Mandatory Dividends. To the full extent of the assets and funds of the Corporation lawfully available therefor, the Board of Directors shall declare, and the Corporation shall pay to the holders of shares of Series B Preferred Stock (each a "Holder" and collectively, the "Holders"), as to each share, mandatory dividends at a rate of 7.50% per annum (such rate, the "Dividend Rate") of the sum of (i) the Share Purchase Price plus (ii) an amount equal to all Arrearages, if any, that are payable in respect of such share, whether or not such dividends are declared, payment of which shall be made in either (i) cash or (ii) additional shares of Series B Preferred Stock (or Series A Preferred Stock under the circumstances set forth in Section III.D below) (in either case, the "PIK Shares"), upon and pursuant to the determination of the Board of Directors pursuant to Section B of this Article III; provided, however, that prior to the earlier of the Class B Common Stock Authorization and the Majority Ownership Date, in the event that the Corporation pays any dividends or makes any other distributions on the shares of Common Stock during the period from the immediately prior Dividend Record Date to the Dividend Record Date that (assuming conversion of the Series B Preferred Stock to Common Stock) would, in the aggregate, exceed the amount payable on a share of Series B Preferred Stock pursuant to the Dividend Rate during such period, then, upon the request of the Holders of a majority of the shares of Series B Preferred then outstanding, the Corporation shall pay a mandatory dividend pursuant to this Section III.A, as to each share of Series B Preferred Stock, equal to the amount that the Holder of such share of Series B Preferred Stock would have been entitled to receive had the Holder of such share converted such share to Common Stock immediately prior to the record date of the dividends or distributions to the holders of the Common Stock during such period in lieu of the amount payable pursuant to the Dividend Rate (such dividend, the "Participating Dividend"). The Participating Dividend shall be in the same form as and otherwise identical to the dividend or distribution made to the holders of the Common Stock; provided, however, that if the dividend or distribution to the holders of Common Stock was in additional shares of Common Stock, the Holder of each share of Series B Preferred Stock shall be entitled to an additional number of shares of Series B Preferred Stock (in lieu of the ...
Mandatory Dividends. The holders of Series C Preferred Stock shall be entitled to receive a mandatory dividend equal to 7.0 % per year, compounded annually on each succeeding 12 month anniversary of the first issuance. Such dividend shall be cumulative and shall be payable annually on each succeeding 12 month anniversary of the Issue Date and shall be payable, at the option of the Corporation by the issuance of additional shares of Series C Preferred Stock at a price per share equal to the Series C Original Issue Price; provided, that such dividend shall not be declared or paid to any holder without the consent of such holder.
Mandatory Dividends. (i) While the Subchapter S election is in effect, the Corporation shall use its best efforts to make pro rata distributions to the Shareholders at least equal to the estimated federal and state income taxes attributable to their pro rata share of the Corporation's net long-term and Section 1231 capital gains and non-separately computed income pursuant to Section 1366(a) of the Internal Revenue Code.
(a) This estimated tax liability, which shall be computed by the accountant who regularly prepares the Corporation's tax returns, shall be computed on the basis of the highest marginal rate applicable to individuals on capital gains and other taxable income for the tax year in question.
(b) Unless prevented from making any distributions under applicable state law, or the Shareholders unanimously otherwise agree, the total amount of the minimum mandatory dividend required by these provisions shall be declared and paid no later than March 15 of the calendar year following the close of the Corporation's taxable year.
(c) The total pro rata distributions made to the Shareholders during the prior taxable year of the Corporation shall be taken into account in determining the amount, if any, of additional distributions that must be made by the following March 15th in order to meet the requirements of this Section.
(ii) If the Subchapter S election is revoked or terminated, the Corporation shall, except to the extent the Shareholders unanimously agree to the election authorized by Section 1371(e)(2) of the Internal Revenue Code, or unless prevented from doing so by applicable state law, declare and pay pro rata cash distributions during the post-termination transition period equal to the Corporation's accumulated adjustments account.
Mandatory Dividends. (a) Borrower shall cause LT Kids promptly to dividend to Borrower all cash and Cash Equivalents which come into the possession of LT Kids and which are not required to satisfy its immediate working capital requirements.
(b) Borrower shall cause RE Holdings to distribute promptly to Borrower all cash and Cash Equivalents which come into the possession of RE Holdings and which are not required by RE Holdings to satisfy (i) its immediate obligations to contractors and vendors entered into in the Ordinary Course of Business, (ii) requirements of title company construction escrows and other escrows incurred in the Ordinary Course of Business or (iii) its obligation to collect, hold and rebate rent, when applicable, to Borrower, as landlord, pursuant to the terms of the RE Holdings Leases.
(c) Borrower shall cause FCA Restaurant Holdings to distribute to its owners all cash and Cash Equivalents which come into the possession of FCA Restaurant Holdings and which are not required by FCA Restaurant Holdings to satisfy its obligations to contractors, vendors, employees and other pursuant to the Ordinary Course of Business of FCA Restaurant Holdings.
(d) Borrower shall cause each TIAA Subsidiary to enter into an agreement (each, a "TIAA Subsidiary Upstream Distribution Agreement") with Borrower and Agent, in form and substance reasonably satisfactory to Agent, (i) requiring such TIAA Subsidiary to distribute promptly (and not less often than monthly) to Borrower all cash and Cash Equivalents which come into the possession of such TIAA Subsidiary and which are not required by such TIAA Subsidiary to satisfy (x) its immediate obligations to contractors and vendors entered into in the Ordinary Course of Business, or (y) its obligation under the TIAA Facilities, and (ii) assigning to Agent a security interest in Borrower's right, title and interest in, to and under such agreement and to all such payments required to be made thereunder, and Borrower shall cause each TIAA Subsidiary to comply with each such agreement.
(e) Borrower shall cause FCA Construction Holdings promptly to dividend to Borrower all cash and Cash Equivalents which come into the possession of FCA Construction Holdings and which are not required to satisfy its immediate working capital requirements.
Mandatory Dividends. If the Board of Directors declares and pays a dividend in respect of any Common Stock, then the Board of Directors shall declare and pay to the Holders of the Series C Preferred Stock a mandatory dividend in an amount per share of Series C Preferred Stock equal to the number of shares of Common Stock into which the Series C Preferred Stock is convertible on the record date established by the Board of Directors or under applicable law for such dividend multiplied by the per share amount declared and paid in respect of each share of Common Stock.
Mandatory Dividends. On the day of delivery of any quarterly financial statements pursuant to Section 6.1, Borrower shall furnish to Agent a written calculation of U.K. Excess Cash Flow for the prior quarter. For each period for which EBITDA of the Credit Parties and their consolidated Subsidiaries on a consolidated basis without duplication is less than the aggregate of (a) the “Minimum EBITDA” set forth in Exhibit B-1 for such period and (b) $250,000, the Credit Parties shall cause the Revolving Borrowers and their Subsidiaries, directly or indirectly, to, within the 45-day period following delivery of such financial statements, either (a) dividend to Evolving Systems 100% of such Excess Cash Flow lawfully available for dividends and lawfully transfer any remainder to Evolving Systems in another manner approved by Agent in its Permitted Discretion or (b) with the prior consent of Agent, lawfully transfer 100% of such Excess Cash Flow to Evolving Systems in another a manner approved by Agent in its Permitted Discretion.
