Common use of Special Cash Dividend Clause in Contracts

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.

Special Cash Dividend. The Company shall declare and pay to the persons who are common shareholders stockholders of record on the Dividend Record Date a special cash dividend of $ 0.11 $0.278333 per pre-split share of common stock for an aggregate dividend of $395,020417,500. 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. (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 stockholders (the "Subject ShareholdersStockholders"), namely, 3,010,000 shares, which determination shall be made within ten business days of the written request therefor from the Subject ShareholdersStockholders, then the Subject Shareholders Stockholders 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 Stockholders 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 Stockholders 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 ShareholdersStockholders.

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 0.21 per share of common stock for an aggregate dividend of $395,020420,000. 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 1,705,000 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.

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 0.245 per share of common stock for an aggregate dividend of $395,020392,000. 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 1,450,000 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.