Common use of Restriction on Dividends and Repurchases Clause in Contracts

Restriction on Dividends and Repurchases. (i) The Company covenants and agrees that it shall not violate any of the restrictions on dividends, distributions, redemptions, repurchases, acquisitions and related actions set forth in the Certificate of Designations, which are incorporated by reference herein as if set forth in full. (ii) During the period beginning on the eighth anniversary of the Closing and ending on the date on which the Investor no longer owns any of the Preferred Shares, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (i) declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary; or (ii) redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company Subsidiary, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (A) redemptions, purchases or other acquisitions of the Preferred Shares, (B) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares, or (C) dividends or distributions by any wholly-owned Company Subsidiary.

Appears in 9 contracts

Samples: Preferred Stock Purchase Agreement (Security Federal Corp), Preferred Stock Purchase Agreement, Securities Purchase Agreement (Citizens Bancshares Corp /Ga/)

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Restriction on Dividends and Repurchases. (i) The Company covenants and agrees that it shall not violate any of the restrictions on dividends, distributions, redemptions, repurchases, acquisitions and related actions set forth in the Certificate of Designations, which are incorporated by reference herein as if set forth in full. (ii) During the period beginning on the eighth anniversary of the Closing and ending on the date on which the Investor no longer owns any of the Preferred Shares, neither the Company nor any Company Subsidiary shall, without the consent of the Investor, (i) declare or pay any dividend or make any distribution on capital stock or other equity securities of any kind of the Company or any Company Subsidiary; or (ii) redeem, purchase or acquire any shares of Common Stock or other capital stock or other equity securities of any kind of the Company or any Company Subsidiary, or any trust preferred securities issued by the Company or any Affiliate of the Company, other than (A) redemptions, purchases or other acquisitions of the Preferred Shares, (B) regular dividends on shares of preferred stock in accordance with the terms thereof and which are permitted under the terms of the Preferred Shares, or (C) dividends or distributions by any wholly-owned Company Subsidiary.Subsidiary.β€Œ

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement

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