Dividends and share redemption Clause Samples
The 'Dividends and share redemption' clause governs how and when a company distributes profits to its shareholders and the process by which shares may be bought back or cancelled. It typically outlines the conditions under which dividends are declared, the timing and method of payment, and the procedures for redeeming shares, such as notice requirements or price determination. This clause ensures transparency and fairness in distributing company profits and managing share capital, helping to prevent disputes and protect both the company’s and shareholders’ interests.
Dividends and share redemption. (a) Except as permitted under Section 4.09(b), the Parent shall not, and shall not permit any of Restricted Subsidiary to, (i) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on, or in respect of its share capital (or any class of its share capital), (ii) repay or distribute any dividend or share premium reserve, (iii) pay any management, advisory or other fee to, or to the order of, any shareholder holding 10% or more of the Equity Interests of the Parent or (iv) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so (any of the transactions described in clauses (i) through (iv) above, a “Restricted Payment”).
(b) Section 4.09(a) shall not apply to the following: (i) any dividend or share redemption constituting a Permitted Share Issue may be made, (ii)(x) any wholly-owned subsidiary of the Parent may pay dividends or return capital to the Parent or any wholly-owned subsidiary of the Parent and (y) any non-wholly owned subsidiary of the Parent may pay cash dividends to its shareholders generally so long as the Parent or its respective subsidiary which owns the ownership interests in the subsidiary paying such dividends receives at least its proportionate share thereof (based upon its relative holding of the ownership interests in the subsidiary paying such dividends and taking into account the relative preferences, if any, of the various classes of ownership interests of such subsidiary), (iii) so long as no Default or Event of Default then exists or would result therefrom, Parent may pay cash in lieu of issuing fractional shares of Parent’s common or perpetual preferred Equity Interests, (iv) so long as no Default or Event of Default then exists or would result therefrom, Parent may repurchase its common or perpetual preferred Equity Interests (and/or options or warrants in respect thereof) pursuant to, and in accordance with the terms of any employment agreement, plan or arrangement of a type described in clause (b) of the definition of Permitted Share Issue; provided that the aggregate amount of cash paid in respect of all such repurchases in any calendar year pursuant to this subclause (iv) does not exceed $3,500,000; (v) the Parent may issue and exchange shares of any class or series of its common or perpetual preferred Equity Interests now or hereafter outstanding; (vi) Parent may, in connection...
Dividends and share redemption. (a) Except as permitted under paragraph (b) below, the Parent shall not (and will ensure that no other member of the Restricted Group will):
(i) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);
(ii) repay or distribute any dividend or share premium reserve;
(iii) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of any of the shareholders of the Parent; or
(iv) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.
(b) Paragraph (a) above does not apply to:
(i) a Permitted Distribution; or
(ii) a Permitted Transaction (other than one referred to in paragraph (c) of the definition of that term). Restrictions on movement of cash - cash in
Dividends and share redemption. 23.15.1 Except as permitted under Clause 23.15.2, the Borrower shall not without the prior written consent of the Agent (acting on the instructions of the Majority Lenders):
(a) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);
(b) repay or distribute any dividend or share premium reserve;
(c) pay any management, advisory or other fee to or to the order of any of the shareholders of the Borrower;
(d) issue any further share capital; or
(e) redeem, repurchase, defease, retire, cancel or repay any of its share capital or resolve to do so.
23.15.2 Clause 23.15.1 above does not apply to payments made using moneys withdrawn from the Dividend Distribution Account.
Dividends and share redemption. (a) The Parent shall not declare, make or pay or allow any member of the Group to declare, make or pay any Restricted Payment.
(b) Paragraph (a) does not apply to a Restricted Payment which is a Permitted Restricted Payment and, for the avoidance of doubt, does not prohibit the Merger Capital Reduction.
Dividends and share redemption. Save with the prior written consent of the Lender, the Borrower shall not (and will ensure that no other Obligor (other than the Corporate Guarantor) will):
(A) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);
(B) repay or distribute any dividend or share premium reserve;
(C) pay or allow any member of the Group or any Obligor to pay any management, advisory or other fee to or to the order of any of the shareholders of the Borrower; or
(D) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.
Dividends and share redemption. (a) Except as permitted under paragraph (b) below, Holdco shall not (and shall ensure that no Nigeria Group member will):
(i) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital), other than to Holdco or another Nigeria Obligor;
(ii) repay or distribute any dividend or share premium reserve other than to Holdco or another Nigeria Obligor;
(iii) pay or allow any member of the Nigeria Group to pay any management, advisory or other fee to or to the order of any direct or indirect shareholder of Holdco or its Affiliate (other than a Nigeria Obligor);
(iv) make a loan or make any payment of interest or principal under any loan or make any other payment to any direct or indirect shareholder of Holdco or such shareholder’s Affiliate (other than a Nigeria Obligor); or
(v) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.
(b) Paragraph (a) above does not apply to a Permitted Payment.
Dividends and share redemption. (a) The Borrower shall ensure that each other Group Member declares the legally permissible amount of dividends and/or distributions in each financial year to enable the Borrower to repay or prepay the Facility in accordance with Clause 8 (Mandatory Prepayment).
(b) Except as prescribed under paragraph (a) above, the Borrower shall not:
(i) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);
(ii) repay or distribute any dividend or share premium reserve;
(iii) pay or allow any Group Member to pay any management, advisory or other fee to or to the order of the Sponsor; or
(iv) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.
Dividends and share redemption. (a) Except as permitted under paragraph (b) below, the Borrower shall not (and will ensure that no other Group Member will):
Dividends and share redemption. 22.18.1 Except as permitted under Clause 22.18.2, no Obligor shall:
(a) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);
(b) repay or distribute any dividend or share premium reserve;
(c) pay or allow any member of the Group to pay any management, advisory or other fee or taxes in respect of any share incentive scheme to or to the order of any of the direct or indirect shareholders of the Company; or
(d) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so.
22.18.2 Clause 22.18.1 does not apply to a Permitted Distribution.
22.18.3 The Company must not (and must ensure that the members of the Covenant Group do not), without the prior written consent of the Lender, permit any restriction (contractual or otherwise) being placed, following the Closing Date, on any member of the Covenant Group’s ability to make distributions to its shareholders other than the restrictions existing on the Closing Date.
Dividends and share redemption. The Company shall not:
(a) declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);
(b) pay or repay or allow any member of the Group to pay or repay any amounts in connection with any Financial Indebtedness owing by any member of the Group to any of the Company’s direct or indirect shareholders, other than any Financial Indebtedness in relation to which such a shareholder is a debt provider alongside, and on the same terms as, persons who are not direct or indirect shareholders of the Company.
(c) pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of any of the Company’s direct or indirect shareholders; or
(d) redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so, if, in each case, a Default is continuing or would result from any action contemplated under paragraphs (a) to (d) above (inclusive).