividends or other distributions on the Common Stock or Nonvoting Common Stock other than as expressly set forth in excess Section 4(a)) by virtue of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective holding shares of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectivelyStock.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in any such dividends.
Appears in 1 contract
Dividends. (a) Subject to the rights of 2.1 The holders of Senior Stock, Holders shares of this Series shall be entitled to receivereceive dividends, whenif, as and if when declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day months.
(b) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the BoardDirectors, out of funds legally available therefor, payable on such dates as may be set by the Board of Directors for paymentpayment of cash dividends on the Common Stock (each such date being referred to herein as a "Dividend Payment Date"), in cash, in an amount per share equal to the product of (i) the Formula Number in effect as of such Dividend Payment Date multiplied by (ii) the amount of the regularly scheduled cash dividend payment to be paid on their respective shares one share of Series A Preferred Common Stock on the corresponding such Dividend Payment Date; provided, however, that dividends on the shares of this Series A Preferred Stock surrendered for conversion during shall be payable pursuant to this Section 2.1 only to the period between extent that regularly scheduled cash dividends are declared and paid on the Close of Business Common Stock. As used herein, the "Formula Number" shall initially be 1,000, which shall be adjusted from time to time pursuant to Section 2.4 hereof. The dividends payable on any Dividend Record Payment Date and shall be paid to the Close holders of Business record of shares of this Series at the close of business on the Conversion record date for the related regularly scheduled cash dividend on the Common Stock (each such date being referred to herein as a "Record Date"). The amount of dividends that are paid to each holder of record on any Dividend Payment Date shall be rounded to the nearest cent.
2.2 In case the Corporation shall at any time distribute (other than a distribution in liquidation of the Corporation) to the holders of its shares of Common Stock any assets or property, including evidences of indebtedness or securities of the Mandatory Conversion DateCorporation (other than Common Stock subject to a distribution or reclassification covered by Section 2.4 hereof) or of any other Person (including common stock of such Person) or cash (but excluding regularly scheduled cash dividends payable on shares of Common Stock) or in case the Corporation shall at any time distribute (other than a distribution in liquidation of the Corporation) to such holders rights, as applicableoptions or warrants to subscribe for or purchase shares of Common Stock (including shares held in the treasury of the Corporation), shall only or rights, options or warrants to subscribe for or purchase any other security or rights, options or warrants to subscribe for or purchase any assets or property (in each case, whether of the Corporation or otherwise, but other than any distribution of rights to purchase securities of the Corporation if the holder of shares of this Series would otherwise be entitled to receive such rights upon conversion of shares of this Series for Common Stock pursuant to Section 3 hereof; provided, however, that if such rights are subsequently redeemed by the dividends accrued and unpaid through Corporation, such redemption shall be treated for purposes of this Section 2.2 as a cash dividend (but not a regularly scheduled cash dividend) on the Conversion Date Common Stock), the Corporation shall simultaneously distribute such assets, property, securities, rights, options or the Mandatory Conversion Date, respectively.
(g) Subject warrants to the foregoingholders of shares of this Series on the record date fixed for determining the holders of Common Stock entitled to participate in such distribution (or, if no such record date shall be established, the effective time thereof) in an amount per share of this Series equal to the amount that a holder of one share of this Series would have been entitled to receive had such share of this Series been converted into Common Stock immediately prior to such record date (or effective time). In the event of a distribution to holders of shares of this Series pursuant to this Section 2.2, such dividends holders shall be entitled to receive fractional shares or interests only to the extent that holders of Common Stock are entitled to receive the same. The holders of shares of this Series on the applicable record date (or effective time) shall be entitled to receive in lieu of such fractional shares or interests the same consideration as is payable to holders of Common Stock with respect thereto. If there are no fractional shares or interests payable to holders of Common Stock, the holders of shares of this Series on the applicable record date (or effective time) shall receive in cash, securities lieu of such fractional shares or other property) interests the fair value thereof as may be determined by the Board may of Directors.
2.3 In the event that the holders of Common Stock are entitled to make any election with respect to the kind or amount of securities or other property receivable by them in any distribution that is subject to Section 2.2 hereof, the kind and amount of securities or other property that shall be declared and paid distributable to the holders of shares of this Series shall be based on any (i) the election, if any, made by the holder of record (as of the Corporation’s securitiesdate used for determining the holders of Common Stock entitled to make such election) of the largest number of shares of this Series in writing to the Corporation on or prior to the last date on which a holder of Common Stock may make such an election or (ii) if no such election is timely made, including an assumption that such holder failed to exercise any such rights (provided that if the kind or amount of securities or other property is not the same for each nonelecting holder, then the kind and amount of securities or other property receivable by holders of shares of this Series shall be based on the kind or amount of securities or other property receivable by a plurality of the shares held by the nonelecting holders of Common Stock). Concurrently with the mailing to holders of Common Stock of any document pursuant to which such holders may make an election of the type referred to in this Section 2.3, the Corporation shall mail a copy thereof to the holders of record of shares of this Series as of the date used for determining the holders of record of Common Stock entitled to such mailing, which document shall be used by the holders of record of shares of this Series to make such an election.
2.4 The Formula Number shall be adjusted from time to time out as follows, whether or not any shares of funds legally available this Series have been issued by the Corporation, for events occurring on or after [ ]:
(a) In case the Corporation shall (i) pay a dividend in shares of its Common Stock, (ii) combine its outstanding shares of Common Stock into a smaller number of shares, (iii) subdivide its outstanding shares of Common Stock or (iv) reclassify (other than by way of a merger or consolidation that is subject to Section 3.6 hereof) its shares of Common Stock, then the Formula Number in effect immediately before such event shall be appropriately adjusted so that immediately following such event the holders of shares of this Series shall be entitled to receive upon conversion thereof the kind and amount of shares of Capital Stock of the Corporation which they would have owned or been entitled to receive upon or by reason of such event if such shares of this Series had been converted immediately before the record date (or, if no record date, the effective date) for such paymentevent (it being understood that any distribution of cash or Capital Stock (other than Common Stock) that shall accompany a reclassification of the Common Stock, shall be subject to Section 2.2 hereof rather than this Section 2.4(a)). An adjustment made pursuant to this Section 2.4(a) shall become effective retroactively immediately after the record date in the case of a dividend or distribution and shall become effective retroactively immediately after the Holders effective date in the case of a subdivision, combination or reclassification. For the purposes of this Section 2.4(a), in the event that the holders of Common Stock are entitled to make any election with respect to the kind or amount of securities receivable by them in any transaction that is subject to this Section 2.4(a) (including any election that would result in all or a portion of the transaction becoming subject to Section 2.2 hereof), the kind and amount of securities that shall be distributable to the holders of shares of this Series shall be based on (i) the election, if any, made by the holder of record (as of the date used for determining the holders of Common Stock entitled to make such election) of the largest number of shares of this Series in writing to the Corporation on or prior Insert the date of filing of the Certificate or the relevant effective time. to the last date on which a holder of Common Stock may make such an election or (ii) if no such election is timely made, an assumption that such holder failed to exercise any such rights (provided that if the kind or amount of securities is not the same for each nonelecting holder, then the kind and amount of securities receivable shall be based on the kind or amount of securities receivable by a plurality of nonelecting holders of Common Stock). Concurrently with the mailing to holders of Common Stock of any document pursuant to which such holders may make an election of the type referred to in this Section 2.4(a), the Corporation shall mail a copy thereof to the holders of record of shares of this Series as of the date used for determining the holders of record of Common Stock entitled to such mailing, which document shall be used by the holders of record of shares of this Series to make such an election.
(b) The Corporation shall be entitled to make such additional adjustments in the Formula Number, in addition to those required by Section 2.4(a) hereof as shall be necessary in order that any dividend or distribution in Common Stock or any subdivision, reclassification or combination of shares of Common Stock referred to above, shall not be entitled taxable to participate the holders of Common Stock for United States Federal income tax purposes, so long as such additional adjustments pursuant to this Section 2.4(b) do not decrease the Formula Number.
(c) All calculations under this Section 2 and Section 3 hereof shall be made to the nearest cent, one-hundredth of a share or, in the case of the Formula Number, one hundred-thousandth. Notwithstanding any other provision of this Section 2.4, the Corporation shall not be required to make any adjustment of the Formula Number unless such dividendsadjustment would require an increase or decrease of at least one percent (1%) of the Formula Number. Any lesser adjustment shall be carried forward and shall be made at the time of and together with the next subsequent adjustment that, together with any adjustment or adjustments so carried forward, shall amount to an increase or decrease of at least one percent (1%) of the Formula Number. Any adjustments under this Section 2.4 shall be made successively whenever an event requiring such an adjustment occurs.
(d) Promptly after an adjustment in the Formula Number is required, the Corporation shall provide written notice to each of the holders of shares of this Series, which notice shall state the adjusted Formula Number.
(e) If a distribution is made in accordance with the provisions of Section 2.2 hereof, anything in this Section 2.4 to the contrary notwithstanding, no adjustment pursuant to this Section 2.4 shall be effected by reason of the distribution of such assets, property, securities, rights, options or warrants or the subsequent modification, exercise, expiration or termination of such securities, rights, options or warrants.
Appears in 1 contract
Samples: LMC Agreement (Time Warner Inc)
Dividends. (a) Subject to From and after the rights of holders of Senior StockIssue Date, Holders shall be entitled to receive, whenon a non-cumulative basis, cash dividends for each outstanding Series F Preferred Share, if, when and as authorized and if declared by the Board of Directors, at the rate of 2% per annum and no more, out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date as to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or dividends.
(iiib) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears semi-annual installments on [●] and [●] of each year (each, a “Dividend Payment Date (Date”), commencing on [●], 2017) 2015. Each dividend will be payable to the Holders of record as they appear in the stock register of the Corporation at the close of business on the Corporation’s stock register at first day of the Close of month, whether or not a Business on Day, in which the relevant Dividend Payment Date occurs (each, a “Record Date”). Each period from and including a Dividend Payment Date (or the Issue Date) to but excluding the following Dividend Payment Date is herein referred to as a “Dividend Period.”
(c) Dividends payable for any period less than a full quarterly dividend period (based Dividend Period will be computed as simple interest upon the number of days elapsed during the period) shall be computed Liquidation Preference on the basis of a 360-day year consisting of twelve 30-day months.
(b) . If any a scheduled Dividend Payment Date falls on a day that is not a Business Day, the required payment dividend will be made paid on the next succeeding Business Day as if it were paid on the scheduled Dividend Payment Date, and no interest or dividends on such payment other amount will accrue on the dividend so payable for the period from and after that Dividend Payment Date to the date the dividend is paid. No interest or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment money in lieu of dividends upon, any outstanding share of the Series A Preferred Stock with respect to interest will be paid on any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and payment on Series B Preferred Shares paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for later than the payment of such dividends upon, all outstanding shares of Series A Preferred Stockscheduled Dividend Payment Date.
(d) Dividends on the Series F Preferred Shares are not cumulative. If the Board of Directors does not authorize and declare a dividend on the Series F Preferred Shares for a Dividend Period, or if the Board of Directors authorizes and declares less than a full dividend in respect of any Dividend Period, such dividends will not accrue and cumulate from such scheduled Dividend Payment Date and shall not be payable in arrears.
(e) So long as any shares of Series A F Preferred Stock remain Share remains outstanding, (1) no dividends dividend shall be declared and paid or other distributions set aside for payment and no distribution shall be declared and made or set aside for payment on any Junior Securities (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock Securities) and (z2) cash in lieu no shares of fractional shares) may Junior Securities shall be declaredpurchased, made or paid upon, or set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased redeemed 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 the Corporation Corporation, directly or on behalf indirectly (other than (a) as a result of a reclassification of Junior Securities for or into other Junior Securities or the Corporation exchange or by any conversion of one share of Junior Securities for or into another share of Junior Securities, (b) repurchases in support of the Corporation’s Subsidiariesemployee benefit and compensation programs and (c) through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Securities), unless all accumulated and unpaid unless, in each case, the full dividends for the most recent Dividend Period on all preceding dividend periods outstanding Series F Preferred Shares and Parity Securities have been paid or contemporaneously are declared and paid in full on, or a sum sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is has been set apart aside. Subject to the succeeding sentence, for such so long as any Series F Preferred Shares remain outstanding, no dividends upon, the Series A Preferred Stock and shall be declared or paid or set aside for payment on any Parity Stock Securities for any period unless full dividends on all outstanding Series F Preferred Shares for the then-current Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside for all dividend payment periods ending on or prior to outstanding Series F Preferred Shares. To the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in extent the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any Corporation declares dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A F Preferred Stock Shares and on any Parity StockSecurities but does not make full payment of such declared dividends, dividends may be declared and paid the Corporation shall allocate the dividend payments on a pro rata basis among the holders of the Series A F Preferred Stock Shares and such the holders of any Parity Stock so long as Securities then outstanding. For purposes of calculating the dividends are declared and paid pro rata allocation of partial dividend payments, the Corporation shall allocate those payments so that the respective amounts of dividends declared per share on those payments bear the shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear same ratio to each other the same ratio that accumulated as all declared and unpaid dividends per share (whether or not declared) on the shares of Series A F Preferred Stock Shares and shares of such all Parity Stock Securities bear to each other, in proportion . The Corporation is not obligated to their respective liquidation preferences.
(e) pay Holders of shares of the Series A F Preferred Stock shall not be entitled to Shares any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock dividends on the corresponding Dividend Payment Date; provided, however, Series F Preferred Shares that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, are payable as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) described herein. Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities stock or other propertyotherwise) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any of the Corporation’s securities, including Common Stock, Junior Securities from time to time out of funds any assets legally available for such paymenttherefor, and the Holders Series F Preferred Shares shall not be entitled to participate in any such dividendsdividend.
(f) Payments of cash for dividends will be delivered to the Holder by check or, at any time that Series F Preferred Shares are held by book-entry with DTC or any successor Depositary, through a book-entry transfer through DTC or such successor Depositary.
Appears in 1 contract
Dividends. (a) Subject Upon the grant of Common Shares pursuant to Section 2(b)(ii), the rights of holders of Senior Stock, Holders Grantee shall be entitled to receive, whenfor each Common Share granted, as an amount equal to the per share amount of all dividends declared with respect to Common Shares with a record date on or after the Effective Date to and if declared by including the Board out of funds date of the Corporation legally available for payment, cumulative dividends at Termination of Employment of the Dividend Rate, payable in cash, by delivery Grantee. After the date of shares grant of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided Common Shares pursuant to Section 4. Dividends on 2(b)(ii), the Series A Preferred Stock holder of such Common Shares shall be payable quarterly entitled to receive dividends in arrears at the Dividend Rate, and shall accumulate on a daily basis from the most recent date same manner as dividends are paid to which dividends have been paid, or, if no dividends have been paid, from the Initial Issue Date (whether or not (i) in any dividend period or periods any agreements all other holders of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends). Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on [●], 2017) to the Holders as they appear on the Corporation’s stock register at the Close of Business on the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) shall be computed on the basis of a 360-day year consisting of twelve 30-day monthsCommon Shares.
(b) If any Dividend Payment Date falls on a day that is not a Business DayUpon the grant of Common Shares pursuant to Section 2(b)(iii), the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(c) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been declared and paid upon, or a sufficient sum in cash or number of shares of Series A Preferred Stock have been set apart for the payment of such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series A Preferred Stock 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 shares of Series A Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) on the shares of Series A Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(e) Holders of shares of Series A Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(f) Holders at the Close of Business on a Dividend Record Date Grantee shall be entitled to receive, whenfor each Common Share granted, as an amount equal to the per share amount of all dividends declared with respect to Common Shares with a record date on or after the Effective Date to and if declared by including the Board, out date of funds legally available for paymentthe Change in Control. After the date of grant of the Common Shares pursuant to Section 2(b)(iii), the dividend payment on their respective shares holder of Series A Preferred Stock on the corresponding Dividend Payment Date; provided, however, that shares of Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, such Common Shares shall only be entitled to receive dividends in the same manner as dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectivelyare paid to all other holders of Common Shares.
(gc) Subject Upon grant of the Restricted Shares pursuant to Section 3(a), the Grantee shall be entitled to receive, for each of the Restricted Shares (whether vested or unvested), an amount in cash equal to the foregoingper share amount of all dividends declared with respect to the Common Shares with a record date on or after the Effective Date and before the Share Issuance Date (other than those with respect to which an adjustment was made pursuant to Section 6).After the Share Issuance Date, the holder of NY\7553013.2 Restricted Shares (whether vested or unvested) shall be entitled to receive the per share amount of any dividends declared with respect to Common Shares for each Restricted Share (whether vested or unvested) held on the record date of each such dividend and each such dividend shall be paid in the same manner as dividends are paid to the holders of Common Shares.
(payable d) Except as provided in cashthis Section 4, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders Grantee shall not be entitled to participate receive any payments in lieu of or in connection with dividends with respect to any such dividendsNotional Units and/or Restricted Shares.
Appears in 1 contract
Samples: Notional Unit Award Agreement (Tanger Properties LTD Partnership /Nc/)
Dividends. (a) Subject to the rights The Holders of holders of Senior Stock, Holders shall be entitled to receive, when, as and if declared by the Board out of funds of the Corporation legally available for payment, cumulative dividends at the Dividend Rate, payable in cash, by delivery of outstanding shares of Series A Preferred Stock or through any combination of cash and shares of Series A Preferred Stock at the Corporation’s sole election, as provided pursuant to Section 4. Dividends on the Series A Preferred Stock shall be payable quarterly in arrears at entitled to receive to the fullest extent permitted by Law, with respect to each Dividend RatePeriod, paid-in-kind preferential cumulative dividends by the issuance of additional shares of the Series A Preferred Stock on each Dividend Payment Date. Notwithstanding anything to the contrary herein, from and after the date of issuance of each share of the Series A Preferred Stock, paid-in-kind preferential cumulative dividends shall accumulate on a daily basis in arrears during each Dividend Period at the Dividend Rate in effect from time to time on the most recent date as to which dividends have been paidthen-current Liquidation Preference of each such share, or, if no dividends have been paid, from the Initial Issue Date (whether or not such dividends are earned or are declared by the Board of Directors or the Company is permitted by Law to pay dividends (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends“Dividends”), (ii) there and, if declared, shall be earnings or funds due and payable in the form of additional shares of Series A Preferred Stock on the Corporation legally available for the payment of Dividend Payment Date with respect to such dividends or (iii) the Corporation declares the payment of dividends)Dividend Period in accordance with this Section 5. Dividends shall be payable quarterly in arrears on On each Dividend Payment Date (commencing on [●]Date, 2017) each Holder of outstanding shares of the Series A Preferred Stock shall receive a number of additional shares of the Series A Preferred Stock with an aggregate Liquidation Preference equal to the Holders as they appear aggregate amount of Dividends accumulated on the Corporation’s stock register at shares of such Holder for the Close of Business on applicable Dividend Period and the relevant Dividend Record Date. Dividends payable for any period less than a full quarterly dividend period (based upon the number of days elapsed during the period) Company shall be computed required to declare such Dividends and pay such Dividends in kind on such Dividend Payment Date; provided that each such share of the basis Series A Preferred Stock issued as a Dividend shall have a Liquidation Preference equal to the then-current Liquidation Preference of a 360-day year consisting each existing share of twelve 30-day months.
(b) If the Series A Preferred Stock. Notwithstanding anything to the contrary herein, the Company may not declare or pay any Dividend Payment Date falls on a day that or make any other payment to the extent such Dividend or other payment is not a Business Daypermitted by Law. Notwithstanding anything to the contrary herein, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in if any Dividends with respect of the delay.
(c) No dividend shall be declared or paid upon, or to any sum of cash set apart for the payment of dividends upon, any outstanding share shares of the Series A Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been Dividend Period are not declared and or are declared but not paid uponbecause such declaration or payment would not be permitted by Law, or a sufficient sum in cash if such Dividends are not declared (or number are declared but not paid) for any other reason, then, such Dividends shall (whether or not earned or declared) compound on the applicable Dividend Payment Date with respect to such Dividend Period and shall automatically be added (and be deemed to be added) to the Liquidation Preference of each such share of the Series A Preferred Stock as of such Dividend Payment Date (“Compounded Dividends”). In any event, the Company shall take all actions necessary to ensure that any Compounded Dividends are accurately reflected and recorded on the books and records of each of the Transfer Agent and DTC and otherwise accrue to the benefit of each Beneficial Owner of shares of the Series A Preferred Stock, including (i) directing the Transfer Agent to record the applicable increase in the Liquidation Preference of each share of Series A Preferred Stock on its books and records and (ii) ensuring that the CUSIP numbers and each other security identifier associated with each share of Series A Preferred Stock reflect any Compounded Dividends, which action shall include, to the extent necessary, procuring additional or replacement CUSIP numbers or other security identifiers. Solely on any Dividend Payment Date when the Liquidation Preference of any then-outstanding shares of the Series A Preferred Stock includes any Compounded Dividends, the Company shall, immediately prior to issuing the shares issuable in respect of the accumulated and unpaid Dividends as of such Dividend Payment Date, issue to each Holder with respect to each share of the Series A Preferred Stock of such Holder additional shares of the Series A Preferred Stock with an aggregate Liquidation Preference in an amount equal to the aggregate amount of Compounded Dividends on all such shares of the Series A Preferred Stock (if such issuance is permitted by Law and would not cause an Extraordinary Dividend as described in Section 5(b)); provided that each such share of the Series A Preferred Stock issued for the purpose of reducing Compounded Dividends shall have a Liquidation Preference equal to the Liquidation Preference that each share of the Series A Preferred Stock would have immediately after giving effect to such issuance of shares of the Series A Preferred Stock reducing Compounded Dividends on each share of the Series A Preferred Stock to zero; provided, further that the Company shall issue such shares in respect of the Compounded Dividends only on any Dividend Payment Date and only if such issuance of shares shall reduce the amount of aggregate Compounded Dividends on all shares of the Series A Preferred Stock to zero. The issuance of shares to reduce Compounded Dividends described in the immediately preceding sentence is referred to in this Certificate of Designations as a “Compounded Dividends Reduction.” Upon a Compounded Dividends Reduction, the then-current Liquidation Preference of all applicable shares shall be reduced by the amount of the corresponding Compounded Dividends with respect to which additional shares of the Series A Preferred Stock have been set apart for issued pursuant to such Compounded Dividends Reduction. For the payment avoidance of doubt, the aggregate amount of accumulated Dividends required to be paid on a Dividend Payment Date on which a Compounded Dividends Reduction occurs shall not be affected by such dividends upon, all outstanding shares of Series A Preferred Stock.
(d) So long as any shares Compounded Dividends Reduction; provided that each share of Series A Preferred Stock remain outstanding, no dividends or other distributions (other than (x) issued on such Dividend Payment Date in respect of such accumulated Dividends shall have a Liquidation Preference equal to the case Liquidation Preference of Parity Stock, a dividend or distribution payable solely in shares each share of Parity Stock or Junior Stock, (y) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (z) cash in lieu of fractional shares) may be declared, made or paid upon, 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 the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full on, or a sufficient sum of cash or number of shares of Series A Preferred Stock for the payment thereof is set apart for such dividends upon, the Series A Preferred Stock and any Parity Stock for all dividend payment periods ending immediately following such Compounded Dividends Reduction. Dividends shall be calculated on or prior to the date basis of such declaration, payment, redemption, purchase or acquisitionactual days elapsed over a year of 360 days. The foregoing limitation Company shall not apply to:
(i) conversions into or exchanges for, (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of issue any fractional shares of Parity Stock or Junior Stock, and, (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series A Preferred Stock and any Parity Stockas part of the Dividends, dividends may be declared and paid on but shall instead issue a number of shares of the Series A Preferred Stock that is rounded up to the nearest whole number of shares from the number of shares that would otherwise be issuable. All accumulated Dividends shall be prior and such Parity in preference to any dividend on any Junior Stock so long as the and shall be fully declared and paid before any dividends are declared and paid pro rata so paid, or any other distributions or redemptions are made, on any Junior Stock (provided that nothing in this sentence shall restrict (x) the amounts declaration, making or payment of dividends declared per share on any dividend or other distribution that is made, and expressly permitted to be made, by the proviso to Section 9(a)(i) or (y) the purchase, repurchase, redemption, retirement or acquisition of any shares of Equity Interest that rank junior to the Series A Preferred Stock or any payment on account thereof, in each case to the extent made, and shares of such Parity Stock expressly permitted to be made, by the proviso to Section 9(a)(ii)). Except as set forth in Section 7(b), Dividends shall in all cases bear be payable to each other the same ratio that accumulated and unpaid dividends per share (whether or not declared) Holders as they appear on the stock record of the Company on the record date for such Dividends, which shall be the date that is 15 days prior to the applicable Dividend Payment Date, and which record date and Dividend Payment Date shall be declared by the Board of Directors during each Dividend Period on the date that is at least 20 days prior to the Dividend Payment Date and five days prior to the record date. If, as and when any such additional shares are issued hereunder, the Company shall take all action necessary to ensure such shares shall be duly authorized, validly issued and outstanding, fully paid and nonassessable, free and clear of Series A Preferred Stock all taxes, liens, charges and shares of such Parity Stock bear encumbrances with respect to each other, in proportion to their respective liquidation preferencesthe issuance thereof.
(eb) Holders of shares of Series A Preferred Stock Subject to Section 5(c), the Company shall not be entitled declare or pay any Dividend (which, for the avoidance of doubt, shall not include any deemed dividend under Section 305 of the Code) if such Dividend would, or would cause any Dividend made (or deemed made) during the two-year period beginning on the Closing Date to, in the reasonable good faith determination of the Company, constitute an “extraordinary dividend” to any dividend in excess Investor under Section 1059 of full cumulative dividends.
the Code (f) Holders at an “Extraordinary Dividend”); provided that any such undeclared or unpaid Dividends shall compound and be added to the Close then-current Liquidation Preference of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by each share of the Board, out of funds legally available for payment, the dividend payment on their respective shares of Series A Preferred Stock on the corresponding applicable Dividend Payment Date; provided, however, that shares Date as Compounded Dividends.
(c) Notwithstanding anything to the contrary contained in this Certificate of Designations or in any other Series A Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date Document, Section 5(b) shall not prohibit or restrict (and the Close of Business on the Conversion Date or the Mandatory Conversion Date, as applicable, shall only be entitled to the dividends accrued and unpaid through the Conversion Date or the Mandatory Conversion Date, respectively.
(g) Subject to the foregoing, such dividends (payable in cash, securities or other property) as may be determined by the Board may be declared and paid on any of the Corporation’s securities, including Common Stock, from time to time out of funds legally available for such payment, and the Holders shall not be entitled construed to participate prohibit or restrict) (x) any Optional Redemption or any payment made or declared in respect of any such dividendsshares of the Series A Preferred Stock in connection with any Optional Redemption (including any payment or declaration of accumulated and unpaid Dividends in connection with any Optional Redemption) or (y) any Material Event Offer or Material Event Redemption or any payment made or declared in respect of any shares of the Series A Preferred Stock in connection with any Material Event Offer or Material Event Redemption (including any payment or declaration of accumulated and unpaid Dividends in connection with any Material Event Redemption).
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