Dividend Shares. Provided this Agreement has not otherwise been terminated or any of Grantee's rights to receive Shares have not been forfeited, Grantee shall be entitled to receive dividend equivalent accruals on the Shares for any cash dividends declared before any Shares are paid under this Agreement. At the end of the Performance Period or at any other time Grantee becomes entitled to receive the payment of Shares hereunder, Grantee shall receive an additional number of Shares ("Dividend Shares") determined as follows: (1) as of each date (the "Dividend Payment Date") that the Company would otherwise pay a declared cash dividend on the total number of Shares set forth in Section 1 if such Shares were outstanding, the Company will credit a number of Dividend Shares to a notional account established for the benefit of Grantee. The number of Dividend Shares so credited will be calculated by dividing the amount of such hypothetical cash dividend payment by the Fair Market Value of the Company's common stock on the Dividend Payment Date (rounded down to the nearest whole Dividend Share); and (2) on the date some or all of the Shares are paid under this Agreement, the total number of Dividend Shares credited to Xxxxxxx's notional account will be converted into an equivalent number of Shares and paid to Grantee.
Dividend Shares. If a dividend is paid on Shares during the period commencing on the Grant Date and ending on the date on which the Shares underlying the PSUs are distributed to the Participant pursuant to Section 3(e), the Participant shall be eligible to receive an amount equal to the dividend that the Participant would have received had the Shares underlying the PSUs been distributed to the Participant as of the time at which such dividend is paid; provided, however, that no such amount shall be payable with respect to any PSUs that are forfeited. Such amount shall be paid to the Participant on the date on which the Shares underlying the PSUs are distributed to the Participant in the same form (cash, Shares or other property) in which such dividend is paid to holders of Shares generally. Any Shares that the Participant is eligible to receive pursuant to this Section 3(b) are referred to herein as “Dividend Shares.”
Dividend Shares. Any cash dividends received in respect of your Shares acquired under this Agreement whilst they are held in your online account will be automatically applied in full in buying additional Shares (and/or fractions thereof) on your behalf (“Dividend Shares”) unless: o the reinvestment of dividends is not permitted by law in which case, unless Micro Focus in its absolute discretion determines that any dividends received shall be paid to you in cash, in line with section 9 below it is your sole responsibility to ensure that your Shares are removed from your SPA prior to payment of any dividends in order 2 Under rule 11.4 of the ESPP rules, the Committee may determine that your right to acquire Shares will instead be actioned automatically at the end of the normal Offer Period (i.e. you will not be able to acquire Shares early). If the Committee exercises this discretion, you will be notified at the time. to avoid such automatic reinvestment and allow for any required repatriation of dividend payments in line with local laws and regulations; or o Micro Focus in its absolute discretion determines otherwise, in which case any dividends received shall be paid to you in cash. • Your Dividend Shares will be held in the online account until you ask for them to be sold or transferred to you or your nominee.
Dividend Shares. Simultaneously with the Closing, the Company shall issue to each Carlyle entity the number of Dividend Shares set forth opposite the name of each Carlyle entity on Exhibit B attached hereto in payment of accrued and unpaid dividends on the shares of Series B Stock held by each of them to and including the date of this Agreement. At Closing, the Company will deliver to Carlyle evidence reasonably satisfactory to Carlyle that certificates representing the number of Dividend Shares issued to each Carlyle entity will be delivered to each Carlyle entity no later than two Business Days following the Closing Date. The Company covenants that the Dividend Shares when issued will be duly authorized, validly issued, fully paid and non-assessable and will be free and clear of all liens, security interests, pledges, hypothecation and other encumbrances.
Dividend Shares. If issued, all Dividend Shares will be duly authorized by the Company and, when issued and delivered to the Investor against full payment for the Dividend Shares in accordance with the terms of this Agreement and registered with the Transfer Agent, the Dividend Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company Organizational Documents or under the DGCL.
Dividend Shares. Any cash dividends received in respect of your Shares acquired under this Agreement whilst they are held in your online account will be automatically applied in full in buying additional Shares (and/or fractions thereof) on your behalf (“Dividend Shares”) (unless the reinvestment of dividends is not permitted by law or Micro Focus in its absolute discretion determines otherwise, in which case any dividends received shall be paid to you in cash).
Dividend Shares. Any cash dividends received in respect of your Shares acquired under this Agreement whilst they are held in your SPA will be automatically applied in full in buying additional Shares (and/or fractions thereof) on your behalf (“Dividend Shares”) (unless the reinvestment of dividends is not permitted by law or Micro Focus in its absolute discretion determines otherwise, in which case any dividends received shall be paid to you in cash). Your Dividend Shares will be held in the SPA until you ask for them to be sold or transferred to you or your nominee.
Dividend Shares. Any dividends accrued on the Preferred Stock after January 15, 2006 and on or before January 14, 2009 shall when declared be payable, at the option of the Company, either in cash at the Dividend Rate per share of Preferred Stock on the stated value of $100, or by issuing Dividend Shares having an aggregate stated value equal to the Dividend Rate per share of Preferred Stock on the stated value of $100.
Dividend Shares. The Shares issued as dividends on outstanding Shares --------------- or Dividend Shares, as the case may be. DTC: See Section 5(i). ---
Dividend Shares. 15 Section 5.05
