Dividends, Etc Clause Samples

Dividends, Etc. The undersigned shall be entitled to (i) receive any and all dividends or other distributions paid with respect to those Shares of which he is the record owner on the record date for such dividend or other distribution, and (ii) vote any Shares of which he is the record owner on the record date for such vote; provided, however, that any property (other than cash) distributed with respect to a share of Stock (the “associated share”) acquired hereunder, including without limitation a distribution of Stock by reason of a stock dividend, stock split or otherwise, or a distribution of other securities with respect to an associated share, shall be subject to the restrictions of this Agreement in the same manner and for so long as the associated share remains subject to such restrictions, and shall be promptly forfeited if and when the associated share is so forfeited; and further provided, that the Administrator may require that any cash distribution with respect to the Shares other than a normal cash dividend be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan. References in this Agreement to the Shares shall refer, mutatis mutandis, to any such restricted amounts.

Dividends, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of the Borrower or any such Subsidiary, as the case may be) or return any capital to, its stockholders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares), or set aside any funds for any of the foregoing purposes, and the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any shares of any class of the capital stock of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock) (all of the foregoing "Dividends"), except that: (i) the Borrower may purchase, redeem or otherwise acquire shares of its common stock or warrants or options to acquire any such shares with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock; (ii) any Subsidiary of the Borrower may pay Dividends to the Borrower or any Wholly-Owned Subsidiary of the Borrower; (iii) the Borrower may declare or pay cash dividends to its stockholders and purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash solely out of 25% of Net Income of the Borrower and its Subsidiaries arising after March 27, 1999 and computed on a cumulative consolidated basis, provided, that, immediately after giving effect to such proposed action, no Default or Event of Default would exist; and (iv) Vanstar Financing Trust may declare and pay regularly accruing cash dividends on the Trust Preferred Securities in accordance with the terms thereof in an amount not to exceed $9,000,000 in any fiscal year.

Dividends, Etc. (a) Notwithstanding any other provisions of this Agreement, no dividends or other distributions declared after the Effective Time on Newco Class A Common Stock shall be paid with respect to any shares of ▇▇▇▇▇▇▇ Common Stock, until a certificate representing such shares of ▇▇▇▇▇▇▇ Common Stock (a "▇▇▇▇▇▇▇ Certificate") is surrendered for exchange as provided herein. Subject to the effect of applicable laws, following surrender of any such ▇▇▇▇▇▇▇ Certificate, there shall be paid to the holder of the Newco Class A Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to such whole shares of Newco Class A Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Newco Class A Common Stock, less the amount of any withholding taxes which may be required thereon. (b) At or after the Effective Time, there shall be no transfers on the stock transfer books of ▇▇▇▇▇▇▇ of the shares of ▇▇▇▇▇▇▇ Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates representing any such shares are presented to the surviving corporation of Merger A or Newco, they shall be cancelled and exchanged for certificates for the consideration, if any, deliverable in respect thereof pursuant to this Agreement and the Merger A Agreement in accordance with the procedures set forth in this Article II. ▇▇▇▇▇▇▇ Certificates surrendered for exchange by any person constituting an Affiliate of ▇▇▇▇▇▇▇, shall not be exchanged until Newco has received an Affiliate Letter from such Person substantially in the form of Exhibit G. (c) None of ▇▇▇▇▇▇▇, Newco, the surviving corporation of Merger A or any other Person shall be liable to any former holder of shares of ▇▇▇▇▇▇▇ Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) In the event that any ▇▇▇▇▇▇▇ Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such ▇▇▇▇▇▇▇ Certificate to be lost, stolen ...

Dividends, Etc. (i) Make, declare, pay or set aside for payment any dividend on or in respect of, or declare or make any distribution on any shares of stock or (ii) directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock.

Dividends, Etc. Except for dividends payable to the Parent, the Company shall not declare or pay any dividend of any kind, in cash or in property, on any class of its capital stock, nor purchase, redeem, retire or otherwise acquire for value any shares of such stock, nor make any distribution of any kind in respect thereof, nor make any return of capital to shareholders, nor make any payments in respect of any pension, profit sharing, retirement, stock option, stock bonus, incentive compensation or similar plan (except as required or permitted hereunder), without the prior written consent of the Secured Party, which consent shall not be unreasonably withheld.

Dividends, Etc. The Company will not, and will not permit any of its Subsidiaries to, declare or pay any dividends or return any capital to, its shareholders or members or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any of its equity interest now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interests), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest of the Company or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interest) (all of the foregoing, "Dividends"), except that (i) any Subsidiary of a Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a Borrower or (y) a Subsidiary of a Borrower; (ii) the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operation...

Dividends, Etc. Any cash dividends or other property (but not including securities) received by a Participant with respect to a share of Restricted Stock shall not vest until the underlying share of Restricted Stock vests, and, if the Committee or the Board of Directors so elects in their sole discretion, shall be held by the Company or such other custodian as may be designated by the Company until such dividends or other property vest. Any such cash dividends or other property shall be forfeited and returned to the Company in the event the underlying share of Restricted Stock is forfeited, subject to Section 2.7(f) of the Plan. Any securities received by a Participant with respect to a share of Restricted Stock as a result of any dividend, recapitalization, merger, consolidation, combination, exchange of shares or otherwise will not vest until such share of Restricted Stock vests and shall be forfeited if such share of Restricted Stock is forfeited, subject to Section 2.7(f) of the Plan. Unless the Committee otherwise determines, such securities shall bear the legend or be subject to the electronic coding or stop order set forth in Section 7(a) hereof.

Dividends, Etc. Any cash dividends or other property (but not including securities) received by a Participant with respect to a share of Restricted Stock shall be returned to the Company in the event such share of Restricted Stock is forfeited, subject to Section 2.7(e) of the Plan. Any securities received by a Participant with respect to a share of Restricted Stock as a result of any dividend, recapitalization, merger, consolidation, combination, exchange of shares or otherwise will not vest until such share of Restricted Stock vests and shall be forfeited if such share of Restricted Stock is forfeited, subject to Section 2.7(e) of the Plan. Unless the Board of Directors otherwise determines, such securities shall bear the legend or be subject to the electronic coding or stop order set forth in Section 7(a) hereof.

Dividends, Etc. If the Company (i) declares a dividend or makes a distribution on Common Stock in shares of Common Stock or (ii) subdivides or reclassifies outstanding shares of Common Stock into a greater number of shares of Common Stock or (iii) combines or reclassifies outstanding shares of Common Stock into a smaller number of shares of Common Stock, then the number of shares of Grantee's Common Stock subject to the transfer restrictions in this Agreement shall be proportionally increased or reduced as to prevent enlargement or dilution of Grantee's rights and duties hereunder. The determination of the Company's Board of Directors regarding such adjustment should be final and binding.