Pre-Closing Dividends. The Pre-Closing Dividend Amount shall be not less than the Minimum Pre-Closing Dividend Amount.
Pre-Closing Dividends. (a) From and after the date of this Agreement and until the earlier of the termination of this Agreement and the Effective Time, the Company shall not make any dividend or distribution to its stockholders, and the Company OP shall not make any dividend or distribution to its partners, in each case without the prior written consent of Parent in its sole discretion; provided, however, that the written consent of Parent shall not be required for the authorization and payment of (i) distributions required for the Company to maintain its status as a REIT under the Code, (ii) quarterly distributions of up to $0.095 per share of Company Common Stock to the holders thereof for the quarter ending June 30, 2015 and for each quarter thereafter ending prior to the Effective Time and for each partial quarter ending on the Effective Time; provided, however, that the record date of any such dividend must be on or before the date which is ten (10) days prior to the Closing Date, and (iii) a distribution per Company OP Unit in the same amount as a dividend per share of Company Common Stock permitted pursuant to clauses (i) or (ii) above, with the same record and payment dates as such dividends on shares of Company Common Stock. In the event that a distribution with respect to shares of Company Common Stock permitted by this Section 6.13 has (x) a record date prior to the Effective Time and (y) has not been paid as of the Effective Time, the holders of shares of Company Common Stock shall be entitled to receive such distribution at the time such shares are exchanged pursuant to Article II of this Agreement.
(b) From and after the date of this Agreement and until the earlier of the termination of this Agreement and the Effective Time, Parent shall not make any dividend or distribution to its stockholders, and Parent OP shall not make any dividend or distribution to its partners, in each case without the prior written consent of the Company in its sole discretion; provided, however, that the written consent of the Company shall not be required for the authorization and payment of (i) distributions required for Parent to maintain its status as a REIT under the Code, (ii) monthly distributions of up to $0.06 per share of Parent Common Stock to the holders thereof, including for any partial month ending on the Effective Time, and (iii) monthly distributions of up to $0.06 per Parent OP Common Unit to the holders thereof.
Pre-Closing Dividends. Between the date hereof and the Closing, Seller shall not permit the Company to pay dividends to Seller.
Pre-Closing Dividends. (a) The Company Board may, prior to the Closing but not earlier than the 15th day prior to the anticipated Closing Date, declare and cause the Company to pay a cash dividend (the “Pre-Closing Dividend”) to the holders of Company Common Stock in an amount per share of Company Common Stock determined as follows (the “Per Share Pre-Closing Dividend”):
(i) The Per Share Pre-Closing Dividend shall be equal to the sum of (x) the Base Pre-Closing Dividend Per Share Amount plus (y) the Additional Pre-Closing Dividend Per Share Amount, if any, in each case determined as follows:
(A) If Dividend Funds are equal to or less than $33,500,000 plus any amounts necessary to pay any accrued Transaction Expenses, there shall be no Per Share Pre-Closing Dividend;
(B) If Dividend Funds are in excess of $33,500,000 plus any amounts necessary to pay any accrued Transaction Expenses (such excess, “Available Funds”), then to the extent that Available Funds would result in a dividend per share on a Fully-Diluted Company Equity basis up to and including $8.50, a dividend equal to the quotient of Available Funds divided by Fully Diluted Company Equity (the “Base Pre-Closing Dividend Per Share Amount”);
(ii) If Available Funds exceed the amount that would result in a dividend per share of Fully-Diluted Company Equity of $8.50 (such excess, the “Additional Available Funds”), then an additional amount determined as follows:
(A) If Additional Available Funds are equal to or less than $5,000,000, there shall be no additional amount;
(B) If Additional Available Funds are in excess of $5,000,000 (such excess, the “Excess Available Funds”), then an additional amount equal to the quotient of (i)(y) the product of Excess Available Funds and (z) 0.70 divided by (ii) Fully Diluted Company Equity (the “Additional Pre-Closing Dividend Per Share”). Solely for purposes of the foregoing, the value of any Financial Instruments Owned at Fair Value acquired after the date of this Agreement to the extent in the aggregate in excess of $5,000,000 shall be reduced by 50%.
(b) As used in this Agreement, (i) “Dividend Funds” means the dollar value of all Cash and Cash Equivalents and Financial Instruments Owned at Fair Value of the Company as determined in accordance with GAAP consistently applied with the consolidated balance sheets included in the Company Reports as of immediately prior to the Effective Time; (ii) “Fully Diluted Company Equity” means the total number of shares of Company Common Stock outst...
Pre-Closing Dividends. (a) Immediately prior to the Closing, the Bank shall declare and pay a cash dividend to the Company of $30,000,000 less an adjustment for the amount, if any, by which the aggregate contract termination charges incurred by the Bank in connection with the Merger as set forth on Section 2.2 of the Seller Disclosure Schedules exceed $4,000,000, with the difference net of a 21% federal income tax effect (the “Bank Special Dividend”). Sellers shall prepare and deliver to Buyer, for Buyer’s review and approval a good faith estimate of the aggregate charges incurred by the Bank in connection with the Merger as set forth on Section 2.2 of the Seller Disclosure Schedules. Such good faith estimate shall be provided not less than fifteen (15) Business Days prior to the proposed Closing Date, or if Buyer establishes a proposed Closing Date less than fifteen (15) Business Days prior to proposed Closing Date, within two (2) Business Days following notification by Buyer of the Closing Date. If Buyer notifies Sellers in writing of its disagreement with any such good faith estimates, then Buyer and Sellers shall make good faith efforts to resolve such disagreements within five (5) Business Days of such notification. If any such items remain in dispute, such items (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement of the Parties, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The cost of engaging any such accounting firm shall be payable 50% by Sellers and 50% by Buyer.
(b) Immediately prior to the Closing, the Company shall declare and pay a cash dividend in the same aggregate amount as the Bank Special Dividend payable to Sellers (the “Company Special Dividend”).
Pre-Closing Dividends. Prior to or at the Closing, Seller shall use its reasonable best efforts to cause Bank to make (1) the Pre-Closing Primary Dividend; and (2) secondarily to the Pre-Closing Primary Dividend, one or more dividends or distributions to Seller in an aggregate amount not to exceed $125,000,000.00 (the “Pre-Closing Secondary Dividend” and together with the Pre-Closing Primary Dividend, the “Pre-Closing Dividends”) and to obtain the Requisite Regulatory Approvals set forth in Section 5.02(d) of the Bank Disclosure Schedules. In connection with the Pre-Closing Primary Dividend, Bank will redeem any of the shares of Second Preferred Stock that are issued and outstanding.
Pre-Closing Dividends. If the Corporation is assessed or reassessed by a Governmental Authority under Parts III or III.1 of the Tax Act (or under an equivalent provision in the Tax legislation of any other jurisdiction) in respect of any deemed dividend or declared dividend prior to the Closing Date, or any such assessment or reassessment is so threatened, and if the Purchaser so requests, each of the Seller Parties agrees to execute (or to cause any recipient of such dividend to execute) elections pursuant to subsections 184(3) or 185.1
Pre-Closing Dividends. Prior to the Closing Date, the Company (a) shall distribute to its shareholders, by dividend, all shares of Parent Capital Stock held by the Acquired Companies and (the "Pre-Closing Stock Dividend") and (b) may distribute to its shareholders, by dividend (the "Pre-Closing Cash Dividend"), such amount of cash that is determined solely and exclusively by the Company Board without deemed approval of or consent by Parent and which after made shall leave an amount of cash at least equal to the Tax Reserve and also leave sufficient working capital in the Acquired Companies for the Acquired Companies to operate in the ordinary course of business and to satisfy its obligations (exclusive of the Closing Tax Liability) independent of whether the Merger is consummated and in which no way will be supported (directly or indirectly) by Parent's funds or credit.
Pre-Closing Dividends. From time to time between the date of this Agreement and the Closing Date, XXXX Seller shall use reasonable best efforts to cause the Company to declare and pay ordinary cash dividends in such amounts as are equal to XXXX Seller’s good faith estimate at such time of the excess of the Company’s statutory capital and surplus as expected at Closing over the Reference Statutory Value; it being understood and agreed that nothing in this Section 5.26 shall require XXXX Seller to use efforts, or to cause or require the Company to, declare or pay any dividend that is contrary to Applicable Law, is reasonably determined by the members Board of Directors of XXXX Seller to be inconsistent with their fiduciary duties under Applicable Law, not permitted under applicable accounting practices or is otherwise reasonably determined by XXXX Seller or the Company, as applicable, to have a material and adverse effect on XXXX Seller, the Company, the Company Business or the likelihood of the transactions contemplated by this Agreement being consummated in a timely manner.
Pre-Closing Dividends. (a) The Company Board may, prior to the Closing but not earlier than the 15th day prior to the anticipated Closing Date, declare and cause the Company to pay a cash dividend (the “Pre-Closing Dividend”) to the holders of Company Common Stock in an amount per share of Company Common Stock determined as follows (the “Per Share Pre-Closing Dividend”):
