Special Cash Dividend Sample Clauses

Special Cash Dividend. The Company shall declare and pay to the persons who are common shareholders of record on the Dividend Record Date a special cash dividend of $ 0.11 per share of common stock for an aggregate dividend of $395,020. Purchaser expressly acknowledges that it will not be entitled to participate in such dividend. Purchaser also expressly acknowledges that virtually all of the purchase price for the Shares will be used to pay the dividend, which will have the effect of materially reducing the book value of the Company immediately following Closing. (h) Form S-8 Registration of Acquiror Company Common Stock. From and after the date of Closing and until such time as the Company completes a Going Public Transaction, the Company shall not issue any shares of the Company's common stock pursuant to a registration statement on Form S-8. (i) Resales of Restricted Stock. In the event the Company determines in good faith and upon the advice of its counsel that it is unable to permit the resale under Rule 144(k) of any of the shares (the "Subject Shares") of restricted stock presently held by the Company's current officers, directors and principal shareholders (the "Subject Shareholders"), namely, 3,010,000 shares, which determination shall be made within ten business days of the written request therefor from the Subject Shareholders, then the Subject Shareholders shall immediately be entitled to the same demand and piggyback registration rights with respect to the Subject Shares that are provided to Purchaser pursuant to Section 5(e) hereof and, in the event of any Cutback, an equal number of the Shares of Purchaser and the Subject Shareholders shall be included in any registration statement (unless all of the Subject Shares have been included, in which event a greater number of the Shares of Purchaser may also be included) with respect to which Purchaser and the Subject Shareholders have requested registration. All costs and expenses of registration shall be paid by the Company, other than sales commissions and the expenses of any separate legal counsel engaged by the Subject Shareholders.
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Special Cash Dividend. Following the date of adoption of this Agreement by the holders of Company Common Stock constituting the Company Stockholder Approval and prior to the Effective Time, the Company will, unless prohibited by applicable law or covenants in instruments of Indebtedness existing as of the date hereof, declare and pay a special cash dividend per share of Company Common Stock equal to (i) $4.10 minus (ii) the per share amount of any dividend declared by the Company during the period beginning on the date of this Agreement and ending on the Closing Date, excluding, for the avoidance of doubt, the $0.40 per share cash dividend approved by the Board on February 11, 2005 (the "Special Cash Dividend"). It is the expectation of the parties that such Special Cash Dividend will be paid as soon as practicable following the date the Company Stockholder Approval is obtained.
Sample 1Sample 2
Special Cash Dividend. The Company shall declare and pay to the persons who are common stockholders of record on the Dividend Record Date a special cash dividend of $0.278333 per pre-split share of common stock for an aggregate dividend of $417,500. Purchaser expressly acknowledges that it cannot convert the Shares to common stock prior to the Dividend Record Date and that it will not be entitled to participate in such dividend. Purchaser also expressly acknowledges that a virtually all of the purchase price for the Shares will be used to pay the dividend, which will have the effect of materially reducing the book value of the Company immediately following Closing.
Sample 1
Special Cash Dividend. (a) In order to dispose of its surplus cash, prior to the Closing Date the Company and the Israeli Subsidiary shall declare a special cash dividend to their respective shareholders with a record date that is prior to the Closing Date (the “Record Date”), in an amount to be equal to the maximum amount of cash reserves of the Company and the Israeli Subsidiary (provided that the Company and the Israeli Subsidiary shall satisfy the Working Capital Target and comply with all applicable Legal Requirements that limit the amount of permitted distributions) (the “Special Cash Dividend”). For all purposes of this Agreement, the Company Net Working Capital shall not include the declared amount of the Special Cash Dividend. Prior to the Closing, the Israeli Subsidiary shall deposit the cash proposed to be distributed as the Special Cash Dividend in a dedicated account of the Israeli Subsidiary with an Israeli bank approved by Purchaser over which (i) one individual approved by Purchaser and (ii) the Shareholders' Agent shall have the joint signing authority (the "Dividend Account"). Following the Closing, the Shareholders' Agent shall follow the instructions of Purchaser and enable the Israeli Subsidiary to withdraw funds from the Dividend Account, in accordance with Section 6.18(c). (b) Subject to the provisions of Section 6.18‎(a), the Israeli Subsidiary may file an application to approve the Special Cash Dividend pursuant to Section 303 of the Companies Law (the “Capital Reduction Application”), which shall be in a form reasonably accepted to Purchaser. The parties will cooperate and provide all information reasonably required and which is in their possession with respect to the Israeli Subsidiary’s preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the approval of the Capital Reduction Application (including providing reasonable assistance for preparation of an economic opinion related to the Israeli Subsidiary). The Israeli Subsidiary (prior to the Closing) and the Shareholders' Agent (following the Closing), its representatives and advisors shall manage the proceedings related to the Capital Reduction Application with Purchaser or its representatives and advisors, and will enable Purchaser's representatives and advisors to participate in all discussions and meetings relating thereto. To the extent that Purchaser's representative and advisors elect not to participate in any meeting or discussion, the representativ...
Sample 1
Special Cash Dividend. The Company shall declare and pay to the persons who are shareholders of record prior to the date the Shares are issued to Purchaser hereunder a special cash dividend of $0.10 per pre-split share for an aggregate dividend of $442,500. The record date for determination of the shareholders entitled to receive such dividend shall be prior to the date the Shares are issued to Purchaser hereunder and the payment date shall be subsequent to the date the Shares are so issued to Purchaser. Purchaser expressly acknowledges that it will not be entitled to participate in such dividend and waives any right thereto. Purchaser also expressly acknowledges that a substantial portion of the purchase price for the Shares will be used to pay the dividend, which will have the effect of materially reducing the book value of the Company immediately following Closing.
Sample 1
Special Cash Dividend. In order to dispose of the Unwanted Assets, following the date on which the Xxxxxx Requisite Vote is received at the Xxxxxx Shareholders Meeting and prior to the Effective Time, which such time shall be in Xxxxxx’x sole discretion, Xxxxxx shall declare a special cash dividend per Share in an amount to be equal to the maximum amount of cash reserves of Xxxxxx that may be distributed by Xxxxxx in the form of a dividend pursuant to applicable Law and without Tax being imposed on, or payable by, Xxxxxx (the “Special Cash Dividend”), provided, however, that in no circumstance shall the amount of the Special Cash Dividend be less than an aggregate amount of $23 million. The Special Cash Dividend shall be payable before the Effective Time to holders of record of outstanding Shares as of a record date that is prior to the Effective Time set by the Xxxxxx board of directors, after consultation with VeriFone. Xxxxxx shall withhold any applicable Taxes with respect to the Special Cash Dividend.
Sample 1
Special Cash Dividend. Prior to the Effective Time, Company shall declare a cash dividend (the “Company Closing Cash Dividend”) to the holders of Company Common Stock as of a record date on or prior to the Closing Date, which, in the aggregate shall not exceed an amount equal to $75,000,000, subject to funds being legally available therefor; provided that the payment of the Company Closing Cash Dividend may be conditioned upon the occurrence of the Closing. Company shall announce, declare and pay (or cause to be paid) the Company Closing Cash Dividend in compliance with all applicable Law.
Sample 1
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Special Cash Dividend. If requested by Health Care REIT, Sunrise (or Holdco) will declare a special cash dividend—up to an aggregate amount equal to the after-tax proceeds to Sunrise (or Holdco) from the management business sale, subject to Delaware law—to holders of record of Sunrise common stock as of immediately prior to the effective time of the holding company merger (if the special cash dividend shall be declared and paid by Sunrise) or the effective time of the merger (if the special cash dividend shall be declared and paid by Holdco). The special cash dividend may be conditioned upon the consummation of the management business sale. If the special cash dividend is paid, the consideration payable in the merger in respect of shares of Sunrise common stock will be decreased by an amount equal to the per share amount of the special cash dividend (the consideration payable in the merger in respect of Sunrise equity awards will not be adjusted as a result of the payment of a special cash dividend). However, in all cases, the overall transaction consideration of $14.50 per share in cash payable to holders of Sunrise common stock as a result of the transactions contemplated by the merger agreement (which may be increased in the circumstances described in ‘‘—Consideration to Sunrise Stockholders’’) will remain the same regardless of the payment of any special cash dividend. Sunrise or Holdco, as applicable, will not be required to declare the special cash dividend in any amount to the extent Sunrise or Holdco is advised in writing by external counsel that such declaration would constitute a violation of Delaware law (in which case Sunrise or Holdco must declare the special cash dividend in the maximum amount that the Sunrise board or the Holdco board determines permissible under Delaware law), and neither Sunrise nor Holdco shall be required to take any action that would be reasonably likely to adversely affect, or prevent or delay, the consummation of the merger, the ability of the Sunrise stockholders to receive an amount of cash equal to the transaction consideration or Sunrise’s ability to observe and perform its obligations under the merger.
Sample 1

Related to Special Cash Dividend

  • Cash Dividends If the Company declares and pays a dividend or distribution on Shares in the form of cash, then a number of additional Units shall be credited to Employee’s Account as of the last day of the calendar quarter in which such dividend or distribution was paid equal to the number of Units credited to the Account as of the record date for such dividend or distribution multiplied by cash amount of the dividend or distribution paid on each outstanding Share at such payment date, divided by the Fair Market Value of a share of Common Stock at the date of such crediting; provided, however, that in the case of an extraordinary cash dividend or distribution the Company may provide for such crediting at the dividend or distribution payment date instead of the last day of the calendar quarter.

  • Cash Dividends or Distributions If any cash dividend or distribution is made to all or substantially all holders of Common Stock, then the Conversion Rate will be increased based on the following formula: where: CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution; CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date; SP = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; and D = the cash amount distributed per share of Common Stock in such dividend or distribution; provided, however, that if D is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, each Holder will receive, for each $1,000 principal amount of Notes held by such Holder on the record date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, and without having to convert its Notes, the amount of cash that such Holder would have received if such Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect on such record date. To the extent such dividend or distribution is declared but not made or paid, the Conversion Rate will be readjusted to the Conversion Rate that would then be in effect had the adjustment been made on the basis of only the dividend or distribution, if any, actually made or paid.

  • Cash Dividends; Voting Rights Unless an Event of Default has occurred and the Administrative Agent has given notice to the Pledgors of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 7 hereof, the Pledgors shall be permitted to receive all cash dividends, to the extent permitted in the Credit Agreement, in respect of the Pledged Stock and to exercise all voting and corporate rights with respect to the Pledged Stock; provided, however, that no vote shall be cast or corporate right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Pledge Agreement or any other Credit Document.

  • Liquidating Dividends If the Company declares or pays a dividend upon the Common Stock payable otherwise than in cash out of earnings or earned surplus (determined in accordance with generally accepted accounting principles, consistently applied) except for a stock dividend payable in shares of Common Stock (a “Liquidating Dividend”), then the Company shall pay to the Registered Holder of this Warrant at the time of payment thereof the Liquidating Dividend which would have been paid to such Registered Holder on the Warrant Stock had this Warrant been fully exercised immediately prior to the date on which a record is taken for such Liquidating Dividend, or, if no record is taken, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

  • Stock Dividend If the Company shall at any time declare a dividend payable in shares of Common Stock, then Holder, upon Exercise of this Warrant after the record date for the determination of holders of Common Stock entitled to receive such dividend, shall be entitled to receive upon Exercise of this Warrant, in addition to the number of shares of Common Stock as to which this Warrant is exercised, such additional shares of Common Stock as such Holder would have received had this Warrant been exercised immediately prior to such record date and the Exercise Price will be proportionately adjusted.

  • Stock Dividends, Distributions, Etc If, while this Pledge Agreement is in effect, Pledgor becomes entitled to receive or receives any securities or other property in addition to, in substitution of, or in exchange for any of the Pledged Shares (whether as a distribution in connection with any recapitalization, reorganization or reclassification, a stock dividend or otherwise), Pledgor shall accept such securities or other property on behalf of and for the benefit of the Company as additional security for Pledgor's obligations under the Note and shall promptly deliver such additional security to the Company together with duly executed forms of assignment, and such additional security shall be deemed to be part of the Pledged Shares hereunder.

  • PAYMENT OF DIVIDENDS OR DISTRIBUTIONS 1. Whenever the Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Series specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date. 2. Upon the payment date specified in such Instructions or Certificate, Custodian shall pay out of the money held for the account of such Series the total amount payable to the dividend agent of the Fund specified therein.

  • Restriction on Redemption and Cash Dividends So long as any Notes are outstanding, the Company shall not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of the Company without the prior express written consent of the Buyers.

  • Stock Dividends - Split-Ups If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock, or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of Common Stock.

  • Dividend Subdivision, Combination or Reclassification of Common ---------------------------------------------------------------- Stock. In the event that the Company shall at any time or from time to time, ----- after the issuance of this Warrant but prior to the exercise hereof, (w) pay a dividend or make a distribution on the outstanding shares of Common Stock payable in Capital Stock, (x) subdivide the outstanding shares of Common Stock into a larger number of shares, (y) combine the outstanding shares of Common Stock into a smaller number of shares or (z) issue any shares of its Capital Stock in a reclassification of the Common Stock (other than any such event for which an adjustment is made pursuant to another clause of this Section 5), then, and in each such case, (A) the aggregate number of Warrant Shares for which this Warrant is exercisable (the "Warrant Share Number") immediately prior to such event shall be adjusted (and any other appropriate actions shall be taken by the Company) so that the Warrantholder shall be entitled to receive upon exercise of this Warrant the number of shares of Common Stock or other securities of the Company that it would have owned or would have been entitled to receive upon or by reason of any of the events described above, had this Warrant been exercised immediately prior to the occurrence of such event and (B) the Exercise Price payable upon the exercise of this Warrant shall be adjusted by multiplying such Exercise Price immediately prior to such adjustment by a fraction, the numerator of which shall be the number of Warrant Shares purchasable upon the exercise of the Warrant immediately prior to such adjustment, and the denominator of which shall be the number of Warrant Shares purchasable immediately thereafter; provided, however, that the Exercise Price -------- ------- for each Warrant Share shall in no event be less than the par value of such Warrant Share. An adjustment made pursuant to this Section 5.1 shall become effective retroactively (x) in the case of any such dividend or distribution, to a date immediately following the close of business on the record date for the determination of holders of Common Stock entitled to receive such dividend or distribution or (y) in the case of any such subdivision, combination or reclassification, to the close of business on the day upon which such corporate action becomes effective.

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