Common use of Declaration of Dividends and Distributions Clause in Contracts

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.

Declaration of Dividends and Distributions. From and after the date of this Agreement, neither Cornerstone nor EOP JP shall not make any dividend or distribution to its respective stockholders or shareholders without the prior written consent of the other partyGGP and GGP Partnership; PROVIDEDprovided, HOWEVERhowever, the written consent of the other party GGP and GGP Partnership shall not be required for the authorization and payment of (a) quarterly 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 JP Common Stock of up to $0.24 0.51 per share for the quarter ending March 31, 2000 and 2002 and, if the Closing occurs after March 31, 2002, up to $0.31 0.51 per share thereafter for each full quarter thereafter, with the dividend for the quarter in which the Closing occurs to be prorated for the number of days in such quarter elapsed prior to the Closing and (cb) quarterly distributions with respect to the EOP Common Share Price Group Stock of up to $0.42 0.408 per share for the quarter ending March 31, 2000 and 2002 and, if the Closing occurs after March 31, 2002, up to $0.408 per share for each full quarter thereafter; PROVIDED, HOWEVER, except with the dividend for the record date previously set on January 31, 2000, quarter in which the record date for each distribution with respect Closing occurs to the Cornerstone Common Stock shall be the same date as the record date prorated for the quarterly distribution for the EOP Common Shares, as provided to Cornerstone by notice not less than twenty (20) business number of days in such quarter elapsed prior to the Closing (each such per share amount in (b) being 80% of the corresponding per share amount in (a)), provided that JP shall notify GGP and GGP Partnership of the proposed record date for any quarterly EOP distributionsuch distribution prior to such date. From and after the date of this Agreement, Cornerstone Partnership PDC LP shall not make any distribution to the holders of Cornerstone PDC OP Units except (a) a distribution per Cornerstone JP Common OP Unit in the same amount as a dividend per share of Cornerstone JP Common Stock permitted pursuant to this Section 5.105.9, with the same record and payment dates as such dividend on JP Common Stock and (b) quarterly dividends with respect to the Cornerstone Common StockPDC Preferred OP Units which are required by the terms of the PDC LP Agreement. The foregoing restrictions shall not apply, however, to the extent a distribution (or an increase in a distribution) by Cornerstone JP is permitted under Section 1.8(d), or EOP is necessary for Cornerstone or EOP, as applicable, JP to maintain REIT status, avoid the incurrence of any taxes Taxes under Section 857 of the Code, avoid the imposition of any excise taxes 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.

Declaration of Dividends and Distributions. From and after the date of this Agreement, neither Cornerstone nor EOP Colonial shall make any dividend or distribution to its respective stockholders or shareholders without the prior written consent of the other party; PROVIDEDprovided, HOWEVERhowever, 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 Colonial Preferred Shares or Cornerstone 7% Series A Preferred StockShares, (b) subject to the immediately following paragraph, quarterly distribution distributions with respect to the Cornerstone Common Stock Shares of up to $0.24 0.20 per share for during the quarter ending March 31, 2000 2005 and up to $0.31 per share thereafter for each quarter thereafter, and (c) quarterly distributions with respect to the EOP Colonial Common Share Shares of up to $0.42 0.67 per share for during the quarter ending March December 31, 2000 2004 and for up to $0.675 per share during each quarter thereafter; PROVIDEDprovided, HOWEVER, except for the record date previously set on January 31, 2000however, the record date for each distribution with respect to the Cornerstone Common Stock Shares shall be the same date as the record date for the quarterly distribution for the EOP Colonial Common Shares, as provided to Cornerstone by notice not less than twenty (20) business days prior to the record date for any quarterly EOP Colonial 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 distributions required under the Cornerstone OP Unit in Partnership Agreement based on the same amount as a dividend per share of Cornerstone Common Stock Shares permitted pursuant to this Section 5.10, with the same record and payment dates as such dividend on the Cornerstone Common StockShares. Unless Cornerstone shall have advised Colonial in writing that no IRS Agreement (as defined herein) shall be requested pursuant to Section 5.16 (and that an opinion as to the qualification of Cornerstone as a REIT satisfying the conditions of Section 6.2(d) herein is contemporaneously delivered to Colonial), then, notwithstanding anything to contrary contained in this Section 5.10, Cornerstone shall not make any dividend or distribution to its holders of Cornerstone Common Shares, except as set forth below to satisfy the Deficiency Dividend Amount (as defined below), until Cornerstone shall have obtained the IRS Agreement contemplated by Section 5.16 and all matters covered by the request for such IRS Agreement shall have been resolved in such IRS Agreement. If Cornerstone shall have obtained an IRS Agreement that requires the payment of a "deficiency dividend" (within the meaning of Section 860 of the Code) (a "Deficiency Dividend," and the amount of all Deficiency Dividends under the IRS Agreement, the "Deficiency Dividend Amount"), whether or not such IRS Agreement resolves all matters covered by such request, then Cornerstone shall (i) not make any dividend or distribution to its holders of Cornerstone Common Shares, except as provided in clause (ii) below, and (ii)(A) first, to the extent not already contemplated by such IRS Agreement, seek an additional IRS Agreement to have distributions paid to holders of Cornerstone Common Shares during the year ended December 31, 2004 that otherwise would not be treated as dividends for federal income tax purposes recharacterized by the IRS as a "deficiency dividend" in satisfaction of the Deficiency Dividend Amount, unless Cornerstone, after good faith consultation with Colonial, reasonably determines that it is likely that such additional IRS Agreement cannot be obtained, (B) second, to the extent the preceding clause (A) does not satisfy the Deficiency Dividend Amount, declare and make quarterly distributions to holders of Cornerstone Common Shares of up to $0.20 per share for each quarter after the quarter ending December 31, 2004 in satisfaction of the Deficiency Dividend Amount (provided that, no portion of the quarterly distribution shall be treated as having satisfied the Deficiency Dividend Amount if, and to the extent, that such treatment would result in Cornerstone being required to pay a Final Closing Dividend (that is, a dividend either to satisfy the requirements of Section 857(a)(1) of the Code for the taxable year of Cornerstone ending at the Effective Time of the Merger and/or December 31, 2004 and/or a dividend to avoid the payment of any Tax with respect to undistributed income or gain for either such year)), and (C) third, to the extent the preceding clause (B) does not satisfy the Deficiency Dividend Amount, declare and make a distribution (the "Closing Deficiency Dividend") to holders of Cornerstone Common Shares, the record date for which shall be no later than the close of business on the sixth business day prior to the Effective Time of the Merger, in an amount equal to the Deficiency Dividend Amount not satisfied by the preceding clauses (A) and (B) (such amount, the "Closing Dividend Deficiency Amount") (any distributions payable under this clause (C) to holders of Cornerstone Common Shares shall be paid on the third business day immediately preceding the Closing Date, unless otherwise required by the IRS Agreement). For any distribution required by the preceding clause (B), the record date for each distribution with respect to the Cornerstone Common Shares shall be the same date as the record date for the quarterly distribution for the Colonial Common Shares, as provided to Cornerstone by notice not less than twenty (20) days prior to the record date for any quarterly Colonial distribution; provided, however, that if Cornerstone shall have deferred the payment of any regular quarterly distribution pursuant to this paragraph and Colonial shall have made a distribution for the corresponding quarter, then Cornerstone shall be permitted to make the record date for its quarterly distribution described in the preceding clause (B) prior to the record date for the next succeeding Colonial quarterly distribution. The foregoing restrictions shall not apply, however, to the extent a distribution (or an increase in a distribution) by Cornerstone or EOP Colonial is necessary for Cornerstone or EOP, as applicable, Colonial 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. Notwithstanding the foregoing, in the event that any prior dividends or distributions of Cornerstone have been treated as being in satisfaction of the Dividend Deficiency Amount but not as part of the Closing Deficiency Dividend Amount and Cornerstone would be required to pay a dividend or distribution that is described in the preceding sentence, then an amount equal to the lesser of such dividend or distribution described in the preceding sentence or the amount of prior dividends or distributions of Cornerstone that have been treated as being in satisfaction of the Dividend Deficiency Amount shall be treated as a Closing Deficiency Dividend Amount and not as a dividend or distribution within the scope of the preceding sentence.

Declaration of Dividends and Distributions. From and after the date of this Agreement, neither Cornerstone nor EOP Xxxxx, Archstone nor, following the Archstone Merger, New Archstone shall make any dividend or distribution to its respective stockholders or shareholders without the prior written consent of the other party; PROVIDEDprovided, HOWEVERhowever, 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 Archstone Existing Preferred Shares or Cornerstone 7% any series of Xxxxx Preferred Stock, (b) quarterly distribution distributions with respect to the Cornerstone Xxxxx Common Stock of up to $0.24 0.585 per share for the quarter ending March 31June 30, 2000 2001 and up to $0.31 per share each quarter thereafter and (c) quarterly distributions with respect to the EOP Archstone Common Share Shares of up to $0.42 0.41 per share for the quarter ending March 31June 30, 2000 2001 and for each quarter thereafter; PROVIDEDprovided, HOWEVER, except for the record date previously set on January 31, 2000however, the record date for each distribution with respect to the Cornerstone Xxxxx Common Stock shall be the same date as the record date for the quarterly distribution for the EOP Archstone Common Shares, as provided to Cornerstone Xxxxx by notice not less than twenty (20) business days prior to the record date for any quarterly EOP Archstone distribution. From and after the date of this Agreement, Cornerstone Xxxxx Partnership shall not make any distribution to the holders of Cornerstone Xxxxx OP Units except a distribution per Cornerstone Xxxxx OP Unit in the same amount as a dividend per share of Cornerstone Xxxxx Common Stock permitted pursuant to this Section 5.10, with the same record and payment dates as such dividend on the Cornerstone Xxxxx Common Stock. The foregoing restrictions shall not apply, however, to the extent a distribution (or an increase in a distribution) by Cornerstone Xxxxx or EOP Archstone is necessary for Cornerstone Xxxxx or EOPArchstone, as applicablethe case may be, 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, (ii) to Archstone with respect to any Corresponding Archstone Dividend or (iii) to Xxxxx and Xxxxx Partnership with respect to any Xxxxx Dividends and Xxxxx Partnership Distributions.

Declaration of Dividends and Distributions. From and after the date of this Agreement, neither Cornerstone Spieker nor EOP Equity Office shall make any dividend or distribution to its respective stockholders or shareholders without the prior written consent of the other party; PROVIDEDprovided, HOWEVERhowever, 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 Equity Office Existing Preferred Shares or Cornerstone 7% any series of Spieker Preferred Stock, (b) quarterly distribution distributions with respect to the Cornerstone Spieker Common Stock of up to $0.24 0.70 per share for the quarter ending March 31, 2000 2001 and up each quarter thereafter, subject to $0.31 per share thereafter increase as set forth below and (c) quarterly distributions with respect to the EOP Equity Office Common Share Shares of up to $0.42 0.45 per share for the quarter ending March 31, 2000 2001 and for each quarter thereafter; PROVIDEDprovided, HOWEVER, except for the record date previously set on January 31, 2000however, the record date for each distribution with respect to the Cornerstone Spieker Common Stock shall be the same date as the record date for the quarterly distribution for the EOP Equity Office Common Shares, as provided to Cornerstone Spieker by notice not less than twenty (20) business days prior to the record date for any quarterly EOP Equity Office distribution. Within 30 days of the date of this Agreement, Spieker shall prepare and present to Equity Office a financial plan showing in reasonable detail the expected management of its operations, including any asset dispositions, and its estimated taxable income (including allowable deductions attributable to payments required to be made by Spieker prior to the Effective Time under the Spieker special severance policy and allowable deductions attributable to the vesting of restricted stock of Spieker set forth on Schedule 5.8(d) prior to the Effective Time) in a manner that results in no required Final Spieker Dividend in order for Spieker, at the Effective Time of the Merger, to satisfy the requirement of the Section 857(a)(1) for the short taxable year of Spieker ending at such time (and to avoid the payment of any tax with respect to any undistributed income or gain for such year). Such plan shall include the projected required quarterly dividends per share of Spieker Common Stock necessary to ensure that no Final Spieker Dividend is required to be paid, which quarterly dividends shall be not less than $0.70 per share nor result in a “return of capital” per share of Spieker Common Stock that exceeds one percent (1%) of the projected dividends per share. Upon the approval by Equity Office of such plan, which approval shall not be unreasonably withheld, Spieker shall be entitled to increase the quarterly dividend per share of Spieker Common Stock to the amount shown in such plan, as approved by Equity Office. From and after the date of this Agreement, Cornerstone Spieker Partnership shall not make any distribution to the holders of Cornerstone Spieker OP Units except a distribution per Cornerstone Spieker OP Unit in the same amount as a dividend per share of Cornerstone Spieker Common Stock permitted pursuant to this Section 5.10, with the same record and payment dates as such dividend on the Cornerstone Spieker Common Stock. If Spieker increases any quarterly dividend per share of Spieker Common Stock to an amount in excess of $0.70 per share in accordance with this Section 5.10, Equity Office shall be entitled to declare a dividend per share payable to holders of Equity Office Common Shares (and EOP Partnership shall declare a distribution per unit payable to holders of Equity Office OP Units if a dividend has been declared on the Equity Office Common Shares), the record dates for which shall be the close of the business on the last business day prior to the Effective Time, in an amount per Equity Office Common Share and Equity Office OP Unit equal to the quotient obtained by dividing (x) the aggregate amount of quarterly dividends per share of Spieker Common Stock declared or paid by Spieker in excess of $0.70 per share per quarter in accordance with this Section 5.10 by (y) 1.94462 (the “Additional Corresponding Equity Office Dividends and Distributions”). If, and to the extent, the terms of any series of Equity Office Preferred Shares or Equity Office Preferred OP Units require the payment of a dividend or distribution by reason of the payment of the Additional Corresponding Equity Office Dividends and Distributions, Equity Office and EOP Partnership shall declare and pay any such required dividends and distributions. The Additional Corresponding Equity Office Dividends and Distributions (and any dividends payable to holders of Equity Office Preferred Shares and distributions payable to holders of Equity Office Preferred OP Units) shall be paid on the last business day immediately preceding the Closing Date. The foregoing restrictions shall not apply, however, (i) to Equity Office to the extent a distribution (or an increase in a distribution) by Cornerstone or EOP Equity Office is necessary for Cornerstone or EOP, as applicable, Equity Office 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 objectivesobjectives (or to any corresponding distributions or increases in distributions paid by EOP Partnership), (ii) to Equity Office and EOP Partnership with respect to any Corresponding Equity Office Dividends and Distributions, or (iii) to Spieker and Spieker Partnership with respect to any Final Spieker Dividends and Final Spieker Partnership Distributions.