Consent Dividends Sample Clauses

Consent Dividends. If the Manager intends that the Company qualify as a real estate investment trust (a “REIT”) under Section 856 of the Internal Revenue Code of 1986, as amended from time to time, together with any successor statute thereto and the regulations promulgated thereunder (the “Code”), to exercise any rights of the Company to require Shareholders to take actions that result in consent dividends within the meaning of Section 565 of the Code, to the extent necessary or appropriate to maintain the status of the Company as a REIT and avoid the imposition of any federal income or excise tax;
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Consent Dividends. In the event that CT Legacy REIT Mezz Borrower requests that its holders of consent stock (as determined for purposes of Section 565 of the Code) agree to consent dividends (within the meaning of Section 565 of the Code), and the Manager determines that such consent dividends with respect to a taxable year are necessary or appropriate to ensure or maintain the status of CT Legacy REIT Mezz Borrower as a real estate investment trust for federal income tax purposes and/or avoid the imposition of any federal income or excise tax, the Members (individually and as Members) hereby authorize the Manager to take any and all actions necessary or appropriate under (a) the Code, (b) any regulations promulgated thereunder and (c) any court decision or any administrative positions of the United States Department of Treasury (including any Internal Revenue Service (“IRS”) forms or other forms), in each case to result in consent dividends sufficient to maintain CT Legacy REIT Mezz Borrower’s status as a real estate investment trust status and/or avoid federal income or excise tax for such taxable year. In furtherance of such authorization, each Member shall, on or before the time such Person becomes a Member, provide the Manager with a duly executed power of attorney on IRS Form 2848 completed consistently with such authorization, and will, upon the expiration of such IRS Form 2848 (and any subsequent form) complete and provide to the Manager a duly executed replacement IRS Form 2848.
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Consent Dividends. The Board of Directors shall use reasonable efforts to make distributions each year in an amount that will cause the REIT's "dividends paid deduction" (as defined in Section 561 of the Code) to at least equal the REIT's taxable income for the year (determined without regard to the dividends paid deduction). If there are not sufficient Available Receipts, the Board of Directors is authorized to take such other actions (including a declaration of consent dividends) as the Board of Directors determines is appropriate to cause the dividends paid deduction to equal the REIT's taxable income.
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Consent Dividends. Each Limited Partner whose Capital Contributions are contributed, directed or allocated by the Fund or an Alternative Investment Vehicle to a REIT, hereby grants to the General Partner the authority to consent to and approve, by and in the name of the Limited Partner, any “consent dividend” as that term is used in Section 565 of the Code and Section 1.565-1 of the Treasury Regulations.
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Related to Consent Dividends

  • Share Dividends If the Trustee receives any additional shares of capital stock of the Corporation as a dividend or other distribution with respect to any shares of Stock, the Trustee shall hold such shares subject to this Agreement for the benefit of the Stockholders in proportion to their respective interests, and the shares shall become subject to all of the terms and conditions of this Agreement to the same extent as if they were originally deposited hereunder. The Trustee shall issue Voting Trust Certificates in respect of these shares to the Stockholders of record at the close of business on the record date determined pursuant to the provisions of Section 4(d).

  • 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.

  • Declaration of Dividends Upon receipt of a written notice from an officer of the Fund declaring the payment of a dividend, the Transfer Agent shall disburse such dividend payments provided that in advance of such payment, the Fund furnishes the Transfer Agent with sufficient funds. The payment of such funds to the Transfer Agent for the purpose of being available for the payment of dividend checks from time to time is not intended by the Fund to confer any rights in such funds on the Fund’s Shareholders whether in trust or in contract or otherwise.

  • 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.

  • Stock Splits and Dividends If after the date hereof the Company shall subdivide the Preferred Stock, by split-up or otherwise, or combine the Preferred Stock, or issue additional shares of Preferred Stock in payment of a stock dividend on the Preferred Stock, the number of shares of Preferred Stock issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock dividend, or proportionately decreased in the case of a combination, and the Purchase Price shall forthwith be proportionately decreased in the case of a subdivision or stock dividend, or proportionately increased in the case of a combination.

  • PAYMENT OF DIVIDENDS OR DISTRIBUTIONS 1. Whenever the Fund shall determine to pay a dividend or distribution on Shares it shall furnish to Custodian Instructions or a Certificate setting forth with respect to the Series specified therein the date of the declaration of such dividend or distribution, the total amount payable, and the payment date.

  • Stock Dividends and Distributions In case the Company shall pay a dividend in, or make a distribution of, shares of Common Stock or of the Company's capital stock convertible into Common Stock, the Exercise Price shall forthwith be proportionately decreased. An adjustment made pursuant to this Section 8.2 shall be made as of the record date for the subject stock dividend or distribution.

  • Voting Rights; Dividends (a) Unless and until an Event of Default shall have occurred and be continuing;

  • Stock Dividends, Distributions, Etc If, while this Pledge Agreement is in effect, Pledgor becomes entitled to receive or receives any securities or other property in addition to, in substitution of, or in exchange for any of the Pledged Shares (whether as a distribution in connection with any recapitalization, reorganization or reclassification, a stock dividend or otherwise), Pledgor shall accept such securities or other property on behalf of and for the benefit of the Company as additional security for Pledgor's obligations under the Note and shall promptly deliver such additional security to the Company together with duly executed forms of assignment, and such additional security shall be deemed to be part of the Pledged Shares hereunder.

  • Stock Dividends If the Company at any time shall pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the foregoing subsections (a) or (b)) of the Company's stock, then the Exercise Price shall be adjusted, from and after the record date of such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such record date by a fraction (i) the numerator of which shall be the total number of all shares of the Company's stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of all shares of the Company's stock outstanding immediately after such dividend or distribution. The Warrantholder shall thereafter be entitled to purchase, at the Exercise Price resulting from such adjustment, the number of shares of Preferred Stock (calculated to the nearest whole share) obtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the number of shares of Preferred Stock issuable upon the exercise hereof immediately prior to such adjustment and dividing the product thereof by the Exercise Price resulting from such adjustment.

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