Accrued and Unpaid Dividends Clause Examples for Any Agreement

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Accrued and Unpaid Dividends. Upon a conversion of any shares of Designated Preferred Stock as set forth in Sections 6, 7, 8, 9 and 10, the holders of such shares shall receive all accrued and unpaid dividends on such shares in cash out of funds legally available therefor or, at the option of the Corporation, in substitute in whole or in part for such cash, in fully paid and nonassessable shares of Common Stock legally available for such purpose to, but excluding, the applicable Conversion Date. Accrued and unpaid dividends paid in shares of Common Stock shall be paid by delivering to each holder of Designated Preferred Stock entitled thereto a number of shares of Common Stock determined by dividing the total amount of the cash payment of accrued and unpaid dividends that would otherwise be payable to such holder (rounded to the nearest whole cent) by the Market Price on the second Trading Day preceding the applicable Conversion Date. The issuance of any such shares of Common Stock in such amount shall constitute full payment of all accrued and unpaid dividends that would otherwise have been payable. The Board of Directors of the Corporation shall determine the form of payment of accrued and unpaid dividends with respect to any conversion and such election shall be set forth in the applicable notice provided to holders of the Designated Preferred Stock by the Corporation as set forth in Sections 7, 8, 9 and 10 below.
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Accrued and Unpaid Dividends. Accrued and unpaid dividends on the shares of the Series D Preferred Stock through the Exchange Date shall continue to exist as accrued and unpaid dividends under the Articles Supplementary to the Articles of Incorporation for the Series D Preferred Stock, and as such, the claim of Fortis for accrued and unpaid dividends shall continue to be of the same extent, priority and validity as before the Exchange Date.
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Accrued and Unpaid Dividends. Pursuant to this Agreement, (i) at the Effective Time, the Surviving Corporation shall pay each Series E Preferred stockholder (other than a Series E Affiliated Stockholder) an amount equal to the accrued and unpaid dividends due to each such stockholder, (ii) all accrued and unpaid dividends (through July 1, 2005) on each outstanding share of Series D Preferred and Series E Preferred held by a Series E Affiliated Stockholder shall be converted at the Effective Time into the number of shares of TCM Series A Preferred Stock determined by dividing the accrued and unpaid dividends due on such shares by 1,000; provided that no fractional shares of TCM Series A Preferred Stock shall be issued upon conversion and, upon such conversion, the actual number of shares of TCM Series A Preferred Stock ultimately issued to any holder shall have been rounded down to the nearest whole number of shares, and (iii) all accrued and unpaid dividends (through July 1, 2005) on the outstanding Series F Preferred shall be converted at the Effective Time into the number of shares of TCM Common Stock determined by multiplying 0.0289 by the product of the Series F Dividend Amount divided by $0.66; provided that no fractional shares of TCM Common Stock shall be issued upon conversion and, upon such conversion, the actual number of shares of TCM Common Stock ultimately issued to any holder shall have been rounded down to the nearest whole number of shares.
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Accrued and Unpaid Dividends. Notwithstanding anything in the Certificate of Designation to the contrary, on the date of conversion of any Preferred Shares pursuant to Section 7 of the Certificate of Designation by the Investor, Rothschild Realty Inc., an Affiliate of either of them or one of their respective members or partners, the Company shall pay such holder of such Preferred Shares all accrued and unpaid dividends in respect of such Preferred Shares as provided for in Section 2 of the Certificate of Designation.
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Accrued and Unpaid Dividends. Upon conversion, holders of shares of Series A Preferred Stock shall be entitled to receive payment of any accrued but unpaid dividends with respect to the shares of Series A Preferred Stock being converted, including with respect to any dividend contemplated by the final sentence of Section 2.
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Accrued and Unpaid Dividends. If a Conversion Date is on or after a dividend record date but on or prior to the related dividend payment date, then accrued dividends will be payable to the holders of Series B Convertible Redeemable Preferred Shares in the manner set forth in Section (g)(3) hereof with respect to the exercise of a (1) The lesser of (x) the product of (i) the price per share in the Public Offering (as defined in the Series B Subscription Agreement) multiplied by (ii) 1.15, and (y) FIVE DOLLARS ($5.00). conversion right pursuant to Section (g)(1) hereof, concurrent with delivery by the Company of the shares of Class A Common Stock issuable upon such conversion.
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Accrued and Unpaid Dividends. Each Seller shall remain entitled to receive all accrued but unpaid dividends with respect to the Shares sold by such Seller, whether or not declared, through the Closing Date.
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Accrued and Unpaid Dividends. As of June 5, 1997 the aggregate amount of accrued and unpaid dividends owing to the holders of the Company's 9% Cumulative Convertible Preferred Stock was $69,300. 4. COVENANTS OF THE COMPANY.
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Accrued and Unpaid Dividends. Notwithstanding anything in the Articles Supplementary to the contrary, on the date of conversion of any Preferred Shares pursuant to Section 7 of the Articles Supplementary by the Investor, Rothschild Realty Inc., an Affiliate of either of them or one of their respective members or partners, the Company shall pay such holder Operating Agreement 6 of such Preferred Shares all accrued and unpaid dividends in respect of such Preferred Shares as provided for in Section 2 of the Articles Supplementary.
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Related to Accrued and Unpaid Dividends

  • 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.

  • Liquidation Preference (i) In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, each holder of the Series A Preferred Shares shall be entitled to receive, prior and in preference to any distribution of any of the assets or funds of the Company to the holders of any other class of shares of the Company ranked junior to the Series A Preferred Shares (including the Ordinary Shares) by reason of such holder’s ownership thereof, the greater of: (A) the sum of (x) the Series A Preferred Shares Purchase Price (as adjusted for any share dividends, combinations, splits, recapitalizations or the like on, of or affecting the Series A Preferred Shares), for each Series A Preferred Share then held by such holder and (y) any and all declared but unpaid dividends on each such Series A Preferred Shares and (B) such amount per Series A Preferred Share as would have been payable had all Series A Preferred Shares been converted into Ordinary Shares immediately prior to such liquidation, dissolution or winding up (such amount payable, the “Liquidation Preference”). If, upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full Liquidation Preference, then the entire assets and funds of the Company legally available for distribution shall be distributed pro rata among the holders of the Series A Preferred Shares in proportion to the Liquidation Preference each such holder is otherwise entitled to receive. If any holder of Series A Preferred Shares shall be deemed to have converted Series A Preferred Shares into Ordinary Shares pursuant to this paragraph, then such holder shall not be entitled to receive any distribution that would otherwise be made to holders of Series A Preferred Shares that have not converted (or have not been deemed to have converted) into Ordinary Shares. (ii) After the payment of the Liquidation Preference to the holders of the Series A Preferred Shares, the remaining assets shall be distributed ratably to the holders of the Ordinary Shares. (iii) Unless the holders of a majority of the Series A Preferred Shares then outstanding shall elect or determine otherwise by written consent, a consolidation or merger of the Company with or into any other Person in which the holders of the Shares as of immediately prior to such merger or consolidation do not continue to hold at least a fifty percent (50%) interest in the surviving entity or a Trade Sale shall be deemed to be a liquidation for purposes of payment of the Liquidation Preference and shall entitle the holders of the Series A Preferred Shares to receive in cash, securities or other property (with any non-cash amounts being valued as provided in Article 7(c)(iv)) in the amounts specified in Article 7(c)(i) and (ii). (iv) Subject to the following provisions of this Article 7(c)(iv), the value of any assets, securities or other property (other than cash) to be received by the Members pursuant to Articles 7(c)(i), 7(c)(ii) and/or 7(c)(iii), shall be equal to the fair market value thereof, as determined in good faith by the Board, if any (taking into account, if applicable, any restrictions on the free marketability of such assets, securities or other property, arising under applicable securities laws or otherwise, other than restrictions arising solely by virtue of a Member’s status as an Affiliate of the Company or the entity surviving or resulting from a change of control of the Company), except that any securities to be distributed to Members of the Company in any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or a change of control of the Company, shall be valued as follows. (A) The method of valuation of securities not subject to investment letter or other similar restrictions on free marketability shall be as follows: (I) if the securities are then traded on a Recognised Stock Exchange (or a similar national quotation system), then the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the 30-day period ending three (3) days prior to the distribution; (II) if the securities are then actively traded over-the-counter, then the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the 30-day period ending three (3) days prior to the distribution; and (III) if there is no active public market for the securities, then the value shall be the fair market value thereof, as determined in good faith by the Board. (B) The method of valuation of securities subject to investment letter or other restrictions on free marketability shall be to make an appropriate discount from the market value determined as above in subparagraphs (A)(I), (A)(II), or (A)(III) of this Article 7(c)(iv) to reflect the approximate fair market value thereof, as determined in good faith by the Board.

  • Payment of Dividends Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

  • Vacation Preference (a) Preference in the selection and allocation of vacation time shall be determined within each work unit on the basis of service seniority. Where an employee chooses to split their vacation, their second choice of vacation time shall be made only after all other employees concerned have made their initial selection. (b) Regular vacations shall have priority over carried over vacation time during the prime time vacation period.

  • Dividends 1. Dividends paid by a company which is a resident of a Contracting State to a resident of the other Contracting State may be taxed in that other State. 2. However, such dividends may also be taxed in the Contracting State of which the company paying the dividends is a resident and according to the laws of that State, but if the beneficial owner of the dividends is a resident of the other Contracting State, the tax so charged shall not exceed: