VMware Special Dividend Clause Samples
VMware Special Dividend. VMware has all requisite corporate power and authority to declare and, subject to satisfaction of the Dividend Payment Conditions, to pay the VMware Special Dividend. The VMware Special Dividend has been duly authorized by all necessary corporate action on the part of VMware and no other corporate proceedings on the part of VMware are necessary to authorize the VMware Special Dividend or, subject to satisfaction of the Dividend Payment Conditions, to pay the VMware Special Dividend. The declaration of the VMware Special Dividend has not, and payment of the VMware Special Dividend will not, violate or result in a breach of applicable Law, the organizational documents of VMware, any Contract related to indebtedness for borrowed money of the VMware Group or any other Contract that is material to the VMware Group, taken as a whole. There are no material conditions, contingencies or other requirements to payment of the VMware Special Dividend by VMware, other than satisfaction of the Dividend Payment Conditions (including the Additional Dividend Conditions).
VMware Special Dividend. (a) During the period from the date of this Agreement to the Distribution Effective Time, except as required by applicable Law, VMware shall not, and shall cause the members of its Group not to, directly or indirectly, take any action that would reasonably be expected to prevent or materially delay VMware’s ability to pay the VMware Special Dividend by VMware (including not terminating, modifying or rescinding the resolutions of the VMware Board of Directors relating to the declaration of the VMware Special Dividend adopted on April 13, 2021); provided, that this Section 6.2 shall not prohibit VMware or any member of the VMware Group from taking any action in the ordinary course of business, including paying Liabilities as they come due and taking all actions in furtherance of VMware’s annual operating plan (as approved and modified by the VMware Board from time to time). Each of VMware and Dell shall use its respective reasonable best efforts to cause the Dividend Payment Conditions and the Additional Dividend Conditions to be satisfied, and VMware shall use reasonable best efforts to cause the VMware Special Dividend to be paid by VMware as contemplated by this Agreement.
(b) VMware shall provide to Dell drafts of presentation materials to be submitted in connection with any RES/RAS Process for Dell’s review and good faith consideration in advance of submission, and shall use reasonable best efforts to provide Dell with any material information Dell may request in connection with such review. Dell shall be permitted to include the individual listed on Schedule 6.2(b) in any substantive meeting initiated by VMware with a Rating Agency in connection with the RES/RAS Process. VMware shall promptly (and in any event within 24 hours) provide to Dell any written materials received by VMware from any Rating Agency in connection with the RES/RAS Process, together with other written correspondence related thereto to the extent inconsistent with any such written materials received by VMware from any Rating Agency.
(c) To the extent that at any time prior to the payment of the VMware Special Dividend, (i) VMware receives the lowest Investment Grade rating by any Rating Agency with respect to VMware’s corporate family or senior unsecured debt and such rating does not include any outlook or does not include a “(and stable or better outlook)” or any other higher outlook or (ii) VMware receives (x) the lowest Investment Grade rating by any Rating Agency with respect to...