Common use of Coordination of Dividends Clause in Contracts

Coordination of Dividends. Except with respect to dividends or distributions of up to $2.3438 per year per share to holders of the Company Preferred Stock in accordance with past practices and the terms of Section 2 of the Articles Supplementary of the Company -- 9 3/8% Series A Cumulative Redeemable Preferred Stock, as in effect on the date hereof, from and after the date of this Agreement, the Company shall not make any dividend or distribution to its shareholders without the prior written consent of Parent; PROVIDED, HOWEVER, that after (1) the effectiveness of the Closing Agreement (as defined herein) and (2) the Company has paid (or has set aside cash reserves sufficient for the payment of all deferred amounts) in full any fees, penalties, taxes, costs, expenses or other amounts payable by the Company or any of its affiliates (regardless of whether due at such time or on a deferred basis) pursuant to or in connection with the Closing Agreement, excluding any legal fees payable to King & Spalding ("CLOSING AGREEMENT PAYMENTS"), the written consent of Parent shall not be required for the authorization and payment of (i) distributions required for the Company to maintain its status as a REIT under the Code or (ii) with respect to each calendar quarter ending after the date hereof and prior to the calendar quarter in which the Effective Time shall occur, quarterly distributions with respect to the Company Common Stock of (x) up to (A) $0.27 per share of Company Common Stock per quarter with respect to the fourth quarter of 2002 and (B) an amount per share of Company Common Stock per quarter equal to the product of Parent's dividend per share of Parent Common Stock times the Exchange Ratio with respect to any quarter in 2003 ending before the quarter in which the Effective Time shall occur, but (y) only to the extent that the aggregate of all such amounts otherwise distributable pursuant to clause (ii)(x) exceed the Closing Agreement Payments; PROVIDED that in no event shall the Company declare or pay any dividend with respect to the quarter in which the Effective Time shall occur, but the Company shareholders in their capacity as Parent shareholders shall be entitled to the Parent dividends payable in respect of the Parent Voting Preferred Stock issued in exchange for the Company Preferred Stock and in respect of the Parent Common Stock issued in exchange for the Company Common Stock with respect to such quarter. In the event that a distribution with respect to the Company Common Stock and the Company Preferred Stock permitted by this Section 6.11 has (i) a record date prior to the Effective Time and (ii) has not been paid as of the Effective Time, the holders of Company Common Stock and Company Preferred Stock shall be entitled to receive such distribution from the Company at the time such shares are exchanged pursuant to Article II of this Agreement.

Coordination of Dividends. Except with respect to dividends or distributions of up to $2.3438 per year per share to holders of the Company Preferred Stock in accordance with past practices and the terms of Section 2 of the Articles Supplementary of the Company -- 9 3/8% Series A Cumulative Redeemable Preferred Stock, as in effect on the date hereof, from From and after the date of this Agreementhereof, the Company shall not declare, pay or make any dividend or distribution to its shareholders without the prior written consent of Parent; PROVIDEDprovided, HOWEVERhowever, that after (1) the effectiveness of the Closing Agreement (as defined herein) and (2) the Company has paid (or has set aside cash reserves sufficient for the payment of all deferred amounts) in full any fees, penalties, taxes, costs, expenses or other amounts payable by the Company or any of its affiliates (regardless of whether due at such time or on a deferred basis) pursuant to or in connection with the Closing Agreement, excluding any legal fees payable to King & Spalding ("CLOSING AGREEMENT PAYMENTS"), the written consent of Parent shall not be required for the authorization and payment of (i) dividends and distributions required for the Company to maintain its status as a REIT under the Code or (each, a “REIT Dividend”) and (ii) with respect to each calendar quarter ending after the date hereof and prior to the calendar quarter in which the Effective Time shall occur, a quarterly distributions distribution with respect to the Company Common Stock for the Company’s fiscal quarter ending December 31, 2003 of (x) up to (A) $0.27 .18 per share of Company Common Stock per quarter with respect to the fourth quarter of 2002 and (B) an amount per share of Company Common Stock per quarter equal to the product of Parent's dividend per share of Parent Common Stock times the Exchange Ratio with respect to any quarter in 2003 ending before the quarter in which the Effective Time shall occur, but (y) only to the extent that the aggregate of all such amounts otherwise distributable pursuant to clause (ii)(x) exceed the Closing Agreement Payments; PROVIDED that in no event shall the Company declare or pay any dividend with respect to the quarter in which the Effective Time shall occur, but the Company shareholders in their capacity as Parent shareholders shall be entitled to the Parent dividends payable in respect of the Parent Voting Preferred Stock issued in exchange for the Company Preferred Stock and in respect of the Parent Common Stock issued in exchange for the Company Common Stock with respect to such quarterStock. In the event that a distribution with respect to the Company Common Stock and the Company Preferred Stock permitted by this Section 6.11 6.8 has (ix) a record date prior to the Effective Time and (iiy) has not been paid as of the Effective Time, the holders of Company Common Stock and Company Preferred Stock shall be entitled to receive such distribution from the Company at the time such shares are exchanged pursuant to Article II of this Agreement. Notwithstanding any provision in this Section 6.8 to the contrary, Parent may, prior to the Effective Time, (a) request in writing that the Company’s Board authorize the declaration and payment (with the payment to be made immediately prior to the Effective Time) of such dividends as may be necessary to distribute the additional real estate investment trust taxable income (as defined in Section 857(b)(2) of the Code) that Parent estimates would result from an election under Section 338 of the Code (a “338 Dividend”); and (b) request in writing that the Company’s Board authorize the declaration and payment at the time specified in the request of such REIT Dividends as may be necessary to ensure the Company’s continued qualification as a REIT under the Code; provided as to clauses (a) and (b) that Parent provides such written notice sufficiently in advance of the Effective Time so as to allow for the setting of any record date and notices required by the New York Stock Exchange, the Company’s Declaration or Maryland law. Upon receipt of such request, the Company’s Board shall authorize the requested 338 Dividend (which 338 Dividend may be conditional on the Closing) or REIT Dividend, as the case may be, subject to requirements of law and rules of the New York Stock Exchange and compliance with the Company’s Declaration, including any liquidity requirements that may be applicable as a condition precedent to declaration of a dividend. Any request by Parent under clause (b) shall be accompanied by an opinion of a tax advisor of recognized national standing (which may be Ernst & Young LLP or Xxxxxxx Xxxx & Xxxxxxxxx LLP) which concludes that there is a significant risk that failure to make such distribution would result in failure of the Company to qualify as a REIT under the Code.

Coordination of Dividends. Except Parent and the Company shall coordinate with respect to each other in designating the record and payment dates for any quarterly dividends or distributions of up to $2.3438 per year per share to holders of the Company Preferred Stock its stockholders, including a Tax Dividend, declared in accordance with past practices and the terms of Section 2 of the Articles Supplementary of the Company -- 9 3/8% Series A Cumulative Redeemable Preferred Stock, as this Agreement in effect on the date hereof, from and after the date of this Agreement, the Company shall not make any dividend or distribution to its shareholders without the prior written consent of Parent; PROVIDED, HOWEVER, that after (1) the effectiveness of the Closing Agreement (as defined herein) and (2) the Company has paid (or has set aside cash reserves sufficient for the payment of all deferred amounts) in full any fees, penalties, taxes, costs, expenses or other amounts payable by the Company or any of its affiliates (regardless of whether due at such time or on a deferred basis) pursuant to or in connection with the Closing Agreement, excluding any legal fees payable to King & Spalding ("CLOSING AGREEMENT PAYMENTS"), the written consent of Parent shall not be required for the authorization and payment of (i) distributions required for the Company to maintain its status as a REIT under the Code or (ii) with respect to each calendar quarter ending after the date hereof and prior to the calendar quarter in which the Effective Time shall Closing Date might reasonably be expected to occur, quarterly distributions with respect to the Company Common Stock of (x) up to (A) $0.27 per share of Company Common Stock per quarter with respect to the fourth quarter of 2002 and (B) an amount per share of Company Common Stock per quarter equal to the product of Parent's dividend per share of Parent Common Stock times the Exchange Ratio with respect to any quarter in 2003 ending before the quarter in which the Effective Time shall occur, but (y) only to the extent that the aggregate of all such amounts otherwise distributable pursuant to clause (ii)(x) exceed the Closing Agreement Payments; PROVIDED that in no event shall the Company declare or pay any dividend with respect to the quarter in which the Effective Time shall occur, but the Company shareholders in their capacity as Parent shareholders shall be entitled to the Parent dividends payable in respect of the Parent Voting Preferred Stock issued in exchange for the Company Preferred Stock and in respect of the Parent Common Stock issued in exchange for the Company Common Stock with respect to such quarter. In the event that a dividend or distribution with respect to the shares of Company Common Stock and permitted under the Company Preferred Stock permitted by terms of this Section 6.11 Agreement has (i) a record date prior to the Effective Time and (ii) has not been paid as of the Effective Time, the holders of shares of Company Common Stock and Company Preferred Stock shall be entitled to receive such dividend or distribution from after the Effective Time on the appropriate payment date and, in connection therewith, the Company at shall deposit such dividend or distribution with the time Exchange Agent to be paid to such shares are exchanged holders in accordance with Section 2.2 in the same manner as the Cash Consideration. Prior to the Closing Date, if the aggregate amount of all (a) dividends paid by the Company on or prior to the date of this Agreement plus (b) all Quarterly Dividends paid after the date of this Agreement is less than the amount that should be paid as a dividend to distribute to the Company’s stockholders the amounts set forth in (i) through (iv) of the definition of “Tax Dividend” or otherwise necessary for the Company to maintain its qualification as a RIC as reasonably determined by the Company, the Company shall declare a Tax Dividend. For all federal income tax purposes, to the fullest extent permitted by Applicable Law, Parent and the Company shall treat the payments of any Tax Dividend by the Exchange Agent, as agent on behalf of the Company, pursuant to Article II Section 2.2 as a payment of this Agreementa dividend considered to have been paid by the Company in the Company’s last federal income tax year pursuant to Section 855 of the Code. The amount of any Tax Dividend declared by the Company shall reduce the Parent Cash Consideration by an amount equal to the per share amount of such Tax Dividend; provided, that if the aggregate amount of all such Tax Dividends declared on or after the date hereof exceeds the amount of the Parent Cash Consideration, Parent and the Company shall negotiate in good faith to adjust the Exchange Ratio to account for such Tax Dividends.

Coordination of Dividends. Except Parent and Company shall coordinate with respect to each other in designating the record and payment dates for any dividends or distributions of up to $2.3438 per year per share to holders of the Company Preferred Stock its stockholders, including a Tax Dividend, declared in accordance with past practices and the terms of Section 2 of the Articles Supplementary of the Company -- 9 3/8% Series A Cumulative Redeemable Preferred Stock, as this Agreement in effect on the date hereof, from and after the date of this Agreement, the Company shall not make any dividend or distribution to its shareholders without the prior written consent of Parent; PROVIDED, HOWEVER, that after (1) the effectiveness of the Closing Agreement (as defined herein) and (2) the Company has paid (or has set aside cash reserves sufficient for the payment of all deferred amounts) in full any fees, penalties, taxes, costs, expenses or other amounts payable by the Company or any of its affiliates (regardless of whether due at such time or on a deferred basis) pursuant to or in connection with the Closing Agreement, excluding any legal fees payable to King & Spalding ("CLOSING AGREEMENT PAYMENTS"), the written consent of Parent shall not be required for the authorization and payment of (i) distributions required for the Company to maintain its status as a REIT under the Code or (ii) with respect to each calendar quarter ending after the date hereof and prior to the calendar quarter in which the Effective Time shall Closing Date might reasonably be expected to occur, quarterly distributions with respect to the Company Common Stock of (x) up to (A) $0.27 per share of Company Common Stock per quarter with respect to the fourth quarter of 2002 and (B) an amount per share of Company Common Stock per quarter equal to the product of Parent's dividend per share of Parent Common Stock times the Exchange Ratio with respect to any quarter in 2003 ending before the quarter in which the Effective Time shall occur, but (y) only to the extent that the aggregate of all such amounts otherwise distributable pursuant to clause (ii)(x) exceed the Closing Agreement Payments; PROVIDED that in no event shall the Company declare or pay any dividend with respect to the quarter in which the Effective Time shall occur, but the Company shareholders in their capacity as Parent shareholders shall be entitled to the Parent dividends payable in respect of the Parent Voting Preferred Stock issued in exchange for the Company Preferred Stock and in respect of the Parent Common Stock issued in exchange for the Company Common Stock with respect to such quarter. In the event that a dividend or distribution with respect to the shares of Company Common Stock and permitted under the Company Preferred Stock permitted by terms of this Section 6.11 Agreement has (i) a record date prior to the Effective Time and (ii) has not been paid as of the Effective Time, the holders of shares of Company Common Stock and Company Preferred Stock shall be entitled to receive such dividend or distribution from after the Effective Time on the appropriate payment date and, in connection therewith, the Company at shall deposit such dividend or distribution with the time Exchange Agent to be paid to such shares are exchanged holders in accordance with Section 2.2 in the same manner as the Cash Consideration. Prior to the Closing Date, if the aggregate amount of all (a) dividends paid by the Company on or prior to the date of this Agreement plus (b) all Quarterly Dividends after the date of this Agreement is less than the amount that should be paid as a dividend to distribute to the Company’s stockholders the amounts set forth in (i) through (iv) of the definition of “Tax Dividend” or otherwise necessary for the Company to maintain its qualification as a RIC as reasonably determined by the Company, the Company shall declare a Tax Dividend. For all federal income tax purposes, to the fullest extent permitted by Applicable Law, Parent and the Company shall treat the payments of any Tax Dividend by the Exchange Agent, as agent on behalf of the Company, pursuant to Article II Section 2.2 as a payment of this Agreementa dividend considered to have been paid by the Company in the Company’s last federal income tax year pursuant to Section 855 of the Code. The amount of any Tax Dividend declared by the Company shall reduce the Parent Cash Consideration by an amount equal to the per share amount of such Tax Dividend; provided, that if the aggregate amount of all such Tax Dividends declared on or after the date hereof exceeds the amount of the Parent Aggregate Cash Consideration, Parent and the Company shall negotiate in good faith to adjust the Exchange Ratio to account for such Tax Dividends.

Coordination of Dividends. Except Parent and the Company shall coordinate with respect to each other in designating the record and payment dates for any quarterly dividends or distributions of up to $2.3438 per year per share to holders of the Company Preferred Stock its stockholders, including a Tax Dividend, declared in accordance with past practices and the terms of Section 2 of the Articles Supplementary of the Company -- 9 3/8% Series A Cumulative Redeemable Preferred Stock, as this Agreement in effect on the date hereof, from and after the date of this Agreement, the Company shall not make any dividend or distribution to its shareholders without the prior written consent of Parent; PROVIDED, HOWEVER, that after (1) the effectiveness of the Closing Agreement (as defined herein) and (2) the Company has paid (or has set aside cash reserves sufficient for the payment of all deferred amounts) in full any fees, penalties, taxes, costs, expenses or other amounts payable by the Company or any of its affiliates (regardless of whether due at such time or on a deferred basis) pursuant to or in connection with the Closing Agreement, excluding any legal fees payable to King & Spalding ("CLOSING AGREEMENT PAYMENTS"), the written consent of Parent shall not be required for the authorization and payment of (i) distributions required for the Company to maintain its status as a REIT under the Code or (ii) with respect to each calendar quarter ending after the date hereof and prior to the calendar quarter in which the Effective Time shall Closing Date might reasonably be expected to occur, quarterly distributions with respect to the Company Common Stock of (x) up to (A) $0.27 per share of Company Common Stock per quarter with respect to the fourth quarter of 2002 and (B) an amount per share of Company Common Stock per quarter equal to the product of Parent's dividend per share of Parent Common Stock times the Exchange Ratio with respect to any quarter in 2003 ending before the quarter in which the Effective Time shall occur, but (y) only to the extent that the aggregate of all such amounts otherwise distributable pursuant to clause (ii)(x) exceed the Closing Agreement Payments; PROVIDED that in no event shall the Company declare or pay any dividend with respect to the quarter in which the Effective Time shall occur, but the Company shareholders in their capacity as Parent shareholders shall be entitled to the Parent dividends payable in respect of the Parent Voting Preferred Stock issued in exchange for the Company Preferred Stock and in respect of the Parent Common Stock issued in exchange for the Company Common Stock with respect to such quarter. In the event that a dividend or distribution with respect to the shares of Company Common Stock and permitted under the Company Preferred Stock permitted by terms of this Section 6.11 Agreement has (i) a record date prior to the Effective Time and (ii) has not been paid as of the Effective Time, the holders of shares of Company Common Stock and Company Preferred Stock shall be entitled to receive such dividend or distribution from after the Effective Time on the appropriate payment date and, in connection therewith, the Company at shall deposit such dividend or distribution with the time Exchange Agent to be paid to such shares are exchanged holders in accordance with Section 2.2 in the same manner as the Cash Consideration. Prior to the Closing Date, if the aggregate amount of all (a) dividends paid by the Company on or prior to the date of this Agreement plus (b) all Quarterly Dividends paid after the date of this Agreement is less than the amount that should be paid as a dividend to distribute to the Company's stockholders the amounts set forth in (i) through (iv) of the definition of "Tax Dividend" or otherwise necessary for the Company to maintain its qualification as a RIC as reasonably determined by the Company, the Company shall declare a Tax Dividend. For all federal income tax purposes, to the fullest extent permitted by Applicable Law, Parent and the Company shall treat the payments of any Tax Dividend by the Exchange Agent, as agent on behalf of the Company, pursuant to Article II Section 2.2 as a payment of this Agreementa dividend considered to have been paid by the Company in the Company's last federal income tax year pursuant to Section 855 of the Code. The amount of any Tax Dividend declared by the Company shall reduce the Parent Cash Consideration by an amount equal to the per share amount of such Tax Dividend; provided, that if the aggregate amount of all such Tax Dividends declared on or after the date hereof exceeds the amount of the Parent Cash Consideration, Parent and the Company shall negotiate in good faith to adjust the Exchange Ratio to account for such Tax Dividends.

Coordination of Dividends. Except with respect to dividends or distributions of up to $2.3438 per year per share to holders of the Company Preferred Stock in accordance with past practices and the terms of Section 2 of the Articles Supplementary of the Company -- 9 3/8% Series A Cumulative Redeemable Preferred Stock, as in effect on the date hereof, from From and after the date of this Agreementhereof, the Company shall not declare, pay or make any dividend or distribution to its shareholders without the prior written consent of Parent; PROVIDEDprovided, HOWEVERhowever, that after (1) the effectiveness of the Closing Agreement (as defined herein) and (2) the Company has paid (or has set aside cash reserves sufficient for the payment of all deferred amounts) in full any fees, penalties, taxes, costs, expenses or other amounts payable by the Company or any of its affiliates (regardless of whether due at such time or on a deferred basis) pursuant to or in connection with the Closing Agreement, excluding any legal fees payable to King & Spalding ("CLOSING AGREEMENT PAYMENTS"), the written consent of Parent shall not be required for the authorization and payment of (i) dividends and distributions required for the Company to maintain its status as a REIT under the Code or (each, a "REIT Dividend") and (ii) with respect to each calendar quarter ending after the date hereof and prior to the calendar quarter in which the Effective Time shall occur, a quarterly distributions distribution with respect to the Company Common Stock for the Company's fiscal quarter ending December 31, 2003 of (x) up to (A) $0.27 .18 per share of Company Common Stock per quarter with respect to the fourth quarter of 2002 and (B) an amount per share of Company Common Stock per quarter equal to the product of Parent's dividend per share of Parent Common Stock times the Exchange Ratio with respect to any quarter in 2003 ending before the quarter in which the Effective Time shall occur, but (y) only to the extent that the aggregate of all such amounts otherwise distributable pursuant to clause (ii)(x) exceed the Closing Agreement Payments; PROVIDED that in no event shall the Company declare or pay any dividend with respect to the quarter in which the Effective Time shall occur, but the Company shareholders in their capacity as Parent shareholders shall be entitled to the Parent dividends payable in respect of the Parent Voting Preferred Stock issued in exchange for the Company Preferred Stock and in respect of the Parent Common Stock issued in exchange for the Company Common Stock with respect to such quarterStock. In the event that a distribution with respect to the Company Common Stock and the Company Preferred Stock permitted by this Section 6.11 6.8 has (ix) a record date prior to the Effective Time and (iiy) has not been paid as of the Effective Time, the holders of Company Common Stock and Company Preferred Stock shall be entitled to receive such distribution from the Company at the time such shares are exchanged pursuant to Article II of this Agreement. Notwithstanding any provision in this Section 6.8 to the contrary, Parent may, prior to the Effective Time, (a) request in writing that the Company's Board authorize the declaration and payment (with the payment to be made immediately prior to the Effective Time) of such dividends as may be necessary to distribute the additional real estate investment trust taxable income (as defined in Section 857(b)(2) of the Code) that Parent estimates would result from an election under Section 338 of the Code (a "338 Dividend"); and (b) request in writing that the Company's Board authorize the declaration and payment at the time specified in the request of such REIT Dividends as may be necessary to ensure the Company's continued qualification as a REIT under the Code; provided as to clauses (a) and (b) that Parent provides such written notice sufficiently in advance of the Effective Time so as to allow for the setting of any record date and notices required by the New York Stock Exchange, the Company's Declaration or Maryland law. Upon receipt of such request, the Company's Board shall authorize the requested 338 Dividend (which 338 Dividend may be conditional on the Closing) or REIT Dividend, as the case may be, subject to requirements of law and rules of the New York Stock Exchange and compliance with the Company's Declaration, including any liquidity requirements that may be applicable as a condition precedent to declaration of a dividend. Any request by Parent under clause (b) shall be accompanied by an opinion of a tax advisor of recognized national standing (which may be Ernst & Young LLP or Xxxxxxx Xxxx & Xxxxxxxxx LLP) which concludes that there is a significant risk that failure to make such distribution would result in failure of the Company to qualify as a REIT under the Code.

Coordination of Dividends. Except with respect Subject to dividends or distributions of up to $2.3438 per year per share to holders of the Company Preferred Stock in accordance with past practices and the terms provisions of Section 2 of the Articles Supplementary of the Company -- 9 3/8% Series A Cumulative Redeemable Preferred Stock6.1(b)(iii)(C) and Section 6.2(b)(iii)(C), as in effect on the date hereofapplicable, from and after the date of this Agreement until the Closing Date, each of Parent and the Company shall continue to pay cash dividends on the Parent Ordinary Shares and Common Shares, as applicable, in the ordinary course, consistent with past practice. Notwithstanding the foregoing, not less than 15 days prior to the date which the parties reasonably agree in good faith is the anticipated Closing Date taking into account, if applicable, the proviso to Section 1.2 (the "ESTIMATED CLOSING DATE"), the Company shall, to the extent permitted by applicable Law, declare a cash dividend (the "EQUALIZATION DIVIDEND") on the Common Shares in an amount per share equal to the Dividend Differential, such dividend to be payable to holders of record of Common Shares on a record date not less than three days prior to the Closing Date and such dividend to be paid at least one Business Day prior to the Closing Date. For purposes of this Agreement, "DIVIDEND DIFFERENTIAL" shall mean the excess (calculated in US dollars), if any, of (x) the aggregate amount of the cash dividends per share that a holder of a Common Share would have received (or been entitled to receive upon the occurrence of the relevant payment date whether or not such date falls before, on or after the Estimated Closing Date) had the Effective Date been the date of this Agreement and such holder received the Merger Consideration in respect of such share in the form of Parent Ordinary Shares (rounding to the nearest Pound .01) on the date of this Agreement and held such Merger Consideration until the Estimated Closing Date, over (y) the aggregate amount of the cash dividends per share that a holder of a Common Share would have received (or been entitled to receive upon the occurrence of the relevant payment date whether or not such date falls before, on or after the Estimated Closing Date) had such holder held such Common Share from the date of this Agreement until the Estimated Closing Date (without taking account of the Equalization Dividend). For purposes of calculating the Dividend Differential, each dividend paid by Parent on Parent Ordinary Shares which was denominated in pounds sterling shall be converted into equivalent US dollar amounts using the spot rate of exchange (as published in The Wall Street Journal (National Edition) or, if not reported therein, such other generally-recognized authoritative source as is mutually acceptable to the parties) on the date such dividend was paid by Parent (or if such dividend has not yet been paid on the last Business Day preceding the date of declaration of the Equalization Dividend, and rounded to the nearest $.01) and no interest on any amount shall be deemed paid or accrued. When calculating the Dividend Differential it shall be assumed that the amount of a cash dividend per share in each of (x) and (y), above, is the amount of such cash dividend prior to any withholding Tax being levied and exclusive of any applicable United Kingdom Tax credit. The Equalization Dividend shall be paid exclusively from the assets held by the Company and its Subsidiaries prior to the Merger and shall not be funded, directly or indirectly, by Parent or any of its affiliates. Following determination of the Estimated Closing Date, Parent and the Company shall not make declare any dividend or distribution to its shareholders without on the prior written consent of Parent; PROVIDEDCommon Shares and Parent Ordinary Shares, HOWEVER, that after as applicable (other than (1) the effectiveness of the Closing Agreement (as defined herein) Equalization Dividend and (2) the Company has paid (or has set aside cash reserves sufficient for the payment of all deferred amounts) in full any fees, penalties, taxes, costs, expenses or other amounts payable Parent dividend which by the Company or any of its affiliates (regardless of whether due at such time or on a deferred basis) pursuant to or in connection with the Closing Agreement, excluding any legal fees payable to King & Spalding ("CLOSING AGREEMENT PAYMENTS"), the written consent of Parent shall not be required for the authorization and payment of (i) distributions required for the Company to maintain its status as a REIT under the Code or (ii) with respect to each calendar quarter ending after the date hereof and prior to the calendar quarter in which the Effective Time shall occur, quarterly distributions with respect to the Company Common Stock of (x) up to (A) $0.27 per share of Company Common Stock per quarter with respect to the fourth quarter of 2002 and (B) an amount per share of Company Common Stock per quarter equal to the product of Parent's dividend per share of Parent Common Stock times the Exchange Ratio with respect to any quarter in 2003 ending before the quarter in which the Effective Time shall occur, but (y) only to the extent that the aggregate of all such amounts otherwise distributable pursuant to clause (ii)(x) exceed the Closing Agreement Payments; PROVIDED that in no event shall the Company declare or pay any dividend with respect to the quarter in which the Effective Time shall occur, but the Company shareholders in their capacity as Parent shareholders shall be entitled to the Parent dividends payable in respect agreement of the parties has been taken into account in calculating the Dividend Differential as if the record date shall have already occurred but which has not yet been declared by Parent Voting Preferred Stock issued in exchange for the Company Preferred Stock and in respect of the Parent Common Stock issued in exchange for the Company Common Stock but is anticipated to be declared with respect to such quarter. In the event that a distribution with respect to the Company Common Stock and the Company Preferred Stock permitted by this Section 6.11 has (i) a record date prior to the Effective Time and (ii) Time), which dividend has not been paid as of a record date prior to the Effective Time, the holders of Company Common Stock and Company Preferred Stock shall be entitled to receive such distribution from the Company at the time such shares are exchanged pursuant to Article II of this AgreementDate.