Preferred Dividends. Holders of the Company Preferred Securities shall be entitled to receive, out of funds held by the Company to the extent that the Company has cash on hand sufficient to permit such payments and funds legally available therefor, distributions (the "PREFERRED DIVIDENDS") at a rate of ___% per annum (the "PREFERRED RATE") of the Liquidation Preference of the Company Preferred Securities. Preferred Dividends shall be cumulative, and will accumulate whether or not there are funds of the Company available for their payment. Preferred Dividends shall accrue from __________and, except as provided below, shall be payable quarterly in arrears on ___________, ___________, ___________ and ___________ of each year, commencing on ___________, 20__, and ending on _________, ____. Each such date of payment is a "DIVIDEND PAYMENT DATE" and each period from and including a Dividend Payment Date, or the date of initial issuance as applicable, to but not including the next Dividend Payment Date, is a "DIVIDEND PERIOD"; provided, however, that if any Dividend Payment Date is not a business day, dividends will be payable on the next business day (and without any interest or other payment in respect of any such delay) except that, if such business day is in the next succeeding calendar year, payment of such Preferred Dividend shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Preferred Dividends shall accrue on a daily accrual basis on the basis of a 360-day year of twelve 30-day months. Preferred Dividends in arrears will accumulate and compound quarterly at the Preferred Rate.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Teco Capital Trust Iii), Limited Liability Company Agreement (Teco Capital Trust Iii), Limited Liability Company Agreement (Teco Energy Inc)
Preferred Dividends. Holders The holders of the Company Preferred Securities Shares (each, a "Holder" and collectively, the "Holders") shall be entitled to receivereceive cumulative dividends ("Dividends") at the Dividend Rate payable on the Liquidation Preference of such Preferred Shares as of the applicable Dividend Date (or, for the initial Dividend Period, as of the Initial Issuance Date). Dividends on the Preferred Shares shall commence accruing on the Initial Issuance Date and shall be computed on the basis of a 365-day year and actual days elapsed. Dividends shall be payable in arrears on January 1, April 1, July 1, and October 1 (each, a "Dividend Date" and each such quarterly period (or shorter period in the case of the first such period following the Initial Issuance Date) being a "Dividend Period") with the first Dividend Date being [ ], 20[ ]. If a Dividend Date is not a Business Day, then the Dividend shall be payable on the Business Day immediately following such Dividend Date. At the Company's option, dividends may be declared and paid in cash out of funds held by the Company to the extent that the Company has cash on hand sufficient to permit such payments and funds legally available therefor, distributions (when, as and if declared by the "PREFERRED DIVIDENDS") at a rate of ___% per annum (Company; provided that if Dividends are not declared and paid in cash on any Dividend Date for the "PREFERRED RATE") of immediately preceding Dividend Period, then such Dividend shall automatically accrue and be added to the Liquidation Preference as of the Company Preferred Securities. Preferred Dividends shall be cumulativesuch Dividend Date, and will accumulate whether or not declared by the Board and whether or not in any Dividend Period or Periods there are shall be funds of the Company legally available for their paymentthe payment of such Dividends. Preferred Dividends shall accrue from __________and, except as provided below, shall be payable quarterly in arrears on ___________, ___________, ___________ and ___________ of On each year, commencing on ___________, 20__, and ending on _________, ____. Each such date of payment is a "DIVIDEND PAYMENT DATE" and each period from and including a Dividend Payment Date, if the Company does not have current or accumulated "earnings and profits" within the date meaning of initial issuance Sections 301 and 312 of the Internal Revenue Code of 1986, as applicableamended, to but not including the next through such Dividend Payment Date, is a "DIVIDEND PERIOD"; provided, however, that if the Company shall not withhold any amount of the applicable Dividend Payment Date is not a business day, dividends will be payable on the next business day (and without any interest or other payment in respect of any such delay) except that, if such business day is in the next succeeding calendar year, payment of such Preferred Dividend shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Preferred Dividends shall accrue on a daily accrual basis on the basis of a 360-day year of twelve 30-day months. Preferred Dividends in arrears will accumulate and compound quarterly at the Preferred RateU.S. federal income tax.
Appears in 2 contracts
Samples: Merger Agreement (Digitalglobe Inc), Shareholder Agreement (Digitalglobe Inc)
Preferred Dividends. Holders The holders of the Company Preferred Securities Shares (each, a “Holder” and collectively, the “Holders”) shall be entitled to receivereceive cumulative dividends (“Dividends”) at the Dividend Rate payable on the Liquidation Preference of such Preferred Shares as of the applicable Dividend Date (or, for the initial Dividend Period, as of the Initial Issuance Date). Dividends on the Preferred Shares shall commence accruing on the Initial Issuance Date and shall be computed on the basis of a 365-day year and actual days elapsed. Dividends shall be payable in arrears on January 1, April 1, July 1, and October 1 (each, a “Dividend Date” and each such quarterly period (or shorter period in the case of the first such period following the Initial Issuance Date) being a “Dividend Period”) with the first Dividend Date being [ ], 2010. If a Dividend Date is not a Business Day, then the Dividend shall be payable on the Business Day immediately following such Dividend Date. At the Company’s option, dividends may be declared and paid in cash out of funds held by the Company to the extent that the Company has cash on hand sufficient to permit such payments and funds legally available therefor, distributions (when, as and if declared by the "PREFERRED DIVIDENDS") at a rate of ___% per annum (Company; provided that if Dividends are not declared and paid in cash on any Dividend Date for the "PREFERRED RATE") of immediately preceding Dividend Period, then such Dividend shall automatically accrue and be added to the Liquidation Preference as of the Company Preferred Securities. Preferred Dividends shall be cumulativesuch Dividend Date, and will accumulate whether or not declared by the Board and whether or not in any Dividend Period or Periods there are shall be funds of the Company legally available for their paymentthe payment of such Dividends. Preferred Dividends shall accrue from __________and, except as provided below, shall be payable quarterly in arrears on ___________, ___________, ___________ and ___________ of On each year, commencing on ___________, 20__, and ending on _________, ____. Each such date of payment is a "DIVIDEND PAYMENT DATE" and each period from and including a Dividend Payment Date, if the Company does not have current or accumulated “earnings and profits” within the date meaning of initial issuance Sections 301 and 312 of the Internal Revenue Code of 1986, as applicableamended, to but not including the next through such Dividend Payment Date, is a "DIVIDEND PERIOD"; provided, however, that if the Company shall not withhold any amount of the applicable Dividend Payment Date is not a business day, dividends will be payable on the next business day (and without any interest or other payment in respect of any such delay) except that, if such business day is in the next succeeding calendar year, payment of such Preferred Dividend shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Preferred Dividends shall accrue on a daily accrual basis on the basis of a 360-day year of twelve 30-day months. Preferred Dividends in arrears will accumulate and compound quarterly at the Preferred RateU.S. federal income tax.
Appears in 1 contract
Samples: Purchase Agreement (GeoEye, Inc.)
Preferred Dividends. Holders of the Company LLC Preferred Securities shall be entitled to receive, out of funds held by the Company LLC to the extent that the Company LLC has cash on hand sufficient to permit such payments and funds legally available therefor, distributions (the "PREFERRED DIVIDENDS") at a rate of ___5.11% per annum (the "PREFERRED RATE") of the Liquidation Preference of the Company LLC Preferred Securities. The Preferred Rate shall be adjusted at the time the interest rate paid on the Subordinated Notes is reset pursuant to Section 205(b) of the Supplemental Indenture and shall thereafter be equal to the Reset Rate as defined therein. Preferred Dividends shall be cumulative, and will accumulate whether or not there are funds of the Company LLC available for their payment. Preferred Dividends shall accrue from __________January 15, 2002 and, except as provided below, shall be payable quarterly in arrears on ___________January 15, ___________April 15, ___________ July 15 and ___________ October 15 of each year, commencing on ___________April 15, 20__2002, and ending on _________January 15, ____2007. Each such date of payment is a "DIVIDEND PAYMENT DATE" and each period from and including a Dividend Payment Date, or the date of initial issuance as applicable, to but not including the next Dividend Payment Date, is a "DIVIDEND PERIOD"; provided, however, that if any Dividend Payment Date is not a business day, dividends will be payable on the next business day (and without any interest or other payment in respect of any such delay) except that, if such business day is in the next succeeding calendar year, payment of such Preferred Dividend shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Preferred Dividends shall accrue on a daily accrual basis on the basis of a 360-day year of twelve 30-day months. Preferred Dividends in arrears will accumulate and compound quarterly at the Preferred Rate.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Teco Energy Inc)
Preferred Dividends. Holders of Subject to Section 9.1(d), the Company Preferred Securities Members shall be entitled to receive, out of funds held by the Company receive cumulative cash Dividends for each Dividend Period equal to the extent sum of (a) Union Bank of Switzerland's three-month London interbank offered rate, reset quarterly, plus (b) a spread equal to (i) 300 basis points for the period from the Closing Date to but excluding December 31, 1997, (ii) 400 basis points for the period from December 31, 1997, to but excluding March 31, 1998, (iii) 500 basis points for the period from March 31, 1998, to but excluding June 30, 1998, (iv) 000 xxxxx xxxxxx xxr the period from June 30, 1998, to but excluding September 30, 1998, and (v) 700 basis points at all times from and after September 30, 1998, provided, however, that upon the Company has cash on hand sufficient to permit such payments occurrence and funds legally available thereforduring the continuance of an Event of Default, distributions the spread otherwise applicable under this clause (the "PREFERRED DIVIDENDS"c) at a rate of ___% per annum (the "PREFERRED RATE") of the Liquidation Preference of the Company Preferred Securitiesshall increase by 100 basis points. Preferred Dividends shall be cumulativepayable quarterly in arrears on the last day of each Dividend Period of each year, commencing on the initial Dividend Payment Date of December 31, 1997 to the Holder of record as of the tenth (10th) Business Day preceding (each, a "Record Date"). Dividends shall accrue and will accumulate be cumulative whether or not they have been earned or declared and whether or not there are funds of the Company legally available for their paymentthe payment of Dividends. Dividends on the Preferred Dividends shall accrue from __________and, except as provided below, shall Interests must be payable quarterly in arrears declared for each Dividend Period and be paid on ___________, ___________, ___________ and ___________ of each year, commencing on ___________, 20__, and ending on _________, ____. Each such date of payment is a "DIVIDEND PAYMENT DATE" and each period from and including a Dividend Payment Date, or the date of initial issuance as applicable, to but not including the next Dividend Payment Date, is a "DIVIDEND PERIOD"; provided, however, that if any Dividend Payment Date is to the extent that the Company has, in the Collection Account, on such date, (x) funds legally available for the payment of such Dividends and (y) cash on hand sufficient to make such payments, it being understood that to the extent that funds are not a business dayavailable to pay in full all accumulated and unpaid Dividends, dividends will be the Company may pay partial Dividends to the extent of funds legally available therefor. Dividends payable on the next business day (and without any interest or other payment in respect of any such delay) except that, if such business day is in the next succeeding calendar year, payment of such Preferred Dividend shall Interests will be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Preferred Dividends shall accrue on a daily accrual basis computed on the basis of a 360-day year of twelve 30-day months. Preferred and actual days elapsed occurring in the period with respect to which such Dividends in arrears will accumulate and compound quarterly at the Preferred Rateare payable.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Enserch Exploration Inc /Tx/)
Preferred Dividends. Holders (i) In addition to the Participating Dividends, each Holder of the Company Series A Preferred Securities Stock shall be entitled to receive, out of funds held when, as and if authorized and declared by the Company to Board, dividends accruing daily on the extent that basis of twelve 30-day months and a 360-day year, at the Company has cash on hand sufficient to permit such payments and funds legally available therefor, distributions (the "PREFERRED DIVIDENDS") at a rate of ___11% per annum (the "PREFERRED RATE") of the Liquidation Preference of per share (the Company “Preferred SecuritiesDividends” and together with the Participating Dividends, the “Dividends”). The Preferred Dividends shall be cumulative, and will accumulate whether or not there are funds of the Company available for their payment. Preferred Dividends declared, shall accrue from __________and, except as provided compound quarterly and subject to Section 4(d) below, shall be payable paid quarterly in arrears on ___________the last day of March, ___________June, ___________ September and ___________ of December in each yearyear (each, a “Dividend Payment Date”), commencing on ___________, 20__, and ending on _________, ____. Each the first such date following the Issuance Date for such share of payment Series A Preferred Stock.
(ii) If a Preferred Dividend is a "DIVIDEND PAYMENT DATE" and each period from and including a declared by the Board in respect of any Dividend Payment Date, or the date of initial issuance as applicable, to but not including the next Dividend Payment Date, is a "DIVIDEND PERIOD"; provided, however, that if any Dividend Payment Date is not a business day, dividends will be payable on the next business day (and without any interest or other payment in respect of any such delay) except that, if such business day is in the next succeeding calendar year, payment of then such Preferred Dividend shall be made on the immediately preceding Business Daypaid in cash. The Board shall not be required to declare any Preferred Dividends, in each case with the same force and effect as if made on such date. Preferred Dividends shall accrue on a daily accrual basis on the basis any declaration of a 360-day year of twelve 30-day months. Preferred Dividends in arrears will accumulate and compound quarterly Dividend shall be solely at the discretion of the Board. If the Board does not declare a Preferred RateDividend in respect of any Dividend Payment Date, the amount of such accrued and unpaid Preferred Dividend per share of Series A Preferred Stock shall be added to the Liquidation Preference and shall compound quarterly.
Appears in 1 contract
Preferred Dividends. Holders of the Company Preferred Securities shall be entitled to receive, out of funds held by the Company to the extent that the Company has cash on hand sufficient to permit such payments and funds legally available therefor, distributions (the "PREFERRED DIVIDENDS") at a rate of ___8.50% per annum (the "PREFERRED RATE") of the Liquidation Preference of the Company Preferred Securities. Preferred Dividends shall be cumulative, and will accumulate whether or not there are funds of the Company available for their payment. Preferred Dividends shall accrue from __________December 20, 2000 and, except as provided below, shall be payable quarterly in arrears on ___________January 31, ___________April 30, ___________ July 31 and ___________ October 31 of each year, commencing on ___________January 31, 20__2001, and ending on _________January 31, ____2041. Each such date of payment is a "DIVIDEND PAYMENT DATE" and each period from and including a Dividend Payment Date, or the date of initial issuance as applicable, to but not including the next Dividend Payment Date, is a "DIVIDEND PERIOD"; provided, however, that if any Dividend Payment Date is not a business day, dividends will be payable on the next business day (and without any interest or other payment in respect of any such delay) except that, if such business day is in the next succeeding calendar year, payment of such Preferred Dividend shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Preferred Dividends shall accrue on a daily accrual basis on the basis of a 360-day year of twelve 30-day months. Preferred Dividends in arrears will accumulate and compound quarterly at the Preferred Rate.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Teco Energy Inc)
Preferred Dividends. Holders The holders of the Company Preferred Securities Shares (each, a “Holder” and collectively, the “Holders”) shall be entitled to receivereceive cumulative dividends (“Dividends”) at the Dividend Rate payable on the Liquidation Preference of such Preferred Shares as of the applicable Dividend Date (or, for the initial Dividend Period, as of the Initial Issuance Date). Dividends on the Preferred Shares shall commence accruing on the Initial Issuance Date and shall be computed on the basis of a 365-day year and actual days elapsed. Dividends shall be payable in arrears on January 1, April 1, July 1, and October 1 (each, a “Dividend Date” and each such quarterly period (or shorter period in the case of the first such period following the Initial Issuance Date) being a “Dividend Period”) with the first Dividend Date being [ ], 20[ ]. If a Dividend Date is not a Business Day, then the Dividend shall be payable on the Business Day immediately following such Dividend Date. At the Company’s option, dividends may be declared and paid in cash out of funds held by the Company to the extent that the Company has cash on hand sufficient to permit such payments and funds legally available therefor, distributions (when, as and if declared by the "PREFERRED DIVIDENDS") at a rate of ___% per annum (Company; provided that if Dividends are not declared and paid in cash on any Dividend Date for the "PREFERRED RATE") of immediately preceding Dividend Period, then such Dividend shall automatically accrue and be added to the Liquidation Preference as of the Company Preferred Securities. Preferred Dividends shall be cumulativesuch Dividend Date, and will accumulate whether or not declared by the Board and whether or not in any Dividend Period or Periods there are shall be funds of the Company legally available for their paymentthe payment of such Dividends. Preferred Dividends shall accrue from __________and, except as provided below, shall be payable quarterly in arrears on ___________, ___________, ___________ and ___________ of On each year, commencing on ___________, 20__, and ending on _________, ____. Each such date of payment is a "DIVIDEND PAYMENT DATE" and each period from and including a Dividend Payment Date, if the Company does not have current or accumulated “earnings and profits” within the date meaning of initial issuance Sections 301 and 312 of the Internal Revenue Code of 1986, as applicableamended, to but not including the next through such Dividend Payment Date, is a "DIVIDEND PERIOD"; provided, however, that if the Company shall not withhold any amount of the applicable Dividend Payment Date is not a business day, dividends will be payable on the next business day (and without any interest or other payment in respect of any such delay) except that, if such business day is in the next succeeding calendar year, payment of such Preferred Dividend shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on such date. Preferred Dividends shall accrue on a daily accrual basis on the basis of a 360-day year of twelve 30-day months. Preferred Dividends in arrears will accumulate and compound quarterly at the Preferred RateU.S. federal income tax.
Appears in 1 contract
Samples: Merger Agreement (GeoEye, Inc.)