Regular Dividends. In addition to participation in cash dividends on, or distributions to, Common Stock as set forth in Section 4(b), and subject to Section 4(d), commencing on the Issue Date, dividends on Series A-2 Preferred Stock shall accrue daily and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (each, a “Dividend Payment Date”) or, if any such day is not a Business Day, the preceding Business Day. Dividends payable pursuant to this Section 4(c), if, when and as declared by the Board of Directors, will be, for each outstanding share of Series A-2 Preferred Stock, payable, subject to Section 4(d), in cash as follows:
(i) Dividends at an amount equal to an annual rate equal to the Dividend Rate multiplied by the sum of (A) the Stated Value and (B), without duplication, the amount of Unpaid Dividends, on such share of Series A-2 Preferred Stock, payable in cash.
(ii) Dividends payable pursuant to this Section 4(c) will be computed on the basis of a 360-day year of twelve 30-day months and, for any Dividend Period greater or less than a full Dividend Period, will be computed on the basis of the actual number of days elapsed in the period divided by 90. The period from the Issue Date to and including June 30, 2017 and each period from, but excluding, a Dividend Payment Date to, and including, the following Dividend Payment Date is herein referred to as a “Dividend Period.” Dividends payable pursuant to this Section 4(c) are cumulative. Such dividends shall begin to accrue and be cumulative from the Issue Date, shall compound at the relevant rate on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on another dividend unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date, in which case dividends will accrue on such Unpaid Dividends) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date.
(iii) If the Conversion Date with respect to any share of Series A-2 Preferred Stock is prior to the Record Date for any dividend, the Holder of such shares will not be entitled to any such dividend, subject to any Unpaid Dividends being taken into account in Section 7. If the Conversion Date with respect to any share of Series A-2 Preferred Stock is after the Record Date for any dividend but before the corresponding Dividend Payment Date, the Holder of such ...
Regular Dividends. After the date of this Agreement, each of Parent and the Company shall coordinate with the other the declaration of any dividends in respect of Parent Common Stock and Company Common Stock and the record dates and payment dates relating thereto, it being the intention of the Parties hereto that holders of Company Common Stock shall not receive two dividends, or fail to receive one dividend, in any quarter with respect to their shares of Company Common Stock and any shares of Parent Common Stock any such holder receives in exchange therefor in the Merger.
Regular Dividends. CFSB shall not declare, set aside, pay or make any dividend or other distribution or payment (whether in cash, stock, or property) with respect to, or purchase or redeem, any shares of the capital stock other than the regular 10 percent stock dividend on dates corresponding to the historical declaration and payment dates and regular quarterly cash dividends per share on CFSB Common Stock payable on the regular historical payment dates, all in a manner consistent with CFSB's past dividend practice. Old Kent and CFSB agree that they will cooperate to assure that, during any calendar quarter, there shall not be a duplica- tion of payment of dividends to stockholders of CFSB. Notwithstanding the above, if and to the extent that the payment of a dividend in the manner provided in this Section would, under GAAP or the rules, regulations, or interpretations of the SEC or its staff, disqualify the Merger for pooling- of-interests accounting treatment, that dividend shall not be paid, but an equitable adjustment shall be made to the Exchange Ratio for the amount of the dividend not paid. If the customary payment date for the next regular cash dividend payable after the Effective Time of Old Kent Common Stock as the Surviving Corporation which is eligible to be received by the former holders of CFSB Common Stock is more than 90 days after the payment date of the last regular cash dividend paid or to be paid on CFSB Common Stock prior to the Effective Time (such number of days over 90 days being the "DIVIDEND LAG PERIOD"), then CFSB may declare and set aside immediately prior to the Effective Time, and may pay at a date it may select in its discretion, a "SPECIAL PRO-RATA DIVIDEND" pursuant to this Section. Any such Special Pro-rata Dividend shall be payable in cash, and shall not exceed an amount per share that is the product of (i) the amount of the dividend permitted to be paid by CFSB pursuant to this Section 5.5, multi- plied by (ii) a fraction, the numerator of which is the Dividend Lag Period and the denominator of which is 90 days.
Regular Dividends. Grand Premier shall not declare, set aside, pay, or make any dividend or other distribution or payment (whether in cash, stock, or property) with respect to, or purchase or redeem, any shares of Grand Premier Capital Stock other than (a) regular quarterly cash dividends on Grand Premier Common Stock in an amount not to exceed $0.09 per share per quarter payable on the regular historical payment dates, and (b) dividends on Grand Premier Preferred Stock required to be paid when and as provided by Grand Premier's amended and restated certificate of incorporation; all in a manner consistent with Grand Premier's past dividend practice. Old Kent and Grand Premier agree that they will cooperate to assure that, during any calendar quarter, there shall not be a duplication of payment of dividends to the holders of Grand Premier Common Stock. Notwithstanding the preceding sentences, if and to the extent that the payment of a dividend in the manner provided in this Section would, in Old Kent's reasonable judgment, present a significant risk that under GAAP or the rules, regulations, or interpretations of the SEC or its staff, the Merger would not qualify for pooling-of-interests accounting treatment, that dividend shall not be paid, but an equitable adjustment shall be made to the Exchange Ratio for the amount of the dividend not paid.
Regular Dividends. 35 5.7 Data Processing and Related Contracts. . . . . . . . . . . . . 35 TABLE OF CONTENTS -- CONTINUED -- PAGE
Regular Dividends. Each holder (a "Holder" and, collectively, the "Holders") of the Preferred Shares shall be entitled to receive on each April 7 and October 7, or if such date is not a Business Day, the immediately subsequent Business Day, commencing October 7, 2000 (each, a "Dividend Payment Date"), dividends ("Regular Dividends") at a rate of seven percent (7%) per annum, computed on the basis of $100.00 per Preferred Share. Such dividends shall be cumulative from (and including) such Preferred Share's Issuance Date (as defined below) and shall accrue daily, whether or not earned or declared, thereafter until paid and be calculated on the basis of a 360 day year. Dividends shall be payable in cash; provided, however that in lieu of paying such dividends in cash, the Company may, at its option, at the time of conversion of any or all Preferred Shares held by any Holder, increase the Transaction Value (defined below) of each Preferred Share by the amount of Regular Dividends which have accrued on such Preferred Share but have not been paid by the Company.
Regular Dividends. Notwithstanding the provisions of Section 5.1, the parties agree that each of Omnicom and Publicis shall be permitted to, between the date hereof and the Closing Date, continue to declare, set aside and pay (x) in the case of Omnicom, regular quarterly dividends in the ordinary and usual course of business consistent with past practice and (y) in the case of Publicis, regular annual dividends in the ordinary and usual course of business consistent with past practice; provided, that, notwithstanding anything to the contrary contained herein, (1) no such dividend shall be paid or payable, or declared in a manner contemplated to be paid or payable, on or after the Measurement Date and (2) each of the first two regular quarterly dividends paid by Omnicom following the execution of this Agreement shall not exceed $0.40 per share per dividend.
Regular Dividends. Pinnacle shall not declare, set aside, pay, or make any dividend or other distribution or payment (whether in cash, stock, or property) with respect to, or purchase or redeem, any shares of the capital stock other than regular quarterly cash dividends in an amount not to exceed $0.25 per share per quarter of Pinnacle Common Stock payable on the regular historical payment dates, all in a manner consistent with Pinnacle's past dividend practice. Old Kent and Pinnacle agree that they will cooperate to assure that, during any calendar quarter, there shall not be a duplication of payment of dividends to shareholders of Pinnacle. Notwithstanding the preceding sentences, if and to the extent that the payment of a dividend in the manner provided in this Section would, in Old Kent's reasonable judgment, present a significant risk that under GAAP or the rules, regulations, or interpretations of the SEC or its staff, the Merger would not qualify for pooling-of-interests accounting treatment, that dividend shall not be paid, but an equitable adjustment shall be made to the Exchange Ratio for the amount of the dividend not paid.
Regular Dividends. Valley Ridge may declare and pay cash dividends upon Valley Ridge Common Stock at a rate of $5.40 per share on an annual basis in a manner, on dates, and with respect to record dates consistent with its past practice. However, Valley Ridge shall adjust the record date for its regularly scheduled dividend, if any (otherwise permissible under this Section 4.3 (Dividends)), with respect to the period in which the Effective Time of the Merger occurs if necessary to assure that Valley Ridge shareholders receive one and only one dividend, other than the Special Dividend (defined below), payable in, or with a record date occurring in, the quarter in which the Effective Time of the Merger occurs, whether with respect to Valley Ridge Common Stock or ChoiceOne Common Stock received in the Merger. ChoiceOne may declare and pay cash dividends upon ChoiceOne Common Stock at a rate of $0.68 per share on an annual basis in a manner, on dates and with respect to record dates consistent with its past practice.
Regular Dividends. ICNB shall not declare, set aside, pay, or make any dividend or other distribution or payment (whether in cash, stock, or property) with respect to, or purchase or redeem, any shares of ICNB Common Stock other than regular annual cash dividends on ICNB Common Stock in an amount not to exceed a quarterly rate of $0.23 per share in a manner consistent with ICNB’ s past dividend practice; provided, however, that no dividend will be paid if the Bank is not well capitalized or if the payment of such dividend would cause the Bank not to be well capitalized.
