Permitted Dividends Clause Samples

Permitted Dividends. If (a) Borrower remains an S corporation for federal income tax purposes; (b) an Event of Default has not occurred and will not occur as a result of the distribution; and

Permitted Dividends. For the avoidance of doubt and without limiting Section 6(a)(ii), the calculation of Economic Income shall be adjusted accordingly to reflect the fact that any Net Accrued Unrecognized Incentive that constitutes Designated Proceeds will be distributed pursuant to Section 6(a)(ii). Sublease losses and expenses recognized for accounting purposes where there is no corresponding cash outflow will be initially excluded from Economic Income. Net cash outflows on the lease and sublease arrangement in a given period, that are not otherwise normally accounted for as an operating expense in Economic Income, should be reflected as a net decrease (or increase) adjustment to the stated Economic Income for the period such amounts are incurred.

Permitted Dividends. Notwithstanding anything in Section 6.1 to the contrary, at any time after January 1, 2004, the Company may: (a) set a record date for, and declare and pay a dividend to its stockholders who are record holders of the issued and outstanding shares of Common Stock immediately prior to the Effective Time in an aggregate amount not to exceed $12.5 million and (b) set a record date for, declare and pay a dividend to its stockholders who are record holders of the issued and outstanding shares of Common Stock immediately prior to the Effective Time in an amount not to exceed $0.10 per share of Common Stock, provided, that, (i) the Company shall, with respect to the dividend contemplated by clause (a) of this Section 6.2, use its commercially reasonable efforts to cause PwC to deliver the Adjusted Net Earnings Agreed Upon Procedures Report to AFI as soon as practicable after the date hereof, (ii) each such dividend shall be conditioned upon the Closing of the Merger, and (iii) the Company shall have complied with all Applicable Law with respect to the declaration and payment of each such dividend, including, without limitation, the applicable provisions of the DGCL and the applicable rules and regulations under the Exchange Act and the New York Stock Exchange Listed Companies Manual. Notwithstanding anything herein to the contrary, such two dividends shall be the only dividends MONY shall be permitted to set a record date for, declare or pay hereunder or otherwise.”

Permitted Dividends. 30 Section 6.11 Access, Information and Documents.............................30 Section 6.12 Post-Closing Indemnification of Certain Persons...............30

Permitted Dividends. The Company may pay dividends to the holders of its Common Stock, provided that (i) contemporaneously with the declaration of any such dividend, the Company will set aside for payment to the holders of Warrants an amount equal to the total Dividend Amount (as hereinafter defined) payable to all holders of Warrants and (ii) on the date of payment of such dividend, will pay to each holder of Warrants the Dividend Amount multiplied times the number of Warrants owned by such holder as reflected on the Warrantholders' List. Such payment shall be made by Company check to such holder of Warrants at the address of such Holder as reflected on the Warrantholders' List. As used herein, the Dividend Amount shall equal the dividend declared or paid (as the case may be) with respect to one share of Common Stock multiplied times the Dilution Factor on the date of declaration or payment.

Permitted Dividends. Notwithstanding anything in this Agreement to the contrary, ADLT shall permit RLI to declare and pay, and RLI may declare and pay, Permitted Dividends at any time prior to the Closing.

Permitted Dividends. Each of the Sellers shall have received as dividends or bonuses from the Company its pro rata share of the Company's net earnings for the period from January 1, 2000 to the Closing Date (the "Permitted Dividends"). In the event that the Company shall have had insufficient cash to pay all or part of the Permitted Dividends prior to the Closing Date, each Seller shall receive at the Closing a six-month promissory note (each, a "Note" and collectively, the "Notes") from the Company in the amount of such Seller's pro rata portion of the amount of Permitted Dividends owed, as reflected on the Estimated Closing Financial Statements. The Notes shall bear interest at the rate of 8% per annum and shall be satisfactory in form and substance to Purchaser, Sellers, and their respective counsel. Any amounts owed to Sellers or any Seller under any Notes issued pursuant to this Section 11.6 shall be subject to offset and reduction by the Purchaser as described in Section 12.6 hereof.

Permitted Dividends. (a) Notwithstanding any other provision of this deed but subject to the requirements of this clause 5, OZL may (in its absolute discretion) declare and pay to OZL Shareholders one or more dividends of up to $1.75 in aggregate per OZL Share on or prior to the Implementation Date (each a Permitted Dividend) provided that the payment of a Permitted Dividend must comply with the Corporations Act and that: (i) the Permitted Dividend is not in breach section 203-25 of the Tax Act; (ii) the franking account of OZL not being in deficit at any time after the payment of the Permitted Dividend due to the payment of the Permitted Dividend and/or tax refunds received by OZL, nor prior to the declaration of, or resolution to pay, the Permitted Dividend; (iii) OZL must provide a copy of the OZL franking account to BHP, for information purposes only, on the following dates: (A) 15 Business Days before the declaration or resolution to pay the Permitted Dividend is passed; and (B) 5 Business Days prior to the Implementation Date. (b) The record date for a Permitted Dividend must be at least 2 days before the Record Date. (c) If OZL announces, declares and pays a Permitted Dividend in accordance with clause 5.1, the Permitted Dividend is to be paid from accumulated profits, retained earnings or distributable reserves (or a combination of all or some of them) of the OZL Group existing immediately prior to the declaration of that dividend. (d) OZL will seek a: (i) class ruling from the ATO which seeks to confirm whether OZL Shareholders are prima facie entitled to the franking credits and associated tax offsets attached to the Permitted Dividend in customary form; and (ii) private ruling from the ATO which seeks to confirm that the Commissioner of Taxation will not make a determination under paragraph 204-30(3)(a) of the Tax Act or paragraph 177EA(5)(a) of the Tax Act that an additional franking debit arises to OZL in respect of the Permitted Dividend. (e) In respect of the class ruling and private ruling contemplated by clause 5.1(d): (i) OZL: (A) must provide to BHP a draft of the class ruling and private ruling requests within a reasonable time before submission with the ATO for the purpose of enabling BHP to comment on the requests; and (B) consider in good faith, for the purpose of amending the draft ruling requests, any reasonable comments from BHP on the draft ruling requests, which BHP must provide on a timely basis; and (ii) each party must provide the other party wit...

Permitted Dividends. The Company shall be permitted to make distributions, including distributions previously made during 2001, of earnings to Seller, for the purpose of offsetting such Seller's income Taxes arising from the Company's Taxable Income from the Company's operations, in an aggregate amount equal to 45.0% of estimated 2001 Taxable income from the Company's operations, which shall be finally reconciled no later than March 31, 2002. Computations of the Company's Taxable income shall exclude any element of gain attributable to the transactions contemplated herein. To the extent dividends distributed to Seller exceed the dividend permitted above, the Purchase Price shall be reduced commensurately by the amount of such excess, and Seller shall pay to Buyer the amount of any excess determined after the Closing.