Dividends or Distributions Sample Clauses

Dividends or Distributions. (a) Subject to the superior rights of the holders of shares of any other series of preferred stock of the Company or other class of capital stock of the Company ranking superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of the assets of the Company legally available therefor, (1) quarterly dividends payable in cash on the last day of each fiscal quarter in each year, or such other dates as the Board shall approve (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or a fraction of a share of Series A Junior Participating Preferred Stock, in the amount of $10.00 per whole share (rounded to the nearest cent) less the amount of all cash dividends declared on the Series A Junior Participating Preferred Stock pursuant to the following clause (2) since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock (the total of which shall not, in any event, be less than zero) and (2) dividends payable in cash on the payment date for each cash dividend declared on the shares of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”) in an amount per whole share (rounded to the nearest cent) equal to the Formula Number (as hereinafter defined) then in effect times the cash dividends then to be paid on each share of Common Stock. In addition, if the Company shall pay any dividend or make any distribution on the Common Stock payable in assets, securities or other forms of noncash consideration (other than dividends or distributions solely in shares of Common Stock), then, in each such case, the Company shall simultaneously pay or make on each outstanding whole share of Series A Junior Participating Preferred Stock a dividend or distribution in like kind equal to the Formula Number then in effect times such dividend or distribution on each share of Common Stock. As used herein, the “Formula Number” shall be 1,000; provided, however, that, if at any time after November 27, 2015, the Company shall (i) declare or pay any dividend on the Common Stock payable in shares of Commo...

Dividends or Distributions. The Parties agree that Borrower shall not be permitted to declare, make or pay any dividend or distribution unless and until the Loan is repaid in full.

Dividends or Distributions. So long as no Event of Default shall have occurred and be continuing: Pledgor shall be entitled to receive and retain any and all dividends and interest paid in respect of the Collateral, provided, however, that any and all (a) dividends and interest paid or payable other than in cash in respect of, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for (including, without limitation, any certificate or share purchased or exchanged in connection with a tender offer or merger agreement), any Collateral, (b) dividends and other distributions paid or payable in cash in respect of any Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, or reclassification, and (e) cash paid, payable or otherwise distributed in respect of principal of, or in redemption of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to Secured Party to hold as, Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary indorsement).

Dividends or Distributions. Parent has not declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock.

Dividends or Distributions. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (for purposes of this Section 3(d), a “Distribution”), at any time after the issuance of this Warrant, then, in each such case: (i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction of which (1) the numerator shall be the VWAP of the shares of Common Stock on the trading day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (2) the denominator shall be the VWAP of the shares of Common Stock on the Trading Day immediately preceding such record date; and (ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock issuable upon conversion of the Warrant Shares immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in this Section 3(d).

Dividends or Distributions. (a) No dividends or other distributions with respect to the capital stock of the Surviving Corporation with a record date on or after the Effective Time will be paid to the holder of any unsurrendered Certificates or Uncertificated Shares. (b) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time and a payment date prior to the surrender of any applicable unsurrendered Certificates or Uncertificated Shares shall be paid to the holder of any unsurrendered Certificate or Uncertificated Shares with respect to the shares of Parent Common Stock issuable hereunder, and all such dividends and other distributions shall be paid by Parent to the Payment Agent and shall be included in the Exchange Fund, in each case until the surrender of such Certificate (or an Affidavit of Loss in lieu of a Certificate and compliance with Section 3.11, as applicable) or Uncertificated Shares in accordance with this Agreement. Subject to applicable Law, following surrender of any such Certificate (or an Affidavit of Loss in lieu of a Certificate and compliance with Section 3.11, as applicable) or Uncertificated Shares there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock to which such holder is entitled pursuant to this Agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such shares of Parent Common Stock.

Dividends or Distributions. Neither Borrower will declare, pay or make, whether in cash or property (excluding stock dividends), or set aside or apply any money or assets to pay or make any dividend or distribution during any fiscal year except the foregoing restriction shall not apply to (i) cash dividends paid by Resources to its shareholders in amounts equal to each such shareholders' allocable share of federal or state income taxes attributable to Resources taxable net income and (ii) dividends made by Gas to Resources. Provided, however, that no dividend shall be made by either Borrower if an Event of Default has occurred and is continuing or would occur as a result of the making of such dividends. Resources shall provide the Agent at least annually with sufficient information from which Agent can verify all shareholders' allocable share of such income taxes.

Dividends or Distributions. Except as disclosed in the Registration Statement and the Disclosure Materials, all dividends and other distributions declared and payable on the Class A Ordinary Shares may, under the current laws of the Cayman Islands, be paid to the holders of Securities in United States dollars and may be converted into foreign currency that may be transferred out of the Cayman Islands in accordance with, and all such dividends and other distributions made to holders thereof or therein who are non-residents of the Cayman Islands, will not be subject to income, withholding or other taxes under the laws of the Cayman Islands and may be paid without obtaining any approval or license from or making any filing with any governmental authority in the Cayman Islands.

Dividends or Distributions. So long as no Event of Default shall have occurred and be continuing, Pledgor shall be entitled to receive and retain free and clear of the Lien of this Agreement any and all dividends, distributions, interest and principal payments, cash, instruments and other property and proceeds made upon or with respect to the Collateral, which shall not constitute Collateral and may be used by Pledgor subject to the terms and conditions of the Indenture; provided, -------- however, that any and all dividends paid or payable in securities of the ------- Issuers, including all securities convertible into any Collateral, and warrants, options or other rights to purchase stock or equity interests, in any of the Issuers, receivable or otherwise distributed in respect of, or in exchange for (including, without limitation, any certificate or share purchased or exchanged in connection with a tender offer or merger agreement) any Collateral, shall be, and shall be forthwith delivered to Secured Party to hold as, Collateral and shall, if received by Pledgor, be received in trust for the benefit of Secured Party, be segregated from the other Property or funds of Pledgor, and be forthwith delivered to Secured Party as Collateral in the same form as so received (with any necessary endorsement). Upon the occurrence and during the continuance of an Event of Default, all rights of Pledgor to receive all dividends, distributions, interest and principal payments, cash, instruments and other property and proceeds shall cease, and such dividends, distributions, interests and principal payments, cash, instruments and other property and proceeds shall constitute Collateral and shall be paid or otherwise delivered to the Secured Party. In the event that Pledgor is required by the provisions hereof or of the Indenture to pledge additional capital stock (including, without limitation, the capital stock of any newly acquired or formed Restricted Subsidiary of Pledgor) as collateral for the Obligations, then Pledgor and Secured Party shall execute an amendment to this Agreement attaching an amended, supplemented or modified Exhibit A hereto. ---------

Dividends or Distributions. No dividends or other distributions with respect to the capital stock of the Surviving Corporation with a record date on or after the Offer Acceptance Time will be paid to the holder of any shares of Company Common Stock validly tendered (and not properly withdrawn) pursuant to the Offer.