Permitted Dividend Clause Samples
A Permitted Dividend clause defines the specific circumstances under which a company is allowed to distribute dividends to its shareholders, despite other restrictions that may exist in a contract or agreement. Typically, this clause outlines the maximum amount, timing, or conditions—such as financial thresholds or compliance with covenants—under which dividends can be paid. Its core function is to provide clarity and predictability for both the company and its creditors or investors, ensuring that dividend payments do not jeopardize the company’s financial stability or breach contractual obligations.
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Permitted Dividend. The Company will be permitted to make a one-time cash dividend to the Company Shareholders in an aggregate amount equal to the dollar amount of the cash on the Company Balance Sheet immediately prior to the Effective Time (such distribution, the “Permitted Dividend”). The amount of the Permitted Dividend will be subject to the following adjustments: (a) if, as of the Closing Date, the amount of (X) the Company’s accounts receivable (net of allowance for doubtful accounts) plus cash is less than (Y) the Company’s accounts payable plus accrued expenses (excluding any expenses that are payable or that may become payable in connection with the transactions contemplated by this Agreement), then the amount of the Permitted Dividend will be reduced by the amount of such difference, and (b) if, as of the Closing Date, there is a Working Capital Shortfall (after taking into account any cash left behind in accordance with clause (a) above), then the amount of the Permitted Dividend will be reduced by the amount of the Working Capital Shortfall.
Permitted Dividend. “Permitted Dividend” shall have the meaning set forth in Section 4.2(a).
Permitted Dividend. (a) Prior to the Implementation Date, but subject to compliance with all relevant law, the Company may declare and pay a dividend (which may carry imputation credits to the extent available to the Company) together with any related supplementary dividend (as defined in s YA 1 of the Income Tax Act 2007) (such dividend being the "Permitted Dividend").
(b) The Permitted Dividend must not exceed 8.1 cents per Share.
(c) The Company may attach imputation credits to the Permitted Dividend, provided that:
(i) the imputation credits attached to the Permitted Dividend must not exceed the Company's imputation credit balance on the date of this agreement (subject to any adjustment after the date of this agreement for income tax payments, income tax refunds and other transactions that may affect the imputation credit account, in each case as reasonably expected prior to the Implementation Date);
(ii) in any event, the Company's imputation credit account must not be in a debit position following the payment of the Permitted Dividend (taking into account income tax payments, income tax refunds and other transactions that may affect the imputation credit account, in each case as reasonably expected after payment of the Permitted Dividend and prior to the Implementation Date);
(iii) the Company must provide the Acquirer at least 10 Business Days' prior notice of its intention to authorise the Permitted Dividend, which notice must: (aa) set out the proposed amount of the Permitted Dividend, the extent to which the Company proposes to impute the Permitted Dividend and details of any proposed supplementary dividend; and
Permitted Dividend. The parties acknowledge and agree that, prior to Settlement, the Vendor may, and may take any action or do anything to procure that the Company Group Member declares a dividend for the period prior to Settlement (Permitted Dividend), provided that:
(a) after the payment of such dividend that Company Group Member’s franking account and retained earnings balance will not be in deficit; and
(b) the dividend is declared and paid in accordance with the Corporations Act.
Permitted Dividend. From time to time prior to the Closing, NW Corp. may cause any Applicable Entity to distribute to its stockholder or unitholder, as applicable, a dividend in an amount equal to cash and investment Assets on hand (the “Permitted Dividend”). NW Corp. hereby expressly acknowledges that NFS and, following the Closing, the Applicable Entities shall have no Liability with respect to the Permitted Dividend.
Permitted Dividend. (a) Bidder acknowledges and agrees that Target may (in its discretion), at any time prior to the Implementation Date, announce, determine and pay, conditional on the Scheme becoming Effective, a Permitted Special Dividend, and that if Target determines and pays a Permitted Special Dividend, the Permitted Special Dividend: (i) must be paid in cash; (ii) must be paid no later than one Business Day before the Implementation Date; (iii) must not be in breach of the 'Benchmark Franking Rule' of section 203-25 of the Tax Act; (iv) may be franked to the maximum extent possible, subject to the franking account of Target not being in deficit at any time after the payment of the Permitted Special Dividend, taking into account any reasonably expected tax refund in respect of any tax payments or instalments made for the period up to the Implementation Date; (v) must not cause Target to incur any franking deficit tax; (vi) must have a record date at least two Business Days before the Scheme Record Date; and (vii) must comply with the Corporations Act.
Permitted Dividend. As set out in the Announcement, Bidco has agreed that any final dividend of up to 0.2875p per Ideagen Share, which is recommended and paid or becomes payable in respect of Ideagen’s 2022 financial year may be paid to Ideagen Shareholders without any reduction in the Acquisition Price (as defined in the Announcement) payable under the Acquisition.