Payment of Accrued Preferred Dividend Sample Clauses

Payment of Accrued Preferred Dividend. Dividends are payable in cash (except as otherwise provided in Section A.4.c. and subject to the applicable provisions of the Virginia Stock Corporation Act) (i) when and as declared by the Board of Directors, (ii) upon conversion or redemption of the shares of Series A Preferred Stock or (iii) upon liquidation, as provided herein. The declaration and payment of dividends on the Series A Preferred Stock, the amount thereof and the record date shall at all times be solely within the discretion of the Board of Directors, except upon conversion or redemption of such shares and upon liquidation, dissolution or winding up of the Corporation. Notwithstanding the foregoing, no Accrued Preferred Dividend shall be paid (except upon conversion or redemption of shares of the Series A Preferred Stock or liquidation, dissolution or winding up of the Corporation or a Dividend Distribution) unless at the time of the proposed payment: (i) there is no outstanding balance of loans and advances made by the Corporation to the Unistar Group for start-up costs, (ii) the cumulative Retained Earnings of the Unistar Group is positive, and (iii) the Net Income of the Unistar Group exceeds $1,000,000 in respect of the fiscal year immediately preceding the fiscal year of the Corporation in which the dividends are to be paid. (i) Whenever Accrued Preferred Dividends are not paid in full, thereafter and until all Accrued Preferred Dividends shall have been paid in full (determined as of the end of the Corporation's fiscal quarter immediately preceding the fiscal quarter in which such payment shall be made), the Corporation shall not: (1) declare or pay dividends, or make any other distributions, on any shares of Junior Stock, other than dividends or distributions payable in Junior Stock; or (2) declare or pay dividends, or make any other distributions, on any shares of Series B Preferred Stock, except dividends or distributions paid ratably on the Series A Preferred Stock and Series B Preferred Stock, in proportion to the total amounts to which the holders of all shares of the Series A Preferred Stock and Series B Preferred Stock are then entitled. (ii) Whenever a Dividend Payment Default exists, thereafter and until such Dividend Payment Default is remedied, the Corporation shall not redeem, purchase or otherwise acquire for consideration any shares of Junior Stock; provided, however, that (1) the Corporation may at any time redeem, purchase or otherwise acquire shares of Junior Stock...
Sample 1
AutoNDA by SimpleDocs
Payment of Accrued Preferred Dividend. As promptly as practicable after the surrender of the certificates for shares of this Series as aforesaid, but in no event later than five business days after the holder's compliance with the requirements in this Section A.4. for conversion, the Corporation shall issue and shall deliver to such holder, or according to his written instructions, (i) a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such shares in accordance with the provisions of this Section A.4., and with respect to an Accrued Preferred Dividend settled in shares of Common Stock pursuant to Section A.4.c., and (ii) a certified or bank check in the amount of the Accrued Preferred Dividend payable with respect to such shares of Series A Preferred Stock pursuant to Section A.4.c., and any amount payable in lieu of fractional shares. Each conversion shall be deemed to have been effected immediately prior to the close of business on the day prior to (i) the Conversion Date, in the case of a conversion under Section A.4.a.(i) or (ii), and (ii) the Sale Date, in the case of a conversion pursuant to Section A.4.a.(iii), and the person or persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such conversion shall be deemed to have become the holder or holders of record of the shares represented thereby at such time on such date. All shares of Common Stock delivered upon conversion of the shares of this Series will upon delivery be duly and validly issued and fully paid and nonassessable, free of all liens and charges of the Corporation and not subject to any preemptive rights.
Sample 1

Related to Payment of Accrued Preferred Dividend

  • Payment of Dividends Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

  • Liquidating Dividends If the Company declares or pays a dividend upon the Common Stock payable otherwise than in cash out of earnings or earned surplus (determined in accordance with generally accepted accounting principles, consistently applied) except for a stock dividend payable in shares of Common Stock (a “Liquidating Dividend”), then the Company shall pay to the Registered Holder of this Warrant at the time of payment thereof the Liquidating Dividend which would have been paid to such Registered Holder on the Warrant Stock had this Warrant been fully exercised immediately prior to the date on which a record is taken for such Liquidating Dividend, or, if no record is taken, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

  • Designation, Amount and Par Value The series of preferred stock shall be designated as the Series D 5% Convertible Preferred Stock (the "Preferred Stock"), and the number of shares so designated and authorized shall be Three Thousand (3,000). Each share of Preferred Stock shall have a par value of $0.0001 per share and a stated value of $1,000 per share (the "Stated Value").

  • Vacation Preference (a) Preference in the selection and allocation of vacation time shall be determined within each work unit on the basis of service seniority. Where an employee chooses to split their vacation, their second choice of vacation time shall be made only after all other employees concerned have made their initial selection. (b) Regular vacations shall have priority over carried over vacation time during the prime time vacation period.

  • Preferred Stock Record Date Each person in whose name any certificate for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

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

  • Adjustment for Certain Dividends and Distributions In the event the Company at any time, or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock entitled to receive, a dividend or other distribution payable in additional shares of Common Stock, then and in each such event the Purchase Price then in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Purchase Price then in effect by a fraction: (1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution; provided, however, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Purchase Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Purchase Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions.

  • PAYMENT OF DIVIDENDS OR DISTRIBUTIONS 1. Whenever the Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Series specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date. 2. Upon the payment date specified in such Instructions or Certificate, Custodian shall pay out of the money held for the account of such Series the total amount payable to the dividend agent of the Fund specified therein.

  • Payment of accrued interest In the case of an Interest Period longer than 3 months, accrued interest shall be paid every 3 months during that Interest Period and on the last day of that Interest Period.

  • Payment of accrued default interest Subject to the other provisions of this Agreement, any interest due under this Clause shall be paid on the last day of the period by reference to which it was determined; and the payment shall be made to the Agent for the account of the Creditor Party to which the overdue amount is due.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!