Distribution Principles. (a) Subject to Section 3(3)(b) below, the BOD shall, having regard to the factors enumerated below, estimate the funds arising in the ordinary course of the Company’s operations during the relevant fiscal year which will be surplus to the Company’s reasonable requirements and therefore available for distribution to Shareholders (“Available Distributable Funds”). In determining Available Distributable Funds, the BOD shall have regard to the Company’s future growth requirements, special opportunities, existing and projected debt service and working capital requirements, the then anticipated methods of financing the foregoing and such other factors as the BOD may consider appropriate under the circumstances. In particular, the BOD may establish an appropriate reserve to fund payment of indebtedness, capital expenditure commitments and other known liabilities and obligations falling due after the fiscal year in question. Available Distributable Funds shall be distributed to the Shareholders at such times as determined by the BOD and by way of dividends or in such other manner as the BOD may determine. The BOD may at any time revise its estimate of Available Distributable Funds for a particular fiscal year and if the BOD is at any time unable to agree on estimated Available Distributable Funds, the BOD shall refer the matters in dispute to the Company’s external accountants or auditors, as the case may be, for determination, which shall be binding on all Parties until such time as the 13 BOD or the Company’s external accountants or auditors, as the case may be, make a further determination of Available Distributable Funds as contemplated herein. (b) Notwithstanding Section 3(3)(b), no dividends shall be declared or paid by the Company until after September 30, 2019 unless otherwise unanimously agreed by all of the members of the BOD.
Appears in 1 contract
Sources: Unanimous Shareholder Agreement
Distribution Principles. (a) Subject to Section 3(3)(b) below, the BOD shall, having regard to the factors enumerated below, estimate the funds arising in the ordinary course of the Company’s operations during the relevant fiscal year which will be surplus to the Company’s reasonable requirements and therefore available for distribution to Shareholders (“Available Distributable Funds”). In determining Available Distributable Funds, the BOD shall have regard to the Company’s future growth requirements, special opportunities, existing and projected debt service and working capital requirements, the then anticipated methods of financing the foregoing and such other factors as the BOD may consider appropriate under the circumstances. In particular, the BOD may establish an appropriate reserve to fund payment of indebtedness, capital expenditure commitments and other known liabilities and obligations falling due after the fiscal year in question. Available Distributable Funds shall be distributed to the Shareholders at such times as determined by the BOD and by way of dividends or in such other manner as the BOD may determine. The BOD may at any time revise its estimate of Available Distributable Funds for a particular fiscal year and if the BOD is at any time unable to agree on estimated Available Distributable Funds, the BOD shall refer the matters in dispute to the Company’s external accountants or auditors, as the case may be, for determination, which shall be binding on all Parties until such time as the 13 BOD or the Company’s external accountants or auditors, as the case may be, make a further determination of Available Distributable Funds as contemplated herein.
(b) Notwithstanding Section 3(3)(b), no dividends shall be declared or paid by the Company until after September 30, 2019 unless otherwise unanimously agreed by all of the members of the BOD.
Appears in 1 contract
Distribution Principles. (a) Subject to Section 3(3)(b) below, the BOD shall, having regard to the factors enumerated below, estimate the funds arising in the ordinary course of the Company’s 's operations during the relevant fiscal year which will be surplus to the Company’s 's reasonable requirements and therefore available for distribution to Shareholders (“"Available Distributable Funds”"). In determining Available Distributable Funds, the BOD shall have regard to the Company’s 's future growth requirements, special opportunities, existing and projected debt service and working capital requirements, the then anticipated methods of financing the foregoing and such other factors as the BOD may consider appropriate under the circumstances. In particular, the BOD may establish an appropriate reserve to fund payment of indebtedness, capital expenditure commitments and other known liabilities and obligations falling due after the fiscal year in question. Available Distributable Funds shall be distributed to the Shareholders at such times as determined by the BOD and by way of dividends or in such other manner as the BOD may determine. The BOD may at any time revise its estimate of Available Distributable Funds for a particular fiscal year and if the BOD is at any time unable to agree on estimated Available Distributable Funds, the BOD shall refer the matters in dispute to the Company’s 's external accountants or auditors, as the case may be, for determination, which shall be binding on all Parties until such time as the 13 BOD or the Company’s 's external accountants or auditors, as the case may be, make a further determination of Available Distributable Funds as contemplated herein.
(b) Notwithstanding Section 3(3)(b), no dividends shall be declared or paid by the Company until after September 30, 2019 unless otherwise unanimously agreed by all of the members of the BOD.
Appears in 1 contract