Additional Dividends. (a) Prior to the Effective Time, the Company shall declare a dividend to its stockholders, the payment date for which shall be the close of business on the last Business Day prior to the Closing Date, subject to funds being legally available therefor. The record date for such dividends shall be three (3) Business Days before the payment date. The per share dividend amount payable by the Company pursuant to this Section 6.19(a) shall be an amount equal to (i) the Company’s then-most recent quarterly dividend (on a per share basis), multiplied by the number of days elapsed since the last dividend record date through and including the day prior to the Closing Date, and divided by the actual number of days in the calendar quarter in which such dividend is declared, plus (ii) an additional amount (the “Company Additional Dividend Amount”), if any, necessary so that the aggregate dividend payable is equal to the Minimum Distribution Dividend. The Company and Parent shall cooperate in good faith to determine whether it is necessary to authorize and declare a Company Additional Dividend Amount and the amount (if any) of the Company Additional Dividend Amount.
Additional Dividends. (a) Prior to the Effective Time, the Company shall authorize and declare a dividend to its shareholders in accordance with this Section 6.17(a), the payment date for which shall be the close of business on the last Business Day prior to the Closing Date, subject to funds being legally available therefor. The record date for any such dividends shall be three Business Days before the payment date. Any per share dividend amount payable by the Company with respect to the Company Common Stock pursuant to this Section 6.17(a) shall be equal to the amount (the “Company Additional Dividend Amount”), if any, necessary so that the aggregate dividend payable is equal to the Minimum Distribution Dividend. The Company and Parent shall cooperate in good faith to determine whether it is necessary to authorize and declare a Company Additional Dividend Amount and the amount (if any) of the Company Additional Dividend Amount.
Additional Dividends. (a) The Company and the Purchasers agree that the Holders of Registrable Shares will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional dividends on the Preferred Shares ("Additional Dividends") under the circumstances set forth below:
Additional Dividends. (i) Following the occurrence of a Specified Event, each holder of issued and outstanding Convertible Preference Shares will be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends for each Convertible Preference Share, with respect to each Dividend Period, dividends at a rate per annum equal to the Additional Rate multiplied by the Base Liquidation Preference per Convertible Preference Share (the “Additional Dividends” and, together with Participating Dividends, the “Dividends”). Any Additional Dividends payable pursuant to this SECTION 1(b) shall be in addition to any Participating Dividends, as applicable, payable pursuant to SECTION 1(a) hereof.
Additional Dividends. (a) The Company and the Initial Purchaser agree that the Holders of Transfer Restricted Preferred Stock will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay, as liquidated damages and as the sole and exclusive remedy therefor, additional dividends on the Preferred Stock ("Additional Dividends") under the circumstances and to the extent set forth below:
Additional Dividends. If any of the Securities are not Freely Tradable by the Shelf Filing Deadline and (i) the Shelf Registration Statement has not been declared effective by the Commission on or before the date on which such Shelf Registration Statement is required to be declared effective by the Commission pursuant to Section 3(a)(ii) or (ii) the Shelf Registration Statement required by this Agreement has been declared effective but ceases to be effective at any time at which it is required to be effective under this Agreement (each such event referred to in clauses (i) and (ii), a “Registration Default”), the Company hereby agrees that additional cumulative dividends shall accrue on the Transfer Restricted Securities at a rate of 0.25% per annum over the applicable dividend rate otherwise provided for in the Certificate of Designations (the “Additional Dividends”) from and including the date on which such Registration Default has occurred to but excluding the date on which all Registration Defaults have been cured. All accrued Additional Dividends shall be paid in cash when declared by Blocker Sub’s board of directors out of funds legally available for payment on each Additional Dividend Payment Date. At the earlier of (i) the cure of all Registration Defaults relating to the particular Transfer Restricted Securities or (ii) the particular Transfer Restricted Securities having become Freely Tradable, the dividend rate borne by the relevant Transfer Restricted Securities will be reduced to the original dividend rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in dividend rate, a different Registration Default occurs, the dividend rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. Additional Dividends accrued pursuant to this Section 4 but not declared by Blocker Sub’s board of directors will continue to accumulate until declared for payment by Blocker Sub’s board of directors on an Additional Dividend Payment Date. For the avoidance of doubt, Additional Dividends shall only accrue on the liquidation preference of the Transfer Restricted Security and not on any other dividends accrued but unpaid with respect to such Transfer Restricted Security.
Additional Dividends. (a) The Company and the Initial Purchaser agree that the Holders of Registrable Preferred Stock will suffer damages if the Company fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such damages with precision. Accordingly, the Company agrees to pay additional dividends on the Preferred Stock ("ADDITIONAL DIVIDENDS") under the circumstances set forth below:
Additional Dividends. Any dividends paid in addition to the preferential dividends of the Series A Holders shall be paid ratably to the holders of record of Common Stock (the "Common Holders") and to the Series A Holders in proportion to the number of shares of Series A Stock held by the Series A Holders on an as converted basis pursuant to the Corporation's Articles of Incorporation and this Resolution.
Additional Dividends. (a) Prior to the Effective Time, the Company shall declare a dividend to its stockholders, the payment date for which shall be the close of business on the last Business Day prior to the Closing Date, subject to funds being legally available therefor. The record date for such dividends shall be three (3) Business Days before the payment date. The per share dividend amount payable by the Company with respect to the Company Common Stock pursuant to this Section 7.18(a) shall be an amount equal to (i) the Company’s then-most recent quarterly dividend (on a per share basis), multiplied by the number of days elapsed since the last dividend record date through and including the day prior to the Closing Date, and divided by the actual number of days in the calendar quarter in which such dividend is declared; provided that any such dividend shall not exceed the Core Earnings of the Company for the portion of the quarter in which such dividend is declared and, plus (ii) an additional amount (the “Company Additional Dividend Amount”), if any, necessary so that the aggregate dividend payable is equal to the Minimum Distribution Dividend. The Company and Parent shall cooperate in good faith to determine whether it is necessary to authorize and declare a Company Additional Dividend Amount and the amount (if any) of the Company Additional Dividend Amount. For the avoidance of doubt, the Company shall not declare any dividend pursuant to clause (i) of this Section 7.18(a) to the extent such dividend (x) would be issued at a rate that exceeds the Core Earnings of the Company for the portion of the quarter in which such dividend is declared or (y) would not be permitted under the MGCL.
Additional Dividends. Except for the Special Dividend, the Company shall not, and Xxxxx shall cause the Company not to, declare or pay any cash dividend (other than regular quarterly cash dividends not to exceed $0.20 per share) to holders of Common Stock prior to March 14, 2019; provided, that, if the Company’s senior unsecured debt rating as of the date hereof assigned by each of the Rating Agencies has been downgraded by both Rating Agencies at any time prior to March 14, 2019, then such date shall be automatically extended to December 31, 2019, unless a committee of the Board of Directors of the Company (the “Board”) comprised solely of independent directors determines it is in the best interests of the Company to pay any such dividend prior to December 31, 2019.
