Declaration of Dividends and Distributions Sample Clauses

Declaration of Dividends and Distributions. From and after the date of this Agreement, neither Cornerstone nor EOP shall make any dividend or distribution to its respective stockholders or shareholders without the prior written consent of the other party; PROVIDED, HOWEVER, the written consent of the other party shall not be required for the authorization and payment of (a) distributions at their respective stated dividend or distribution rates with respect to EOP Preferred Shares or Cornerstone 7% Preferred Stock, (b) quarterly distribution with respect to the Cornerstone Common Stock of up to $0.24 per share for the quarter ending March 31, 2000 and up to $0.31 per share thereafter and (c) quarterly distributions with respect to the EOP Common Share of up to $0.42 per share for the quarter ending March 31, 2000 and for each quarter thereafter; PROVIDED, HOWEVER, except for the record date previously set on January 31, 2000, the record date for each distribution with respect to the Cornerstone Common Stock shall be the same date as the record date for the quarterly distribution for the EOP Common Shares, as provided to Cornerstone by notice not less than twenty (20) business days prior to the record date for any quarterly EOP distribution. From and after the date of this Agreement, Cornerstone Partnership shall not make any distribution to the holders of Cornerstone OP Units except a distribution per Cornerstone OP Unit in the same amount as a dividend per share of Cornerstone Common Stock permitted pursuant to this Section 5.10, with the same record and payment dates as such dividend on the Cornerstone Common Stock. The foregoing restrictions shall not apply, however, to the extent a distribution (or an increase in a distribution) by Cornerstone or EOP is necessary for Cornerstone or EOP, as applicable, to maintain REIT status, avoid the incurrence of any taxes under Section 857 of the Code, avoid the imposition of any excise taxes under Section 4981 of the Code, or avoid the need to make one or more extraordinary or disproportionately larger distributions to meet any of the three preceding objectives.
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Declaration of Dividends and Distributions. From and after the date of this Agreement, Seller shall not make any dividend or distribution to its stockholders without the prior written consent of Buyer; provided, however, the written consent of Buyer shall not be required for the authorization and payment of quarterly distributions (i) with respect to the Seller Common Shares, (a) for the dividend for the second and third quarters of 1999 (i.e., $.25 per share with a record date of May 1, 1999 and August 1, 1999) and (b) as permitted under Section 1.2(g), and (ii) with respect to the Seller Preferred Shares for the dividend for the second quarter of 1999 and for each quarterly dividend thereafter in the amounts provided for in the Certificate of Designation in respect of the Seller Preferred Shares. From and after the date of this Agreement, Seller Partnership shall not make any distribution to the holders of Seller OP Units except a distribution per Seller OP Unit in the same amount as a dividend per Seller Common Share permitted pursuant to this Section 5.9 (including without limitation pursuant to the following paragraph), with the same record and payment dates as such dividend on the Seller Common Shares. The foregoing restrictions shall not apply, however, to the extent a distribution by Seller is necessary for Seller to maintain REIT status or to prevent Seller from having to pay federal income tax; provided that in the event of such a distribution, the aggregate cash consideration payable to holders of Seller Common Shares in the Merger shall be reduced by the aggregate amount of such distribution, and the Common Merger Consideration per share shall be reduced accordingly. Notwithstanding the foregoing, if the Effective Time occurs on a date after November 1, 1999, the Seller may declare or establish a record date and set aside funds for payment of a dividend for the period commencing November 1, 1999 and ending on the date on which the Effective Time occurs (the "Partial Period"). The amount of the dividend per Seller Common Share for such Partial Period shall equal a fraction, (I) the numerator of which equals (a) $.25, times (b) the number of days comprising such Partial Period, and (II) the denominator of which is 90.
Declaration of Dividends and Distributions. From and after the date of this Agreement, Wellsford shall not make any dividend or distribution to its shareholders without the prior written consent of EQR; provided, however, the written consent of EQR shall not be required for the distribution of Newco shares pursuant to the Spin-Off and for the authorization and payment of quarterly distributions with respect to the Wellsford Common Shares of up to $0.485 per share, the Wellsford Series A Preferred Shares of up to $0.4375 per share and the Wellsford Series B Preferred Shares of up to $0.603125 per share; provided, however, the record date for each distribution with respect to the Wellsford Common Shares shall be the same date as the record date for the quarterly distribution for the Common Shares of EQR as provided to Wellsford by notice not less than twenty (20) business days prior to the record date for any quarterly EQR distribution; provided, however, in the event EQR has not notified Wellsford of the record date for a quarterly distribution with respect to the EQR Common Shares for any quarter prior to the last twenty (20) business days of such quarter, Wellsford may authorize a distribution on the Wellsford Common Shares, subject to the terms and conditions of this Section 5.13. Notwithstanding the foregoing, if EQR is to be the Surviving Trust, Wellsford may make distributions to its shareholders in excess of the foregoing amounts without the consent of EQR but only to the extent such distributions are required to comply with the minimum distribution requirements set forth in Section 857(b) of the Code.
Declaration of Dividends and Distributions. From and after the date of this Agreement, the Company shall not make any dividend or other distribution to its stockholders without the prior written consent of Acquiror, except for (i) payment of dividends on Common Shares consistent with prior practice exemplified by the last full quarter prior to the date of this Agreement, and (ii) payment of monthly dividends on Preferred Shares in the amounts provided for in its Articles Supplementary. From and after the date of this Agreement, G & L Operating Partnership shall not make any distribution to its partners except a distribution per Partnership Unit in the same amount as dividends on the Common Shares and Preferred Shares with the same record and payment dates as such dividends on the Common Shares and Preferred Shares. The foregoing restrictions, and Section 4.3(ix), shall not apply, however, to the extent a distribution by the Company is necessary for the Company to maintain REIT status or to prevent the Company from having to pay federal income or excise tax.
Declaration of Dividends and Distributions. Subject to Section 1.16(d) hereof, from and after the date of this Agreement, neither Prentiss nor Mack-Cali shall make any dividend or distribution to its shareholders without the prior written consent of the other party; provided, however, the written consent of the other party shall not be required for the authorization and payment of quarterly distributions with respect to the Prentiss Common Shares, Prentiss Series A Preferred Shares or Mack-Cali Common Shares for the dividend for the second quarter of 2000, and for each quarterly dividend thereafter in an amount up to the dividend per share paid by it for the first quarter of 2000; provided, however, the record date for each distribution with respect to the Prentiss Common Shares and Prentiss Series A Preferred Shares shall be the same date as the record date for the quarterly distribution for the Mack-Cali Common Shares as agreed by the parties from time to time. Subject to Section 1.16(d) hereof, from and after the date of this Agreement, Prentiss Partnership shall not make any distribution to the holders of Prentiss Common Units except a distribution per Prentiss Common Unit in the same amount as a dividend per Prentiss Common Share permitted pursuant to this Section 5.10, with the same record and payment dates as such dividend on the Prentiss Common Shares, and shall not make any distribution to the holders of Prentiss Series B Preferred Units or Prentiss Series C Preferred Units except a distribution per such Prentiss Preferred Unit as called for by their respective Certificates of Designation. From and after the date of this Agreement, Mack-Cali Partnership shall not make any distribution to the holders of Mack-Cali Common Units except a distribution per Mack-Cali Common Unit in the same amount as a dividend per Mack-Cali Common Share permitted pursuant to this Section 5.10, with the same record and payment dates as such dividend on the Mack-Cali Common Shares, and shall not make any distribution to the holders of Mack-Cali Series A Preferred Units or Mack-Cali Series B Preferred Units except a distribution per such Mack-Cali Preferred Unit as called for by their respective Certificates of Designation. The foregoing restrictions shall not apply, however, to the extent a distribution by Prentiss or Mack-Cali is necessary for Prentiss or Mack-Cali, as applicable, to maintain REIT status.
Declaration of Dividends and Distributions. From and after the date of this Agreement, neither the Company, nor any of the Company Subsidiaries shall make any dividend or distribution to its shareholders without the prior written consent of ERP.
Declaration of Dividends and Distributions. From and after the date of this Agreement, EWR shall not make any dividend or distribution to its shareholders without the prior written consent of EQR; provided, however, the written consent of EQR shall not be required for the authorization and payment of quarterly distributions with respect to the EWR Common Shares of up to $0.41 per share for the dividend for the third quarter of 1997 and an amount per share for each quarterly dividend thereafter not to exceed 50% of the dividend on an EQR Common Share for such quarter; provided, however, the record date for each distribution with respect to the EWR Common Shares (other than the dividend for the third quarter of 1997) shall be the same date as the record date for the quarterly distribution for the EQR Common Shares as provided to EWR by notice not less than twenty (20) business days prior to the record date for any quarterly EQR distribution. From and after the date of this Agreement, EWR Partnership shall not make any distribution to the holders of EWR OP Units except a distribution per EWR OP Unit in the same amount as a dividend per EWR Common Share permitted pursuant to this Section, with the same record and payment dates as such dividend on the EWR Common Shares. The foregoing restrictions shall not apply, however, to the extent necessary for EWR to maintain REIT status.
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Declaration of Dividends and Distributions. From and after the date of this Agreement, except as provided for in Section 1.11(d), neither Crown nor PREIT shall make any dividend or distribution to its respective shareholders without the prior written consent of the other party; provided, however, the written consent of the other party shall not be required for the authorization and payment of (a) distributions at their respective stated dividend or distribution rates with respect to Crown Senior Preferred Shares, (b) quarterly distributions with respect to the Crown Common Shares of $.2125 per share for the quarter ended March 31, 2003 and $.2150 per share for the quarter ending June 30, 2003 and for each quarter thereafter and (c) quarterly distributions with respect to the PREIT Common Shares of up to $.54 per share; provided, however, the record and payment dates for each distribution with respect to the Crown Common Shares shall be the same dates as the record and payment dates, respectively, for the quarterly distribution for the PREIT Common Shares, such record and payment dates to be mutually and reasonably agreed to by Crown and PREIT. From and after the date of this Agreement, except as provided in Section 1.11(d), Crown Partnership shall not make any distribution to the holders of Crown OP Units except a distribution per Crown OP Unit in the same amount as a dividend per Crown Common Share or Crown Preferred Share permitted pursuant to this Section 5.10, with the same record and payment dates as such dividend on the Crown Common Share or the Crown Preferred Share, as applicable. From and after the date of this Agreement, except as provided in Section 1.11(d) and except as contemplated in the Crown Partnership Distribution Agreement, PREIT Partnership shall not make any distribution to the holders of PREIT OP Units except a distribution per PREIT OP Unit in the same amount as a dividend per PREIT Common Share permitted pursuant to this Section 5.10, with the same record and payment dates as such dividend on the PREIT Common Share, as applicable. The foregoing restrictions shall not apply, however, (i) to PREIT to the extent a distribution (or an increase in a distribution) by PREIT is necessary for PREIT to maintain REIT status, avoid the incurrence of any taxes under Section 857 of the Code, avoid the imposition of any excise taxes under Section 4981 of the Code, or avoid the need to make one or more extraordinary or disproportionately larger distributions to meet any of the three precedin...
Declaration of Dividends and Distributions. From and after the date of this Agreement, neither Horizon nor Horizon Partnership, on the one hand, nor Prime nor Prime Partnership, on the other hand, shall declare or pay any dividend or distribution to its shareholders or partners, as the case may be, without the prior written consent of Prime or Horizon, respectively; provided, however, that such written consent shall not be required for the declaration and payment of (i) a distribution with respect to each Horizon Common Share or Horizon OP Unit in the first quarter of 1998 in an amount equal to the product of (A) 0.3575 times (B) the dividend or distribution declared in respect of each Prime Common Share or Prime OP Unit in such quarterly period, (ii) a quarterly distribution with respect to each Horizon Common Share or Horizon OP Unit in any quarterly period ending after March 31, 1998 in an amount equal to the product of (A) 0.9193 times (B) the dividend or distribution declared in respect of each Prime Common Share or Prime OP Unit in such quarterly period, (iii) Prime Regular Quarterly Distributions, (iv) the Prime Newco Distribution, (v) any distribution contemplated by the Contribution Agreement and (vi) any distribution contemplated by Section 1.14(d); provided, however, that, except for distributions described in the foregoing clauses (iv) and (v), the record date for each distribution with respect to the Horizon Common Shares and the Horizon OP Units, on the one hand, shall be the same date as the record date for the quarterly distributions for the Prime Common Shares and the Prime Common Units, on the other hand, as provided to Horizon by notice not less than fifteen (15) days prior to the record date for any quarterly distribution by Prime or Prime Partnership. The foregoing restrictions shall not apply, however, to the extent a distribution by Horizon or Prime is necessary for Horizon or Prime, as applicable, to maintain REIT status.
Declaration of Dividends and Distributions. 62 5.11 TRANSFER OF NON-CONTROLLED SUBSIDIARY VOTING SHARES................................................................ 63 5.12 ASSUMPTION OF EXISTING XXXXXXXX TAX PROTECTION AGREEMENTS.......................................................... 63 5.13
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