Payment of Dividend. With respect to any Dividend Payment Date, the Company will pay, to the extent permitted by applicable law, Dividends in the form of, in the Company’s sole discretion, (i) cash (any Dividend or portion of a Dividend paid in cash, a “Cash Dividend”), if, as and when authorized by the Board, or any duly authorized committee thereof, and declared by the Company, (ii) as a dividend in kind, additional duly authorized, validly issued and fully paid and nonassessable shares of Series A Preferred Stock (any Dividend or portion of a Dividend paid in the manner provided in this clause, a “PIK Dividend”) having value (as determined in accordance with the immediately following sentence) equal to the amount of Accrued Dividends during such Dividend Payment Period or (iii) through a combination of either of the foregoing; provided that (A) the Company shall pay all Initial Dividends solely in the form of PIK Dividends, (B) Cash Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $.005 being rounded upward), (C) if the Company pays a PIK Dividend, no fractional shares of Series A Preferred Stock shall be issued to any Holder (after taking into account all shares of Series A Preferred Stock held by such Holder) and in lieu of any such fractional share, the Company shall pay to such Holder, at the Company’s option, either (1) an amount in cash equal to the applicable fraction of a share of Series A Preferred Stock multiplied by the Liquidation Preference per share of Series A Preferred Stock or (2) one additional whole share of Series A Preferred Stock and (D) with respect to any Dividend Payment Date where the Company pays a combination of a PIK Dividend and a Cash Dividend, the proportion of a Dividend paid to any Holder that consists of a PIK Dividend (the “PIK Dividend Ratio”) shall be the same as the PIK Dividend Ratio with respect to each Dividend paid to each other Holder that receives a Dividend on such Dividend Payment Date. In the event that the Company pays a PIK Dividend, each share of Series A Preferred Stock paid in connection therewith shall have a deemed value for such purpose equal to the Liquidation Preference per share of Series A Preferred Stock, and the number of additional shares of Series A Preferred Stock issuable to Holders in connection with the payment of a PIK Dividend will be, with respect to each share of Series A Preferred Stock, and without limiting the foregoing proviso concerning fractional shares, the number (or fraction) obtained from the quotient of (1) the value (as determined in accordance with this Section 4(c)) of the applicable PIK Dividend per share of Series A Preferred Stock divided by (2) the Liquidation Preference per share of Series A Preferred Stock.
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Samples: Investment Agreement (KAR Auction Services, Inc.), Investment Agreement (KAR Auction Services, Inc.)
Payment of Dividend. With respect to any Dividend Payment Date, the Company will paypay or accrue, to the extent permitted by applicable law, Dividends in the form of, in the CompanyBoard’s sole discretion, Dividends on each share of Series A Preferred Stock (i) in cash (any Dividend or portion of a Dividend paid in cash, a “Cash Dividend”), if, as when and when authorized to the extent declared by the Board, or any duly authorized committee thereof, and declared by the Company, (ii) as a dividend in kind, additional duly authorized, validly issued and fully paid and nonassessable shares of Series A Preferred Stock (any Dividend or portion of a Dividend paid in the manner provided in this clause, a “PIK Dividend”) having value (as determined in accordance with the immediately following sentence) equal to by increasing the amount of Accrued Compounded Dividends during with respect to such Dividend Payment Period share or (iii) through a combination of either of the foregoing; provided that (A) the Company shall pay all Initial Dividends solely in the form of PIK Dividends, (B) Cash Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $.005 being rounded upward), (C) if the Company pays a PIK Dividend, no fractional shares of Series A Preferred Stock shall be issued to any Holder (after taking into account all shares of Series A Preferred Stock held by such Holder) and in lieu of any such fractional share, the Company shall pay to such Holder, at the Company’s option, either (1) an amount in cash equal to the applicable fraction of a share of Series A Preferred Stock multiplied by the Liquidation Preference per share of Series A Preferred Stock or (2) one additional whole share of Series A Preferred Stock and (DB) with respect to any Dividend Payment Date where the Company pays a combination of a PIK does not pay in cash all Dividends that accrued during the relevant Dividend and a Cash DividendPayment Period, the proportion of a any Compounded Dividend paid to Dividend in respect of any Holder that consists of a PIK Dividend (the “PIK Compounded Dividend Ratio”) shall be the same as the PIK Compounded Dividend Ratio with respect to each Dividend paid to each other Holder that receives is entitled to a Dividend on such Dividend Payment Date. In the event that With respect to any Dividend Payment Date for which the Company pays does not for any reason (including because payment of any such Cash Dividends are prohibited by law) pay in cash all Dividends that accrued during the relevant Dividend Payment Period, any such accrued and unpaid Dividends on a PIK Dividend, each share of the Series A Preferred Stock paid in connection therewith shall have a deemed value for such purpose equal to (“Compounded Dividends”) will (whether or not earned or declared) become part of the Liquidation Preference per of such share of Series A Preferred Stock, and the number of additional shares of Series A Preferred Stock issuable to Holders in connection with as of the payment applicable Dividend Payment Date. Any Compounded Dividends that remain unpaid as of a PIK Dividend will be, with respect to each share of Series A Preferred Stock, and without limiting any determination date shall increase the foregoing proviso concerning fractional shares, the number (or fraction) obtained from the quotient of (1) the value (as determined Liquidation Preference in accordance with this Section 4(c)) the definition of the applicable PIK Dividend per share of Series A Preferred Stock divided by (2) the “Liquidation Preference per share of Series A Preferred StockPreference”.
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Payment of Dividend. With respect to any On each Dividend Payment Date, with respect to all shares of Series A Preferred Stock, the Company Corporation will pay, to the extent permitted by applicable law, Dividends in the form of, in the Company’s sole discretion, (i) cash (any Dividend or portion of a Dividend paid in cash, a “Cash Dividend”), if, as and when authorized by the Board, or any duly authorized committee thereof, and declared by the CompanyCorporation, to the extent permitted by applicable law, Dividends either, in its sole discretion, (i) in cash (any Dividend or portion of a Dividend paid in cash, a “Cash Dividend”), (ii) as a dividend in kind, and will issue additional duly authorized, validly issued and fully paid and nonassessable shares of Series A Preferred Stock (any Dividend or portion of a Dividend paid in the manner provided in this clause, a “PIK Dividend”) having value (as determined in accordance with the immediately following sentence) equal to the amount of Accrued Dividends during such Dividend Payment Period or (iii) through a combination of either a Cash Dividend and a PIK Dividend; provided, that following the eighth (8th) anniversary of the foregoingOriginal Issuance Date, the Corporation will pay only Cash Dividends; provided provided, that (A) the Company shall pay all Initial Dividends solely in the form of PIK Dividends, (B) Cash Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $.005 being rounded upward), ) and (CB) if the Company Corporation pays a PIK Dividend, no fractional shares of Series A Preferred Stock shall be issued to any Holder (after taking into account all shares of Series A Preferred Stock held by such Holder) and in lieu of any such fractional share, the Company Corporation shall pay to such Holder, at the CompanyCorporation’s option, either (1) an amount in cash equal to the applicable fraction of a share of Series A Preferred Stock multiplied by the Liquidation Preference per share of Series A Preferred Stock or (2) one additional whole share of Series A Preferred Stock and (D) with respect to any Dividend Payment Date where the Company pays a combination of a PIK Dividend and a Cash Dividend, the proportion of a Dividend paid to any Holder that consists of a PIK Dividend (the “PIK Dividend Ratio”) shall be the same as the PIK Dividend Ratio with respect to each Dividend paid to each other Holder that receives a Dividend on such Dividend Payment DateStock. In the event that the Company Corporation pays a PIK Dividend, each share of Series A Preferred Stock paid in connection therewith shall have a deemed value for such purpose equal to the Liquidation Preference per share of Series A Preferred Stock, and the aggregate number of additional shares of Series A Preferred Stock issuable to Holders a Holder in connection with the payment of a PIK Dividend will be, with respect to each share all of the shares of Series A Preferred StockStock held by the Holder, and without limiting the foregoing proviso above concerning fractional shares, the number (or fraction) obtained from the quotient of (1) the value (as determined in accordance with this Section 4(c)) aggregate amount of the applicable PIK Dividend per share for all such shares of Series A Preferred Stock divided by (2) the Liquidation Preference per share of Series A Preferred Stock. Any share of Series A Preferred Stock issued as a PIK Dividend will be duly authorized, validly issued and fully paid and nonassessable. Notwithstanding anything to the contrary in the foregoing, if at any time the number of shares of Common Stock into which the outstanding shares of Series A Preferred Stock could be converted exceeds 28,856,239 shares of Common Stock (as adjusted for any event set forth in Section 11) (the “Share Cap”), then unless the issuance of shares of Common Stock upon conversion of the Series A Preferred Stock in excess of the Share Cap has been approved by holders of the Common Stock in accordance with applicable NYSE stockholder approval requirements, during such time the Corporation must make Cash Dividends on all outstanding shares of Series A Preferred Stock on any applicable Dividend Payment Date except to the extent prohibited by applicable Maryland law. If the Corporation fails to pay in cash in the circumstances contemplated by the preceding sentence, then any Dividends otherwise payable on such Dividend Payment Date (or upon conversion of the Series A Preferred Stock for any Accrued Dividends prior to any such Dividend Payment Date in the circumstances contemplated in the preceding sentence) shall continue to accrue and accumulate at a Dividend Rate equal to the Dividend Rate as of immediately prior to such time plus 1.00% per annum for the period from and including the first Dividend Payment Date (or upon conversion for any Accrued Dividends prior to any such Dividend Payment Date in the circumstances contemplated in the preceding sentence) upon which the Corporation fails to pay in cash through but not including the day upon which the Corporation pays in cash all such Accrued Dividends that are payable only in cash pursuant to the preceding sentence.
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Payment of Dividend. With respect to any Dividend Payment Date, the Company will pay, to the extent permitted by applicable law, Dividends in the form of, in the CompanyBoard’s sole discretion, Dividends on each share of Series B Preferred Stock (iother than Affected Shares) in cash (any Dividend or portion of a Dividend paid in cash, a “Cash Dividend”), if, as when and when authorized to the extent declared by the Board, or any duly authorized committee thereof, and declared by the Company, (ii) as a dividend in kind, additional duly authorized, validly issued and fully paid and nonassessable shares of Series A Preferred Stock (any Dividend or portion of a Dividend paid in the manner provided in this clause, a “PIK Dividend”) having value (as determined in accordance with the immediately following sentence) equal to the amount of Accrued Dividends during such Dividend Payment Period or (iii) through a combination of either of the foregoing; provided that (A) the Company shall pay all Initial Dividends solely in the form of PIK Dividends, (B) Cash Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $.005 being rounded upward), (C) if . With respect to any Dividend Payment Date for which the Company pays a PIK Dividend, no fractional shares of Series A Preferred Stock shall be issued to does not for any Holder reason (after taking into account all shares of Series A Preferred Stock held by such Holder) and in lieu including because payment of any such fractional share, the Company shall Cash Dividends are prohibited by law) pay to such Holder, at the Company’s option, either (1) an amount in cash equal to all Dividends that accumulated during the applicable fraction of relevant Dividend Payment Period, any such accumulated and unpaid Dividends on a share of the Series A B Preferred Stock multiplied by (“Compounded Dividends”) will (whether or not earned or declared) become part of the Liquidation Preference per of such share of the Series A B Preferred Stock or (2) one additional whole share as of Series A Preferred Stock and (D) the applicable Dividend Payment Date. Any Compounded Dividends that remain unpaid as of any determination date shall increase the Liquidation Preference in accordance with the definition of “Liquidation Preference”. With respect to any Dividend Payment Date where the Company pays a combination of a PIK does not pay in cash all Dividends that accumulated during the relevant Dividend and a Cash DividendPayment Period, the proportion of a any Compounded Dividend paid to Dividend in respect of any Holder that consists of a PIK Dividend (the “PIK Compounded Dividend Ratio”) shall be the same as the PIK Compounded Dividend Ratio with respect to each Dividend paid to each other Holder that receives is entitled to a Dividend on such Dividend Payment Date. In Notwithstanding anything to the event that contrary in this Certificate of Designations, except with the Company pays a PIK Dividendconsent of each Holder, each share of Series A Preferred Stock no cash dividends may be paid in connection therewith respect of Dividends that have become Compounded Dividends and the value associated with such Compounded Dividends shall have a deemed value for such purpose equal be delivered to Holders through payment or conversion as contemplated by this Certificate of Designations. Notwithstanding anything herein to the Liquidation Preference per share contrary, no Dividend may be declared unless paid in cash (it being understood that no Dividends may be declared or paid in securities or otherwise “in kind”). No shares of Series A Preferred StockParity Stock or Junior Stock may receive dividends payable in kind (including through any increase in liquidation preference, and the number increase in accrued dividends, issuance of additional shares of or otherwise) during any time period unless the Series A B Preferred Stock issuable to Holders is either receiving dividends in connection with the form of Compounded Dividends in at least the same relative proportion as such Parity Stock or Junior Stock for the applicable period, or unless the payment of a PIK Dividend such dividend to such Parity Stock or Junior Stock will be, with respect result in an adjustment pursuant to each share of Series A Preferred Stock, and without limiting the foregoing proviso concerning fractional shares, the number (or fraction) obtained from the quotient of (1) the value (as determined in accordance with this Section 4(c)) of the applicable PIK Dividend per share of Series A Preferred Stock divided by (2) the Liquidation Preference per share of Series A Preferred Stock11.
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Payment of Dividend. With respect to any Dividend Payment Date, the Company will pay, to the extent permitted by applicable law, Dividends in the form of, in the Company’s its sole discretion, Dividends (i) in cash (any Dividend or portion of a Dividend paid in cash, a “Cash Dividend”), if, as and when authorized by the Board, or any duly authorized committee thereof, and declared by the Company, (ii) as a dividend in kind, additional duly authorized, validly issued and fully paid and nonassessable shares of Series A Preferred Stock (any Dividend or portion of a Dividend paid in the manner provided in this clause, a “PIK Dividend”) having value (as determined in accordance with the immediately following sentence) equal to the amount of Accrued Dividends during such Dividend Payment Period or (iii) through a combination of either of the foregoing; provided that (A) the Company shall pay all Initial Dividends solely in the form of PIK Dividends, (B) Cash Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $.005 being rounded upward), (C) if the Company pays a PIK Dividend, no fractional shares of Series A Preferred Stock shall be issued to any Holder (after taking into account all shares of Series A Preferred Stock held by such Holder) and in lieu of any such fractional share, the Company shall pay to such Holder, at the Company’s option, either (1) an amount in cash equal to the applicable fraction of a share of Series A Preferred Stock multiplied by the Liquidation Preference per share of Series A Preferred Stock or (2) one additional whole share of Series A Preferred Stock and (D) with respect to any Dividend Payment Date where the Company pays a combination of a PIK Dividend and a Cash Dividend, the proportion of a Dividend paid to any Holder that consists of a PIK Dividend (the “PIK Dividend Ratio”) shall be the same as the PIK Dividend Ratio with respect to each Dividend paid to each other Holder that receives a Dividend on such Dividend Payment Date. In the event that the Company pays a PIK Dividend, each share of Series A Preferred Stock paid in connection therewith shall have a deemed value for such purpose equal to the Liquidation Preference per share of Series A Preferred Stock, and the number of additional shares of Series A Preferred Stock issuable to Holders in connection with the payment of a PIK Dividend will be, with respect to each share of Series A Preferred Stock, and without limiting the foregoing proviso above concerning fractional shares, the number (or fraction) obtained from the quotient of (1) the value (as determined in accordance with this Section 4(c)) amount of the applicable PIK Dividend per share of Series A Preferred Stock divided by (2) the Liquidation Preference per share of Series A Preferred Stock. Accrued Dividends in respect of any prior Dividend Payment Periods may be paid on any date (whether or not such date is a Dividend Payment Date) if, as and when authorized by the Board, or any duly authorized committee thereof as declared by the Company.
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Payment of Dividend. With respect to any Dividend Payment Date, the Company will may pay, to the extent permitted by applicable law, Dividends in the form of, in the Company’s its sole discretion, (i) Dividends on each share of Series A Preferred Stock in cash (any Dividend or portion of a Dividend paid in cash, a “Cash Dividend”), if, as and when authorized by the Board, or any duly authorized committee thereof, and declared by the Company, (ii) as a dividend in kind, additional duly authorized, validly issued and fully paid and nonassessable shares of Series A Preferred Stock (any Dividend or portion of a Dividend paid in the manner provided in this clause, a “PIK Dividend”) having value (as determined in accordance with the immediately following sentence) equal to the amount of Accrued Dividends during such Dividend Payment Period or (iii) through a combination of either of the foregoing; provided that (A) the Company shall pay all Initial Dividends solely in the form of PIK Dividends, (B) Cash Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $.005 being rounded upward), (C) if . With respect to any Dividend Payment Date for which the Company pays does not for any reason (including because payment of any such Cash Dividends are prohibited by law) pay in cash all Dividends that accumulated during the relevant Dividend Payment Period, any such accumulated and unpaid Dividends on a PIK Dividend, no fractional shares share of the Series A Preferred Stock shall be issued to any Holder (after taking into account all shares “Compounded Dividends”) will (whether or not earned or declared) become part of the Liquidation Preference of such share of the Series A Preferred Stock held by such Holder) and in lieu as of the applicable Dividend Payment Date. Any Compounded Dividends that remain unpaid as of any such fractional share, the Company determination date shall pay to such Holder, at the Company’s option, either (1) an amount in cash equal to the applicable fraction of a share of Series A Preferred Stock multiplied by increase the Liquidation Preference per share in accordance with the definition of Series A Preferred Stock or (2) one additional whole share of Series A Preferred Stock and (D) with “Liquidation Preference”. With respect to any Dividend Payment Date where the Company pays a combination of a PIK does not pay in cash all Dividends that accumulated during the relevant Dividend and a Cash DividendPayment Period, the proportion of a any Compounded Dividend paid to Dividend in respect of any Holder that consists of a PIK Dividend (the “PIK Compounded Dividend Ratio”) shall be the same as the PIK Compounded Dividend Ratio with respect to each Dividend paid to each other Holder that receives is entitled to a Dividend on such Dividend Payment Date. In Compounded Dividends in respect of any prior Dividend Payment Periods may be paid on any date (whether or not such date is a Dividend Payment Date) if, as and when authorized by the event that Board, or any duly authorized committee thereof as declared by the Company pays and any such payment will reduce, on a PIK Dividenddollar-for-dollar basis, each share the Liquidation Preference in respect of the Series A Preferred Stock such payments are made; provided that the Company may not pay in cash any Accrued Dividends or Compounded Dividends after a Conversion Notice has been delivered to the Conversion Agent hereunder. Notwithstanding anything herein to the contrary, no Dividend may be declared unless paid in connection therewith shall have a deemed value for such purpose equal to the Liquidation Preference per share of Series A Preferred Stock, and the number of additional shares of Series A Preferred Stock issuable to Holders cash (it being understood that no Dividends may be declared in connection with the payment of a PIK Dividend will be, with respect to each share of Series A Preferred Stock, and without limiting the foregoing proviso concerning fractional shares, the number (paid in securities or fraction) obtained from the quotient of (1) the value (as determined otherwise “in accordance with this Section 4(ckind”)) of the applicable PIK Dividend per share of Series A Preferred Stock divided by (2) the Liquidation Preference per share of Series A Preferred Stock.
Appears in 1 contract
Samples: Investment Agreement (Box Inc)
Payment of Dividend. With respect to any Dividend Payment Date, the Company will paypay or accrue, to the extent permitted by applicable law, Dividends in the form of, in the Company’s its sole discretion, Dividends on each share of Series B Preferred Stock (i) in cash (any Dividend or portion of a Dividend paid in cash, a “Cash Dividend”), if, as and when authorized by the Board, or any duly authorized committee thereof, and declared by the Company, (ii) as a dividend in kind, additional duly authorized, validly issued and fully paid and nonassessable shares of Series A Preferred Stock (any Dividend or portion of a Dividend paid in the manner provided in this clause, a “PIK Dividend”) having value (as determined in accordance with the immediately following sentence) equal to by increasing the amount of Accrued Dividends during with respect to such share (such increase described in this clause (ii) a “Dividend Payment Period Accrual”) or (iii) through a combination of either of the foregoing; provided that (A) the Company shall pay all Initial Dividends solely in the form of PIK Dividends, (B) Cash Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $.005 being rounded upward), (C) if the Company pays a PIK Dividend, no fractional shares of Series A Preferred Stock shall be issued to any Holder (after taking into account all shares of Series A Preferred Stock held by such Holder) and in lieu of any such fractional share, the Company shall pay to such Holder, at the Company’s option, either (1) an amount in cash equal to the applicable fraction of a share of Series A Preferred Stock multiplied by the Liquidation Preference per share of Series A Preferred Stock or (2) one additional whole share of Series A Preferred Stock and (DB) with respect to any Dividend Payment Date where the Company pays elects a combination of a PIK Dividend Accrual and a payment of a Cash Dividend, the proportion of a any Dividend paid with respect to any Holder that consists of a PIK Dividend Accrual (the “PIK Dividend Accrual Ratio”) shall be the same as the PIK Dividend Accrual Ratio with respect to each Dividend paid to each other Holder that receives is entitled to a Dividend or Dividend Accrual on such Dividend Payment Date. In Accrued Dividends in respect of any prior Dividend Payment Periods may be paid on any date (whether or not such date is a Dividend Payment Date) if, as and when authorized by the event Board, or any duly authorized committee thereof as declared by the Company; provided that the Company pays may not pay in cash any Accrued Dividends after a PIK Dividend, each share of Series A Preferred Stock paid in connection therewith shall have a deemed value for such purpose equal Conversion Notice has been delivered to the Liquidation Preference per share of Series A Preferred Stock, and the number of additional shares of Series A Preferred Stock issuable to Holders in connection with the payment of a PIK Dividend will be, with respect to each share of Series A Preferred Stock, and without limiting the foregoing proviso concerning fractional shares, the number (or fraction) obtained from the quotient of (1) the value (as determined in accordance with this Section 4(c)) of the applicable PIK Dividend per share of Series A Preferred Stock divided by (2) the Liquidation Preference per share of Series A Preferred StockConversion Agent hereunder.
Appears in 1 contract
Samples: Investment Agreement (Coty Inc.)
Payment of Dividend. With respect to any Dividend Payment Date, the Company will pay, to the extent permitted by applicable law, or accrue in lieu of payment, Dividends on each share of Series A Preferred Stock in one or more of the form of, following manners as elected by the Company in the Company’s its sole discretion, : (i) pay in cash (any Dividend or portion of a Dividend paid in cash, a “Cash Dividend”), if, as and when authorized by the Board, or any duly authorized committee thereof, and declared by the Company, (ii) as a dividend in kind, additional duly authorized, validly issued and fully paid and nonassessable shares of Series A Preferred Stock (any Dividend or portion of a Dividend paid in the manner provided in this clause, a “PIK Dividend”) having value (as determined in accordance with the immediately following sentence) equal to the amount of Accrued Dividends during such Dividend Payment Period or (iii) through a combination of either of the foregoing; provided that (A) the Company shall pay all may elect the foregoing clause (ii) only with respect to Initial Dividends solely in the form of PIK Dividends, (B) Cash Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $.005 being rounded upward), and (C) if the Company pays a PIK Dividend, no fractional shares of Series A Preferred Stock shall be issued to any Holder (after taking into account all shares of Series A Preferred Stock held by such Holder) and in lieu of any such fractional share, the Company shall pay to such Holder, at the Company’s option, either (1) an amount in cash equal to the applicable fraction of a share of Series A Preferred Stock multiplied by the Liquidation Preference per share of Series A Preferred Stock Base Amount that would have applied in accordance with the following sentence or (2) one additional whole share of Series A Preferred Stock and (D) with respect to any Dividend Payment Date where the Company pays a combination of a PIK Dividend and a Cash Dividend, the proportion of a Dividend paid to any Holder that consists of a PIK Dividend (the “PIK Dividend Ratio”) shall be the same as the PIK Dividend Ratio with respect to each Dividend paid to each other Holder that receives a Dividend on such Dividend Payment Date. In the event that the Company pays a PIK Dividend, each share of Series A Preferred Stock paid in connection therewith shall have a deemed value for such purpose equal to the Liquidation Preference Base Amount per share of Series A Preferred Stock, and the number of additional shares of Series A Preferred Stock issuable to Holders in connection with the payment of a PIK Dividend will be, with respect to each share of Series A Preferred Stock, and without limiting the foregoing proviso above concerning fractional shares, the number (or fraction) obtained from the quotient of (1) the value (as determined in accordance with this Section 4(c)) amount of the applicable PIK Dividend per share of Series A Preferred Stock divided by (2) the Liquidation Preference Base Amount per share of Series A Preferred StockStock (excluding the amount of Accrued Dividends during such Dividend Payment Period that are being satisfied by issuance of the PIK Dividend). Each share of Series A Preferred Stock issued in connection with the payment of a PIK Dividend will, upon issuance, be deemed to have an amount of Accrued Dividends and a Base Amount per share equal to the amount of Accrued Dividends and Base Amount, respectively, per share of Series A Preferred Stock in respect of which the PIK Dividend is paid. Accrued Dividends in respect of any prior Dividend Payment Periods may be paid on any date (whether or not such date is a Dividend Payment Date) if, as and when authorized by the Board, or any duly authorized committee thereof as declared by the Company.
Appears in 1 contract
Samples: Investment Agreement (Knoll Inc)
Payment of Dividend. With respect to any Dividend Payment Date, the Company will pay, to the extent permitted by applicable law, Dividends in the form of, in the CompanyBoard’s sole discretion, Dividends on each share of Series A Preferred Stock (iother than Affected Shares) in cash (any Dividend or portion of a Dividend paid in cash, a “Cash Dividend”), if, as when and when authorized to the extent declared by the Board, or any duly authorized committee thereof, and declared by the Company, (ii) as a dividend in kind, additional duly authorized, validly issued and fully paid and nonassessable shares of Series A Preferred Stock (any Dividend or portion of a Dividend paid in the manner provided in this clause, a “PIK Dividend”) having value (as determined in accordance with the immediately following sentence) equal to the amount of Accrued Dividends during such Dividend Payment Period or (iii) through a combination of either of the foregoing; provided that (A) the Company shall pay all Initial Dividends solely in the form of PIK Dividends, (B) Cash Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $.005 being rounded upward), (C) if . With respect to any Dividend Payment Date for which the Company pays does not for any reason (including because payment of any such Cash Dividends are prohibited by law) pay in cash all Dividends that accumulated during the relevant Dividend Payment Period, any such accumulated and unpaid Dividends on a PIK Dividend, no fractional shares share of the Series A Preferred Stock shall be issued to any Holder (after taking into account all shares “Compounded Dividends”) will (whether or not earned or declared) become part of the Liquidation Preference of such share of the Series A Preferred Stock held by such Holder) and in lieu as of the applicable Dividend Payment Date. Any Compounded Dividends that remain unpaid as of any such fractional share, the Company determination date shall pay to such Holder, at the Company’s option, either (1) an amount in cash equal to the applicable fraction of a share of Series A Preferred Stock multiplied by increase the Liquidation Preference per share in accordance with the definition of Series A Preferred Stock or (2) one additional whole share of Series A Preferred Stock and (D) with “Liquidation Preference”. With respect to any Dividend Payment Date where the Company pays a combination of a PIK does not pay in cash all Dividends that accumulated during the relevant Dividend and a Cash DividendPayment Period, the proportion of a any Compounded Dividend paid to Dividend in respect of any Holder that consists of a PIK Dividend (the “PIK Compounded Dividend Ratio”) shall be the same as the PIK Compounded Dividend Ratio with respect to each Dividend paid to each other Holder that receives is entitled to a Dividend on such Dividend Payment Date. In Notwithstanding anything to the event contrary in this Certificate of Designations, except with the consent of each Holder, no cash dividends may be paid in respect of Dividends that have become Compounded Dividends and the Company pays a PIK Dividendvalue associated with such Compounded Dividends shall be delivered to Holders through payment or conversion as contemplated by this Certificate of Designations. Notwithstanding anything herein to the contrary, each share no Dividend may be declared unless paid in cash (it being understood that no Dividends may be declared or paid in securities or otherwise “in kind”). No shares of Parity Stock or Junior Stock may receive dividends payable in kind (including through any increase in liquidation preference, increase in accrued dividends, issuance of additional shares or otherwise) during any time period unless the Series A Preferred Stock paid is either receiving dividends in connection therewith shall have a deemed value the form of Compounded Dividends in at least the same relative proportion as such Parity Stock or Junior Stock for such purpose equal to the Liquidation Preference per share of Series A Preferred Stockapplicable period, and the number of additional shares of Series A Preferred Stock issuable to Holders in connection with or unless the payment of a PIK Dividend such dividend to such Parity Stock or Junior Stock will be, with respect result in an adjustment pursuant to each share of Series A Preferred Stock, and without limiting the foregoing proviso concerning fractional shares, the number (or fraction) obtained from the quotient of (1) the value (as determined in accordance with this Section 4(c)) of the applicable PIK Dividend per share of Series A Preferred Stock divided by (2) the Liquidation Preference per share of Series A Preferred Stock11.
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Payment of Dividend. With respect to any Dividend Payment Date, the Company will pay, to the extent permitted by applicable law, Dividends in the form of, in the Company’s its sole discretion, Dividends (i) in cash (any Dividend or portion of a Dividend paid in cash, a “Cash Dividend”), if, as and when authorized by the Board, or any duly authorized committee thereof, and declared by the Company, (ii) as a dividend in kind, additional duly authorized, validly issued and fully paid and nonassessable shares of Series A Preferred Stock (any Dividend or portion of a Dividend paid in the manner provided in this clause, a “PIK Dividend”) having value (as determined in accordance with the immediately following sentence) equal to the amount of Accrued Dividends during such Dividend Payment Period or (iii) through a combination of either of the foregoing; provided that (A) the Company shall pay all Initial Dividends solely in the form of PIK Dividends, (B) Cash Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $.005 being rounded upward), (CB) if the Company pays a PIK Dividend, no fractional shares of Series A Preferred Stock shall be issued to any Holder (after taking into account all shares of Series A Preferred Stock held by such Holder) and in lieu of any such fractional share, the Company shall pay to such Holder, at the Company’s option, either (1) an amount in cash equal to the applicable fraction of a share of Series A Preferred Stock multiplied by the Liquidation Preference per share of Series A Preferred Stock or (2) one additional whole share of Series A Preferred Stock and (DC) with respect to any Dividend Payment Date where the Company pays a combination of a PIK Dividend and a Cash Dividend, the proportion of a Dividend paid to any Holder that consists of a PIK Dividend (the “PIK Dividend Ratio”) shall be the same as the PIK Dividend Ratio with respect to each Dividend paid to each other Holder that receives a Dividend on such Dividend Payment Date. In the event that the Company pays a PIK Dividend, each share of Series A Preferred Stock paid in connection therewith shall have a deemed value for such purpose equal to the Liquidation Preference per share of Series A Preferred Stock, and the number of additional shares of Series A Preferred Stock issuable to Holders in connection with the payment of a PIK Dividend will be, with respect to each share of Series A Preferred Stock, and without limiting the foregoing proviso above concerning fractional shares, the number (or fraction) obtained from the quotient of (1) the value (as determined in accordance with this Section 4(c)) amount of the applicable PIK Dividend per share of Series A Preferred Stock divided by (2) the Liquidation Preference per share of Series A Preferred Stock. Accrued Dividends in respect of any prior Dividend Payment Periods may be paid on any date (whether or not such date is a Dividend Payment Date) if, as and when authorized by the Board, or any duly authorized committee thereof as declared by the Company. Notwithstanding anything to the contrary herein, the Company shall pay the Dividend payable on any Dividend Payment Date in cash, if any time during the relevant Dividend Payment Period, the Company had outstanding any convertible debt on which the obligor was required to pay amounts treated as interest for U.S. Federal income tax purposes.
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Samples: Investment Agreement (CommScope Holding Company, Inc.)