Dividends. (a) Holders of shares of Series D Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four. (b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock. (c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.
Appears in 5 contracts
Sources: Stock Purchase Agreement (Thermoview Industries Inc), Merger Agreement (Thermoview Industries Inc), Stock Purchase Agreement (Thermoview Industries Inc)
Dividends. (a) Holders of shares of Series D Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu PARI PASSU with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.
Appears in 5 contracts
Sources: Stock Purchase Agreement (Thermoview Industries Inc), Stock Purchase Agreement (Thermoview Industries Inc), Merger Agreement (Thermoview Industries Inc)
Dividends. (aA) Holders The holders of shares of the Series D A Preferred Stock will be are entitled to receive, when, as and if declared authorized by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. (or any successor lender theretoa duly authorized committee thereof), out of funds of the Company Corporation legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdividends, cumulative cash preferential dividends at the rate of the Yield, payable only in additional shares of Series A Preferred Stock; provided, that (i) in the event of a Breach other than a Breach due to a failure to redeem Series A Preferred Stock in accordance with Section 9 (Optional Redemption by Holders), the dividend rate of the Series A Preferred Stock shall increase by an increment of 2% per annum (such increment payable solely in U.S. dollars), which amount shall compound quarterly and accrue on a daily basis during the period starting from the date of $0.60 per share occurrence through and including the date that the Breach is cured or (ii) in the event of a Breach due to a failure to redeem Series A Preferred Stock in accordance with Section 9 (Optional Redemption by Holders), the holders of such remaining unredeemed shares of Series D A Preferred StockStock shall be entitled to the Additional Payment. Dividends For the avoidance of doubt, the holders of the Series A Preferred Stock shall be entitled only to a single 2% per annum dividend rate increase during the continuance of any one or more Breaches subject to clause (i) and the holders of the Series A Preferred Stock whose shares of Series A Preferred Stock were to be redeemed on the Redemption Date, but were not, shall be entitled to only a single Additional Payment during the continuance of a Breach subject to clause (ii).
(B) To the extent that dividends on the Series D A Preferred Stock will have not been declared and paid, such dividends shall be cumulative and compound quarterly at the Yield from the most recent date to which dividends have been paid, or if no dividends have been paid, from the Issue Date and shall be payable quarterly in arrears on the last calendar day of AprilJanuary 15, JulyApril 15, July 15 and October and January 15 of each yearyear or, if any such date is not a Business Day, the next succeeding Business Day commencing July 31[ ], 2000 201[ ] (and each, a “Dividend Payment Date”) in the case form of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D A Preferred Stock will not bear interestStock, as calculated based on the Liquidation Preference (other than amounts in respect of Breaches as described in Section 5(A), which shall be paid in U.S. dollars). Dividends Any dividend payable on the Series D A Preferred Stock for any period greater or less than a full partial dividend period will be computed on the basis of actual daysa 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of the Series A Preferred Stock as they appear in the stock records of the Corporation at the close of business on the Series D Preferred Stock for each full dividend period will applicable record date, which shall be computed the date set by dividing the annual dividend rate by fourBoard or, if not set, the last day of the calendar month immediately preceding the applicable Dividend Payment Date (each, a “Dividend Record Date”).
(bC) Except as provided in No dividends on shares of the next sentence, no dividend will Series A Preferred Stock shall be authorized by the Board or declared by the Corporation or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient set apart for payment set aside on by the Series D Preferred Stock for all prior dividend periods. If accrued Corporation if such declaration or payment would be prohibited by law.
(D) Notwithstanding the foregoing Section 5(C), dividends on the Series D A Preferred Stock will accrue daily whether or not the Corporation has earnings, whether or not there are funds legally available for all prior periods have the payment of such dividends and whether or not been paid in full, then any such dividends are declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and or set aside. Accrued but unpaid dividends on the Series D A Preferred Stock will not bear interest and holders of the Series A Preferred Stock will not be entitled to any dividends in excess of the full cumulative and compounded dividends described above. Any dividend payment made on the Series A Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to such Parity Stockshares that remains payable.
(cE) So long If, for any taxable year, the Corporation elects to designate as “capital gain dividends” (as defined in Section 857 of the shares Internal Revenue Code of 1986, as amended (the “Code”)) any portion (the “Capital Gains Amount”) of the dividends (as determined for federal income tax purposes) paid or made available for the year to holders of all classes of stock (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocable to the holders of the Series D A Preferred Stock shall be outstanding, unless the amount that the total dividends (ias determined for federal income tax purposes) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares made available to the holders of the Series D A Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect year bears to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or Total Dividends. The Corporation will make a similar allocation for each taxable year with respect to any sinking undistributed long-term capital gains of the Corporation that are to be included in its stockholders’ long-term capital gains, based on the allocation of the Capital Gains Amount that would have resulted if such undistributed long-term capital gains had been distributed as “capital gains dividends” by the Corporation to its stockholders.
(F) No dividends or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, distributions (other than (x) Junior Stock which is neither convertible into, nor exchangeable a dividend or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends distribution payable solely in shares of Junior Stock or cash in lieu of fractional shares) will be declared, made or paid or set apart for payment on any Junior Stock, nor may any Junior Stock be redeemed, purchased or in options, warrants on rights otherwise acquired for any consideration (other than repurchases pursuant to holders binding contractual commitments of Junior Stock to subscribe held by employees, directors or consultants upon termination of their employment or services) by the Corporation or on its behalf (except by conversion of shares of the Series A Preferred Stock into or exchange for or purchase any shares of Junior Stock) unless dividends are simultaneously declared on the Series A Preferred Stock, and full Accrued Dividends and Accumulated Dividends have been or contemporaneously are declared and paid, or declared and a sum sufficient for the payment thereof is set apart for such payment on the Series A Preferred Stock for all dividend periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition; provided, that the foregoing restriction will not limit the acquisition of shares of Common Stock or the declaration or payment of cash dividends on Common Stock solely to the extent necessary to preserve the Corporation’s qualification as a REIT.
(G) The holders of the Series A Preferred Stock at the close of business on a Dividend Record Date shall be entitled to receive the dividend payment on those shares on the corresponding Dividend Payment Date notwithstanding the conversion of such shares following that Dividend Record Date or the Corporation’s default in payment of the dividend due on that Dividend Payment Date. A holder of Series A Preferred Stock on a Dividend Record Date that surrenders (or whose transferee surrenders) any shares for conversion on the corresponding Dividend Payment Date shall receive the dividend payable by the Corporation on the Series A Preferred Stock on that date, and the converting holder need not include payment in the amount of such dividend upon surrender of shares of the Series A Preferred Stock for conversion.
Appears in 5 contracts
Sources: Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp), Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp), Restructuring Support and Forbearance Agreement (CAESARS ENTERTAINMENT Corp)
Dividends. a. The holders of record on the Series B Dividend Record Date (aas defined below) Holders of shares of the outstanding Series D B Preferred Stock will shall be entitled to receive, whenreceive dividends, as and if when declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject therefor. Record holders of Series B Preferred Stock on a Series B Dividend Record Date shall be entitled to the prior and superior rights one dividend-in-kind payable each year in additional shares of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends Series B Preferred Stock at the rate of six percent (6%) per annum annum, resulting in the holder of $0.60 per each share of Series D B Preferred receiving a dividend of 0.06 additional shares of Series B Preferred Stock with respect to each share of Series B Preferred Stock. Each such dividend shall be payable on or about each January 15 (a "Series B Dividend-in-Kind Payment Date") (or if such date is not a business day, the dividends due on such Series B Dividend-in-Kind Payment Date shall be paid on the next succeeding business day) beginning on January 15, 2001. Such dividends shall be cumulative and shall accrue on each share of Series B Preferred Stock from the date of such share's issuance; provided, however, that dividends shall cease to accrue on a share of Series B Preferred Stock following such share's redemption or conversion, as the case may be. Dividends on the Series D B Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will shall be payable to holders of record as they appear on the stock records register of the Company at the close of business Corporation on such record datesdate, not less than 15 nor more than 60 days nor less than 10 days preceding the a dividend payment dates thereofdate (including a Series B Dividend-in-Kind Payment Date), as shall be fixed by the Board of Directors (a "Series B Dividend Record Date"). Except in the case of the Company. Dividends will a redemption under Section 4 or mandatory conversion under Section 6(c), below (in which case dividends shall accrue from and be paid through the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateevent), whether or not in any dividend period or periods there no dividends shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D B Preferred Stock for any period greater partial dividend period.
b. Subject to any rights of Senior Securities, no dividends or less than other distributions shall be made with respect to the Common Stock unless at the same time a full dividend period will be computed on the basis or distribution is paid with respect to all outstanding shares of actual days. Dividends payable on the Series D B Preferred Stock for each full dividend period will be computed by dividing in an amount equal to the annual dividend rate by four.
(b) Except amount paid with respect to a share of Common Stock as provided in though the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares holders of the Series D B Preferred Stock were the holders of the number of shares of Common Stock of the Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the determination of the holders of Common Stock of the Corporation entitled to receive such distribution.
c. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, subject to any rights of Senior Securities, in each such case the holders of the Series B Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares entitled to a proportionate share of any such distribution as though the holders of the Series D B Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for were the payment holders of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any number of shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, Corporation into which their respective shares of Series B Preferred Stock are convertible as of the record date fixed for the purpose of any employee incentive or benefit plan determination of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Common Stock of the Corporation entitled to subscribe for or purchase any Junior Stockreceive such distribution.
Appears in 5 contracts
Sources: Standby Agreement (Tannebaum Theodore), Standby Agreement (Scott Timothy PHD), Standby Agreement (Photogen Technologies Inc)
Dividends. (a) Holders Subject to the preferential rights of the holders of Senior Stock with respect to priority of dividend payments, holders of shares of the Series D A Preferred Stock will be are entitled to receive, when, when and as authorized by the Board and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company legally available for paymentthe payment of dividends, subject to preferential cumulative cash dividends. From the prior and superior rights date of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, original issue of the Series A Preferred Stock (or the date of issue of any Series A Preferred Stock issued after such original issue date) the Corporation shall pay cumulative cash dividends on the Series A Preferred Stock at the rate of 7.00% per annum of the $0.60 25.00 liquidation preference per share (equivalent to a fixed annual amount of Series D Preferred Stock$1.75 per share) (the “Rate”). Dividends on the Series D A Preferred Stock will shall accrue and be cumulative from (and including) the date of original issue or the end of the most recent Dividend Period (as defined below) for which dividends on the Series A Preferred Stock have been paid and shall be payable quarterly in arrears on January 5, April 5, July 5 and October 5 of each year or, if such date is not a Business Day, on the last calendar next succeeding Business Day, with the same force and effect as if paid on such date (each, a “Dividend Payment Date”). A “Dividend Period” is the respective period commencing on and including January 1, April 1, July 1 and October 1 of each year and ending on and including the day preceding the first day of April, July, October the next succeeding Dividend Period (other than the initial Dividend Period and January the Dividend Period during which any shares of each year, commencing July 31, 2000 (and in Series A Preferred Stock shall be redeemed or otherwise acquired by the case of any accumulated and unpaid dividends not paid Corporation). Any dividend payable on the corresponding dividend payment date, at such additional times and Series A Preferred Stock for such interim periods, if any, as determined by any Dividend Period will be computed on the Board basis of Directors)a 360-day year consisting of twelve 30-day months. Each such dividend Dividends will be payable to holders of record of the Series A Preferred Stock as they appear on in the stock records of the Company Corporation at the close of business on such record dates, not more than 60 days nor less than 10 days the 25th day of the month preceding the payment dates thereofapplicable Dividend Payment Date, as i.e., December 25, March 25, June 25 and September 25 (each, a “Dividend Record Date”).
(b) No dividends on shares of Series A Preferred Stock shall be fixed authorized by the Board or declared by the Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions of Directors any agreement of the Company. Dividends Corporation, including any agreement relating to its indebtedness, prohibits such authorization, declaration, payment or setting apart for payment or provides that such authorization, declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization, declaration, payment or setting apart for payment shall be restricted or prohibited by law.
(c) Notwithstanding the foregoing Section 3(b), dividends on the Series A Preferred Stock will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods the Corporation has earnings, whether there shall be are funds of the Company legally available for the payment of such dividendsdividends and whether or not such dividends are authorized by the Board or declared by the Corporation. Accumulations No interest, or sum of dividends on shares money in lieu of Series D Preferred Stock interest, will not bear interest. Dividends be payable in respect of any dividend payment or payments on the Series D A Preferred Stock which may be in arrears. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Stock and the shares of any period greater class or less than a full dividend period will series of Parity Preferred Stock, all dividends declared upon the Series A Preferred Stock and any class or series of Parity Preferred Stock shall be computed on declared pro rata so that the basis amount of actual days. Dividends payable dividends declared per share of Series A Preferred Stock and such class or series of Parity Preferred Stock shall in all cases bear to each other the same ratio that accumulated dividends per share on the Series D A Preferred Stock and such class or series of Parity Preferred Stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such Parity Preferred Stock does not have a cumulative dividend) bear to each full dividend period will be computed by dividing the annual dividend rate by fourother.
(bd) Except as provided in the next sentenceimmediately preceding paragraph, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends on the Series A Preferred Stock have been or contemporaneously are declared and paid in cash or are contemporaneously declared and funds a sum sufficient for the payment thereof is set aside on the Series D Preferred Stock apart for payment for all prior past Dividend Periods that have ended, no dividends (other than a dividend periods. If accrued dividends on the Series D Preferred in shares of Junior Stock or in options, warrants or rights to subscribe for all prior periods have not been paid in full, then or purchase any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will such shares of Junior Stock) shall be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of nor shall any other distribution be declared and made upon the Series D Junior Stock or the Parity Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, nor shall any shares of Junior Stock or make Parity Preferred Stock be redeemed, purchased or otherwise acquired for any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than consideration (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary moneys be paid to or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, available for a sinking fund for the purpose redemption of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on or Parity Preferred Stock) by the Corporation (except (i) by conversion into or exchange for Junior Stock, (ii) the purchase of shares of Series A Preferred Stock, Junior Stock or in options, warrants Parity Preferred Stock pursuant to the Charter to the extent necessary to preserve the Corporation’s qualification as a REIT or (iii) the purchase of shares of Parity Preferred Stock pursuant to a purchase or exchange offer made on rights the same terms to holders of Junior all outstanding shares of Series A Preferred Stock). Holders of shares of the Series A Preferred Stock shall not be entitled to subscribe for any dividend, whether payable in cash, property or purchase any Junior Stockstock, in excess of full cumulative dividends on the Series A Preferred Stock as provided above. Any dividend payment made on shares of the Series A Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. Accrued but unpaid dividends on the Series A Preferred Stock will accrue as of the Dividend Payment Date on which they first become payable.
Appears in 5 contracts
Sources: Subscription Agreement (HG Holdings, Inc.), Subscription Agreement (HG Holdings, Inc.), Subscription Agreement (HG Holdings, Inc.)
Dividends. (a1) Holders of shares of Series D A Preferred Stock will shall be entitled to receive, on each share of Series A Preferred Stock, out of funds legally available for the payment of dividends under Delaware law, cumulative cash dividends with respect to each Dividend Period (as defined below) at a per annum rate of 6% (as such may be adjusted pursuant to this Section 2(1), the “Dividend Rate”) on (i) the Liquidation Preference per share and (ii) to the extent unpaid on the Dividend Payment Date (as defined below), the amount of any accrued and unpaid dividends, if any, on such share of Series A Preferred Stock; provided that if, on any Dividend Payment Date, the Corporation shall not have paid in cash the full amount of any dividend required to be paid on such share (such amount being “Unpaid Dividends”) on such Dividend Payment Date pursuant to this Section 2(1), then from such Dividend Payment Date, the Dividend Rate shall automatically be at a per annum rate of 8% for such share until the date on which all Unpaid Dividends have been declared and paid in full in cash. Dividends shall begin to accrue and be cumulative from the Issue Date (whether or not declared), shall compound on each Dividend Payment Date, and shall be payable in arrears (as provided below in this Section 2(1)), but only when, as and if declared by the Board of Directors (or a duly authorized committee of the Company Board) on each March 1, June 1, September 1 and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity StockDecember 1, and in preference to Junior Stockeach Mandatory Conversion Date, cumulative cash Redemption Date and Liquidation Date (each, a “Dividend Payment Date”); provided that if any such Dividend Payment Date would otherwise occur on a day that is not a Business Day, such Dividend Payment Date shall instead be (and any dividend payable on Series A Preferred Stock on such Dividend Payment Date shall instead be payable on) the immediately succeeding Business Day with no additional dividends at the rate per annum payable as a result of $0.60 per share of Series D Preferred Stocksuch payment being made on such succeeding Business Day. Dividends that are payable on the Series D A Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend Dividend Payment Date will be payable to holders of record of Series A Preferred Stock as they appear on the stock records register of the Company at Corporation on the close applicable record date, which shall be the fifteenth (15th) calendar day before such Dividend Payment Date (as originally scheduled) or such other record date fixed by the Board (or a duly authorized committee of business on such record dates, the Board) that is not more than 60 days nor less than 10 days preceding the payment dates thereofprior to such Dividend Payment Date (each, as a “Dividend Record Date”). Any such day that is a Dividend Record Date shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, a Dividend Record Date whether or not in any such day is a Business Day. Each dividend period or periods there (a “Dividend Period”) shall be funds of commence on and include the Company legally available for calendar day immediately following a Dividend Payment Date (other than the payment of such dividends. Accumulations of dividends initial Dividend Period, which shall commence on shares of Series D Preferred Stock will not bear interestand include the Issue Date) and shall end on and include the next Dividend Payment Date. Dividends payable in respect of a Dividend Period shall be payable in arrears on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourfirst Dividend Payment Date after such Dividend Period.
(b2) Except as provided in the next sentenceThe Corporation (including its subsidiaries) shall not declare, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid pay or set apart funds for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase dividends or other mandatory retirement of, or distributions with respect to any sinking Junior Stock of the Corporation or repurchase, redeem or otherwise acquire, or set apart funds for repurchase, redemption or other analogous fund foracquisition of, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any guarantee payment with respect thereto, unless all accrued but unpaid dividends on account ofthe Series A Preferred Stock for all Dividend Periods through and including the date of such declaration, or set apart money forpayment, the purchaserepurchase, redemption or acquisition (including, if applicable as provided in Section 2(1) above, dividends on such amount) have been declared and paid in full in cash (or declared and a sum sufficient for the payment thereof set apart for such payment). Without limitation of the foregoing, any such dividend or other retirement ofdistributions on the Junior Stock shall be subject to Section 2(3).
(3) In the event that any dividend is declared and paid on, or for a sinking or other analogous fund forany distribution is made with respect to, any Junior Stock (including, without limitation, in connection with a recapitalization of the Corporation), the Series A Preferred Stock shall share proportionately with such Junior Stock in any such dividend or distribution, (a) if such Junior Stock is Common Stock or is convertible into Common Stock, in accordance with the number of shares of Junior Common Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock issuable upon conversion of the Company, other than (x) Junior Series A Preferred Stock which is neither convertible into, nor exchangeable or exercisable for, any securities calculated as of the Company other than Junior Stockrecord date for such dividend or distribution, or (yb) if such Junior Stock is not Common Stock acquired or convertible into Common Stock, in such manner and at such time as the Board may determine in good faith to be equitable in the circumstances.
(4) Any reference to “dividends” or “distributions” in this Section 2 shall not be deemed to include any distribution made in connection with the cashless exercise any voluntary of options under employee incentive involuntary dissolution, liquidation or benefit plans winding up of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockCorporation.
Appears in 4 contracts
Sources: Securities Purchase Agreement (Colfax CORP), Securities Purchase Agreement (Colfax CORP), Securities Purchase Agreement (Colfax CORP)
Dividends. (a) Holders So long as any shares of the Series B Preferred Stock remain outstanding, if the Company declares any dividend or distribution of cash, securities (including rights, warrants, options or evidences of indebtedness) or properties or assets other than shares of Common Stock to be paid from time to time out of any assets legally available for such payment (to the extent dividends or distributions consist of shares of Common Stock an adjustment will be made pursuant to Section 6(a) hereof), then the Company shall simultaneously declare a dividend or distribution on shares of Series D B Preferred Stock will in the amount of dividends or distributions that would be entitled made with respect to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share shares of Series D B Preferred Stock. Dividends Stock if such shares were converted into shares of Common Stock on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day record date for such dividend or distribution (regardless of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends whether or not paid on the corresponding dividend payment date, actual conversion at such additional times and for such interim periods, if any, as determined by the Board of Directorstime would be permissible under Section 4 hereof). Each such No dividend will or distribution shall be payable to holders of record shares of Common Stock unless the full dividends or distributions contemplated by this Section are paid at the same time in respect of the Series B Preferred Stock.
(a) Each dividend or distribution shall be payable to holders of the Series B Preferred Stock as they appear on in the stock records of the Company at the close of business on such the same record dates, not more than 60 days nor less than 10 days preceding date as the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the record date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations the corresponding dividend or distribution to the holders of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourCommon Stock.
(b) Except as provided Dividends on the Series B Preferred Stock are non-cumulative. If the Company does not declare a dividend on the Common Stock or the Series B Preferred Stock in respect of any period, the next sentenceholders of the Series B Preferred Stock shall have no right to receive any dividend for such dividend period, and the Company shall have no obligation to pay a dividend will be declared for such dividend period, whether or paid on any Parity Stock unless full cumulative not dividends have been are declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current future dividend period with respect to the Series D B Preferred Stock and or the Common Stock or any Parity other series of the Company’s preferred stock.
(c) If the Conversion Date (as defined below) with respect to any of the shares of Series B Preferred Stock and occurs prior to the record date for the payment of any dividend or distribution on the Common Stock, the holder of such shares of Series B Preferred Stock to be converted shall not have the right to receive any corresponding dividends or distributions on the Series B Preferred Stock (iii) but for the Company avoidance of doubt the holder thereof shall receive that dividend or distribution payable to holders of Common Stock on the relevant payment date if such holder is not in default the holder of record of shares of Common Stock on the record date for that dividend or in arrears distribution). If the Conversion Date with respect to the mandatory shares of Series B Preferred Stock occurs after the record date for any declared dividend or optional redemption distribution and prior to the payment date for that dividend or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund fordistribution, the Series D Preferred Stock holder thereof shall receive that dividend or any Parity Stock, distribution on the Company may not declare any dividends on any Junior Stock, or make any relevant payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition date if such holder of Common Stock made in was the ordinary course holder of business, which has been approved by the Board record of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Series B Preferred Stock on Junior Stock, the record date for that dividend or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockdistribution.
Appears in 4 contracts
Sources: Lowcal Agreements (Cellteck Inc.), Series B Convertible Preferred Stock Purchase Agreement (Cellteck Inc.), Series B Convertible Preferred Stock Purchase Agreement (Cellteck Inc.)
Dividends. (a) Holders of shares Each Holder of Series D C Preferred Stock will shall be entitled to receive, when, receive such dividends as and if may be declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject from time to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined time by the Board of Directors). Each such dividend will be payable to holders , out of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividendstherefor. Accumulations of All dividends on declared with respect to shares of Series D C Preferred Stock will not bear interest. Dividends payable on pursuant to this paragraph C(3)(a) shall be paid pro rata to the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourHolders entitled thereto.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the The Holders of Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D C Preferred Stock shall be outstandingentitled to receive the dividends provided for in paragraph C(3)(a) hereof in preference to and in priority over any dividends upon any of the Series C Junior Securities, unless (i) so that if at any time full cumulative Accumulated Dividends on shares of Series C Preferred Stock then outstanding have been declared but not paid or set aside for payment, the amount of such unpaid dividends shall have been be paid before any sum shall be set aside for or applied by the Corporation to the purchase, redemption or other acquisition for value of any shares of Series C Junior Securities (either pursuant to any applicable sinking fund requirement or otherwise) or any dividend or other distribution shall be paid or declared and set apart for payment on all outstanding any Series C Junior Securities (the date of any such actions to be referred to as the "Series C Junior Payment Date"); provided, however, that the foregoing shall not (i) prohibit the Corporation from repurchasing shares of Series C Junior Securities from a Holder who is, or was, a director or employee of the Series D Preferred Stock Corporation (or an affiliate of the Corporation) and any Parity Stock, (ii) sufficient funds have been prohibit the Corporation from making dividends, other distributions, redemptions, repurchases or acquisitions in respect of Series C Junior Securities payable in Series C Junior Securities and cash in lieu of fractional shares of such Series C Junior Securities.
(c) The Corporation shall not claim any deduction from gross income for dividends paid on Series C Preferred Stock in any Federal Income tax return, claim for refund, or set apart other statement, report or submission made to the Internal Revenue Service, and shall make any election or take any similar action to effectuate the foregoing except, in each case, if there shall be a change in law such that the Corporation may claim such dividends as deductions from gross income without affecting the ability of the Holders to claim the dividends received deduction under Section 243(a)(l) of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision). At the reasonable request of any Holder (and at the expense of such Holder), the Corporation shall join in the submission to the Internal Revenue Service of a request for a ruling that the dividends paid on Series C Preferred Stock shall be eligible for the payment dividends received deduction under Section 243(a)(l) of the dividend Code (or any successor provision). In addition, the Corporation shall cooperate with any Holder (at the expense of such Holder) in any litigation, appeal or other proceeding relating to the eligibility for the current dividend period dividends received deduction under Section 243(a)(1) of the Code (or any successor provision) of any dividends (within the meaning of Section 316(a) of the Code or any successor provision) paid on Series C Preferred Stock. To the extent possible, the principles of this paragraph C(3)(c) shall also apply with respect to the Series D Preferred Stock state and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stocklocal income taxes.
Appears in 4 contracts
Sources: Securities Purchase and Contribution Agreement (Il Fornaio America Corp), Securities Purchase and Contribution Agreement (Hislop Michael J), Securities Purchase and Contribution Agreement (Mindel Laurence B)
Dividends. (a) Holders The holder of shares each share of Series D Class B Redeemable Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends receive on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar 15th day of April, July, October and January January, or the next business day if such 15th business day is not a business day (each such date being referred to herein as a "Dividend Payment Date"), out of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and funds legally available for such interim periodspurpose, if any, and as determined declared by the Board of Directors), cumulative quarterly cash dividends in a per share amount equal to $.291667 for each day during which such share was outstanding during the calendar quarter immediately preceding the Dividend Payment Date. In case the Corporation shall (i) pay a dividend on the Class B Redeemable Preferred Stock in shares of Class B Redeemable Preferred Stock, (ii) subdivide the outstanding shares of Class B Redeemable Preferred Stock, or (ii) combine the outstanding shares of Class B Redeemable Preferred Stock into a smaller number of shares, the per share dividend rate in effect immediately prior thereto shall be proportionately adjusted so that the aggregate dividend rate of all shares of Class B Redeemable Preferred Stock immediately after such event shall equal the aggregate dividend rate of all shares of Class B Redeemable Preferred Stock immediately prior thereto. An adjustment made pursuant to this section shall become effective (x) upon the effective date in the case of a subdivision or combination or (y) upon the record date in the case of a dividend of shares. Quarterly dividends shall be paid on the basis of 90 days in each full quarter regardless of the number of actual days in each quarter, but dividends for less than a full quarter shall be based on the actual number of days during which each share is outstanding. Each such dividend will declared by the Board of Directors shall be payable paid to the holders of record shares of the Class B Redeemable Preferred Stock as they such holders' names appear on the stock records books on the related record date. Such record date shall be the last day of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days calendar quarter immediately preceding the payment dates thereof, as shall applicable Dividend Payment Date. Dividends in arrears with respect to any past Dividend Payment Date with respect to shares of Class B Redeemable Preferred Stock may be declared by the Board of Directors and paid on the outstanding shares of the Class B Redeemable Preferred Stock on any date fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateDirectors, whether or not in any dividend period or periods there shall be funds a regular Dividend Payment Date, to the holder of the Company legally available shares of the Class B Redeemable Preferred Stock on the related record date fixed by the Board of Directors, which shall not be less than 10 nor more than 45 days before the date fixed for the payment of such dividendsdividend. Accumulations of dividends Any dividend payment made on shares of Series D the Class B Redeemable Preferred Stock will shall first be credited against the dividends accrued with respect to the earliest Dividend Payment Date for which dividends have not bear interestbeen paid. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless If full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart aside for payment on the shares of the Class B Redeemable Preferred Stock, all cumulative dividends on the shares of the Class B Redeemable Preferred Stock shall be declared and paid pro rata to the holders of the outstanding shares of the Series D Class B Redeemable Preferred Stock entitled thereto, so that in all cases the amount of dividends declared per share on the shares of the Class B Redeemable Preferred Stock bear to each other the same ratio that accumulated dividends per share on all shares of Class B Redeemable Preferred Stock bear to each other. No holder of shares of Class B Redeemable Preferred Stock shall be entitled to any dividends, whether payable in cash, property or stock, in excess of full cumulative dividends, as provided in this section (b). No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment on the shares of Class B Redeemable Preferred Stock that may be in arrears. Except as set forth above, for so long as any shares of the Class B Redeemable Preferred Stock are outstanding, no dividends may be paid or declared and any Parity set aside for payment or other distribution made upon the Class A Convertible Preferred Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Common Stock or any Parity Stock, other stock of the Company may not declare any Corporation ranking junior to the shares of the Class B Redeemable Preferred Stock as to dividends on any ("Junior Stock"), or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, nor may any shares of Junior Stock be redeemed, purchased or make any distribution in respect thereof, whether in cash or property or in obligations or stock of otherwise acquired by the Company, other than Corporation for consideration (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary payment made to or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, available for a sinking fund for the purpose redemption of any employee incentive shares of such stock), unless full cumulative dividends on all shares of Class B Redeemable Preferred Stock for all Dividend Payment Dates accruing on or benefit plan prior to the date of such transaction have been or contemporaneously are declared and paid through the Companymost recent Dividend Payment Date. The limitations in this paragraph do If dividends are not restrict paid on a Dividend Payment Date, then such dividends shall accrue and be cumulative from and after such Dividend Payment Date. Notwithstanding the Company's ability to take the actions in this paragraph foregoing, no dividends shall be paid or payable with respect to any Parity Stockshares of Class B Redeemable Preferred Stock if such payment is otherwise prohibited by section (h) of this Certificate of Designations or by the Delaware General Corporation Law. As used in this subparagraph (c), the term "dividend" Dividends with respect to Junior Stock does not include dividends payable solely in shares of Junior Class B Redeemable Preferred Stock on Junior Stock, or in options, warrants on rights may also be subject to holders of Junior Stock to subscribe for or purchase any Junior Stocksetoff and recoupment as contemplated by section (k) hereof.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Clearview Cinema Group Inc), Asset Purchase Agreement (Clearview Cinema Group Inc), Asset Purchase Agreement (Clearview Cinema Group Inc)
Dividends. (a) Holders The holders of shares of the then-outstanding Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock will shall be entitled to receive, when, receive when and as and if declared by the Corporation’s Board of Directors (the “Board of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors”), out of funds of the Company legally available for paymenttherefor (payable other than in Common Stock or other securities and rights convertible into or entitling the holder thereof to receive, subject to the prior and superior rights directly or indirectly, additional shares of Senior Common Stock), but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 eight percent (8%) of the Original Series A Price (as defined in Section 4(a)), the Original Series B Price (as defined in Section 4(a)), the Original Series C Price (as defined in Section 4(a)), the Original Series D-1 Price (as defined in Section 4(a)), the Original Series D-2 Price (as defined in Section 4(a)) and the Original Series D-3 Price (as defined in Section 4(a)), respectively, per share of Series D Preferred Stockper annum. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding No dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will other distribution may be declared or paid on any Parity shares of Common Stock, and no shares of Common Stock may be redeemed or otherwise repurchased (whether by the Corporation or any subsidiary thereof), during any calendar year unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient in the total amount of the annual dividend rate for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid specified in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends this Section 1 shall have first been paid or declared and set apart for payment to the holders of the Preferred Stock during that calendar year; provided, however, that this restriction shall not apply to a Permitted Repurchase (as defined below). If, after dividends in the full preferential amounts specified in this Section 1 for the Preferred Stock have been paid or declared and set apart in any calendar year of the Corporation, the Board of Directors shall declare additional dividends out of funds legally available therefor in that calendar year, then such additional dividends shall be declared pro rata on all the Common Stock and the Preferred Stock on a pari passu and as-converted basis. No dividend may be declared or paid on any shares of Series A Preferred Stock unless at the same time an equivalent dividend is declared and paid simultaneously on the issued and outstanding shares of the Series D B Preferred Stock, Series C Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock. No dividend may be declared or paid on any shares of Series B Preferred Stock unless at the same time an equivalent dividend is declared and paid simultaneously on the issued and outstanding shares of the Series A Preferred Stock, Series C Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock No dividend may be declared or paid on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.any
Appears in 3 contracts
Sources: Agreement and Plan of Merger and Reorganization (Entropic Communications Inc), Merger Agreement (Entropic Communications Inc), Agreement and Plan of Merger and Reorganization (Entropic Communications Inc)
Dividends. (a) Holders Subject to Section 11.8, beginning on July 1, 2027, holders of shares of issued and outstanding Series D Preferred Stock will Shares shall be entitled to receive, when, as and if declared approved by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company Corporation legally available for payment, subject to the prior payment of distributions and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdeclared by the Corporation, cumulative cash preferential dividends at the a rate per annum equal to the Dividend Rate of $0.60 per share the Liquidation Preference of the Series D Preferred StockShares in effect on the first calendar day of the applicable Dividend Period. All Dividends on the Series D Preferred Stock will Shares shall be paid in cash or other property, shall accrue and accumulate (whether or not declared or paid) on each issued and outstanding share of the Series D Preferred Shares on a daily basis from July 1, 2027, and shall be payable quarterly in equal amounts in arrears on the last calendar day of Aprileach Dividend Period (each such day being hereinafter called a “Dividend Payment Date”); provided that if any Dividend Payment Date is not a Business Day, July, October and January of each year, commencing July 31, 2000 (and in then the case of any accumulated and unpaid dividends not dividend that would otherwise have been payable on such Dividend Payment Date may be paid on the corresponding next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. Any dividend payment date, at such additional times payable on the Series D Preferred Shares for any partial Dividend Period shall be prorated and for such interim periods, if any, as determined by computed on the Board basis of Directors)a 360-day year consisting of twelve 30-day months. Each such dividend will Dividends shall be payable to holders of record as they appear on in the stock records of the Company Corporation at the close of business on such the applicable record datesdate, not more than 60 days nor less than 10 days which shall be the tenth day preceding the payment dates thereofapplicable Dividend Payment Date, as shall be fixed or such other date designated by the Board of Directors or an officer of the Company. Dividends will accrue from Corporation duly authorized by the date Board of Directors for the original issuance payment of dividends that is not more than 30 nor less than ten days prior to such Dividend Payment Date (each such date, a “Dividend Record Date”).
(b) If the Corporation fails to pay any dividends on the Series D Preferred Stock. Dividends Shares in full for any three consecutive or non-consecutive Dividend Periods (such a failure, a “Dividend Default”), then:
(i) commencing on the first day after the Dividend Payment Date on which a Dividend Default occurs and continuing until the date a Correction Event with respect to such Dividend Default occurs, the then-applicable Liquidation Preference per Series D Preferred Share shall increase by $0.50 per Series D Preferred Share; and
(ii) following any Dividend Default that has been cured by the Corporation as provided above in subparagraph (i) of this paragraph (b), if the Corporation subsequently fails to pay dividends on the Series D Preferred Shares in full for any subsequent three consecutive or non-consecutive Dividend Periods, such subsequent failure shall constitute a separate Dividend Default, and the foregoing provisions of subparagraph (i) of this paragraph (b) shall immediately apply until such time as a Correction Event occurs with respect to such subsequent Dividend Default.
(c) If, at any time, (x) the Series B Preferred Shares obtain a National Market Listing, and either (i) the Corporation fails to obtain a National Market Listing for the Series D Preferred Shares within 60 consecutive days following the Corporation having obtained a National Market Listing for the Series B Preferred Shares, or (ii) the Series D Preferred Shares are delisted from the National Market Listing for a period of 90 consecutive days or longer following the Corporation having obtained a National Market Listing for the Series B Preferred Shares, or (y) the Common Shares are delisted from the National Market Listing for a period of 90 consecutive days or longer (any of the foregoing such events, a “Delisting Event”), then:
(i) commencing on the first day after the Delisting Event occurs and continuing until the date a Correction Event with respect to such Delisting Event occurs, (A) in the case of a Delisting Event with respect to the Series D Preferred Shares, the then-applicable Liquidation Preference per Series D Preferred Share shall increase by $0.50 per Series D Preferred Share and (B) in the case of a Delisting Event with respect to the Common Shares, the then-applicable Liquidation Preference per Series D Preferred Share shall increase by $1.00 per Series D Preferred Share; and
(ii) following any Delisting Event that has been cured by the Corporation as provided above in subparagraph (i) of this paragraph (c), if (A) the Series D Preferred Shares subsequently cease to be subject to a National Market Listing for 90 consecutive days or longer or (B) the Common Shares subsequently cease to be subject to a National Market Listing for 90 consecutive days or longer, either of the foregoing such events shall constitute a separate Delisting Event with respect to the applicable shares, and the foregoing provisions of subparagraph (i) of this paragraph (c) shall immediately apply until such time as a Correction Event occurs with respect to such subsequent Delisting Event.
(d) No distribution or dividend on the Series D Preferred Shares will be cumulative from declared by the Corporation or paid or Set Apart for Payment by the Corporation at such date, whether time as the terms and provisions of Senior Shares or not in any dividend period or periods there shall be funds agreement of the Company Corporation (whether now existing or arising hereafter), including any agreement relating to its indebtedness, prohibit such declaration, payment or setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration, payment or setting aside of funds is restricted or prohibited under the Official Code of Georgia Annotated or other applicable law; provided, however, notwithstanding anything to the contrary contained herein, dividends on the Series D Preferred Shares shall continue to accrue and accumulate pursuant to the terms hereof regardless of whether (i) any or all of the foregoing restrictions exist; (ii) the Corporation has earnings or profits; (iii) there are funds legally available for the payment of such dividends; or (iv) such dividends are authorized by the Board of Directors. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated Accrued and unpaid dividends on the Series D Preferred Stock and such Parity StockShares will accumulate commencing as of the Dividend Payment Date on which they first become payable.
(ce) Except as provided in paragraph (f) of Section 11.3 and subject to paragraph (g) of Section 11.3, no distributions or dividends, in cash or otherwise, may be declared or paid or Set Apart for Payment upon the Common Shares or upon any Junior Shares or Parity Shares, nor shall any Common Shares or any Junior Shares or Parity Shares be redeemed, purchased or otherwise acquired directly or indirectly for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any such stock) by the Corporation (except by conversion into or exchange for Junior Shares or by redemption, purchase or acquisition of stock required under any employee benefit plan of the Corporation), unless, on the most recently preceding Dividend Payment Date on which dividends on the Series D Preferred Shares became payable, the Corporation paid such dividends together with all accumulated and unpaid dividends to date on the Series D Preferred Shares in full in cash or other property.
(f) When all dividends accumulated and unpaid to date are not paid in full in cash or other property (or a sum of cash or other property sufficient for such full payment is not so Set Apart for Payment) upon the Series D Preferred Shares, all dividends declared, paid or Set Apart for Payment upon the Series D Preferred Shares, shall be declared and paid in cash or other property, as applicable, or declared and a sum of cash or other property, as applicable, sufficient for the payment thereof shall be Set Apart for Payment thereof. No interest, or sum of money or other property in lieu of interest, shall be payable in respect of any dividend payment on Series D Preferred Shares or on any dividend payment or other payment on any Junior Shares which may be in arrears.
(g) So long as any Series D Preferred Shares remain outstanding, no cash or stock dividends shall be paid or made to any holders of Common Shares, Series A Preferred Shares or any class or series of Junior Shares, without the shares consent of the majority of the votes entitled to be cast by the holders of the outstanding Series D Preferred Shares.
(h) Any dividend payment made on the Series D Preferred Stock Shares shall first be outstanding, unless (i) full cumulative dividends shall have been paid or declared credited against the earliest accumulated accrued and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the unpaid dividend for the current dividend period due with respect to such shares which remains payable at the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares time of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stocksuch payment.
Appears in 3 contracts
Sources: Agreement and Plan of Merger (Sunlink Health Systems Inc), Agreement and Plan of Merger (Regional Health Properties, Inc), Agreement and Plan of Merger (Sunlink Health Systems Inc)
Dividends. (a) Holders Dividends as to any series of shares of Series D NW Preferred Stock will shall be entitled payable (if declared) quarterly commencing on the last day of the calendar quarter during which such series is issued, and on the last day of each calendar quarter thereafter (each such last day of a calendar quarter being a "Dividend Date") for so long as that series is outstanding (the dividend during the first such quarter to receivebe prorated); dividends on each series of NW Preferred Stock shall accrue and be payable at a rate per annum equal at all times during a calendar quarter ending on a Dividend Date to 1% per annum above the rate of interest at which deposits in United States Dollars are offered by the principal office of Fuji in London, whenEngland on the second Business Day (it being agreed that for this purpose only, as the definition of "Business Day" shall not include reference to Chicago) preceding the first day of such calendar quarter (or, in the case of the first dividend period, preceding the date of issuance of such series) to prime banks in the London interbank market for a period equal to three months (or, in the case of such first dividend period, equal to such shorter period commencing on the date of issuance of such series and ending on the last day of the calendar quarter during which such issuance occurred); provided, however that the dividends on each series of NW Preferred Stock shall be noncumulative such that if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject Finance fails to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends declare a dividend on the Series D NW Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding a dividend payment date, at then holders of NW Preferred Stock will have no right to receive a dividend in respect of the dividend period ending on such additional times dividend payment date, and Finance will have no obligation to pay dividends accrued for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateperiod, whether or not in dividends on the NW Preferred Stock are declared payable on any future dividend period or periods there payment date; and provided further, however, that no dividend shall be funds paid on any series of NW Preferred Stock during the Company legally available for existence of a default in the payment of such dividends. Accumulations principal of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid interest on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient outstanding indebtedness for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares money borrowed of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.Finance;
Appears in 3 contracts
Sources: Keep Well Agreement (Heller Financial Inc), Keep Well Agreement (Heller Financial Inc), Keep Well Agreement (Heller Financial Inc)
Dividends. (a) Holders The holders of shares of the Series D A Preferred Stock will shall be entitled to receivereceive cumulative dividends at a rate equal to 11% per annum of the liquidation preference per share per annum, whenpayable semi-annually on December 31 and June 30, with the first payment being payable on December 31, 1999, when and as and if declared by the Board of Directors Directors. Prior to the first anniversary of the Company date of filing of this Certificate of Amendment (the "Closing Date"), all dividends shall be paid in Series A Preferred. On and only with after the consent of PNC Bank, N.A. or any successor lender thereto, out of funds first anniversary of the Company legally available for paymentClosing Date, subject to the prior and superior rights of Senior Stockdividends may be paid, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends Corporation's option, on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at either in cash or by the issuance of additional shares of Series A Preferred (and payment of cash in lieu of fractional shares) having an aggregate liquidation preference equal to the amount of such dividends. In the event that on or after the first anniversary of the Closing Date, dividends are paid in additional times and shares of Series A Preferred, the dividend rate shall increase by 2% for such interim periodsdividend payment period. In the event that a registration statement is not effective within 130 days after the Closing Date with respect to the conversion rights set forth in Section 6 and the cash exchange rights set forth in Section 7, if any, the Series A Preferred shall accrue dividends from and after the end of such 130 day period at a rate of 18% per annum until such time as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Companyregistration statement is declared effective. Dividends will as provided by this Section 2 shall accrue on any given share from the Closing Date, or from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative such share, whichever is later, and shall accrue from such date, day to day whether or not in any dividend period or periods there declared. Dividends not theretofore paid shall be funds paid upon conversion of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D A Preferred Stock and shares of Series A Preferred issued in payment of such dividends shall be outstanding, unless (i) full cumulative simultaneously converted into Common Stock together with the shares on which such dividends shall have been paid or declared and set apart for payment on all outstanding shares accrued. Dividends accrued in accordance with the terms of the Series D A Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect prior to the Series D Preferred Stock and any Parity Stock and (iii) the Company is Closing Date shall not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved be affected by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockSection 2.
Appears in 3 contracts
Sources: Stockholders Recapitalization Agreement (Ramtron International Corp), Preferred Stock Recapitalization Agreement (Ramtron International Corp), Supplemental Exchange Rights Agreement (Ramtron International Corp)
Dividends. (a) Holders of shares of Series D B Preferred Stock will be entitled to receive, when, when and as authorized by the Board and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of 8.625% per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 $25.00 liquidation preference (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directorsequivalent to $2.15625 per annum per share). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends Such dividends will be cumulative from such date[ • ], 20211, whether or not in any dividend period or periods (i) such dividends shall be declared, (ii) there shall be funds of the Company legally available for the payment of such dividends or (iii) any agreement prohibits payment of such dividends, and such dividends shall be payable quarterly the 15th day of January, April, July and October of each year (or, if not a Business Day (as defined in Article VII of the Charter), the next succeeding Business Day), commencing [ • ], 20212. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends Any dividend payable on the Series D B Preferred Stock for any period greater or less than a full partial dividend period will be computed on the basis of actual daystwelve 30-day months and a 360-day year. Dividends will be payable in arrears to holders of record as they appear on the records of the Corporation at the close of business on the last day of each of March, June, September and December, as the case may be, immediately preceding the applicable dividend payment date. Holders of Series B Preferred Stock will not be entitled to receive any dividends in excess of cumulative dividends on the Series D B Preferred Stock for each full at the dividend period rate specified in this paragraph. No interest will be computed by dividing paid in respect of any dividend payment or payments on the annual dividend rate by fourSeries B Preferred Stock that may be in arrears.
(b) Except as provided When dividends are not paid in full upon the next sentenceSeries B Preferred Stock or any other class or series of Parity Stock, no dividend will be or a sum sufficient for such payment is not set apart, all dividends declared upon the Series B Preferred Stock and any other class or paid on any series of Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will shall be declared ratably in proportion to accumulated the respective amounts of dividends accumulated, accrued and unpaid on the Series B Preferred Stock and accumulated, accrued and unpaid on such Parity Stock. Except as set forth in the preceding sentence, unless dividends on the Series D B Preferred Stock equal to the full amount of accumulated, accrued and unpaid dividends have been or contemporaneously are declared and paid, or declared and a sum sufficient for the payment thereof set apart for such payment for all past dividend periods, no dividends (other than dividends paid in Junior Stock or options, warrants or rights to subscribe for or purchase such Junior Stock) shall be declared or paid or set aside for payment with respect to any class or series of Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) . Unless full cumulative dividends shall on the Series B Preferred Stock have been paid or declared and set apart for payment on for all outstanding shares of the Series D Preferred past dividend periods, no dividends (other than dividends paid in Junior Stock and any Parity or options, warrants or rights to subscribe for or purchase such Junior Stock, (ii) sufficient funds have been shall be declared or paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund forJunior Stock, the Series D Preferred nor shall any Junior Stock or Parity Stock be redeemed, purchased or otherwise acquired (except for purposes of an employee benefit plan) for any consideration, or any monies be paid to or made available for a sinking fund for the redemption of any Junior Stock or Parity Stock, the Company may not declare any dividends on any Stock (except by conversion or exchange for Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on or rights to holders of Junior Stock to subscribe for or purchase Junior Stock), nor shall any other cash or property be paid or distributed to or for the benefit of holders of Junior Stock or Parity Stock. Notwithstanding the foregoing, the Corporation shall not be prohibited from (i) declaring or paying or setting apart for payment any dividend or distribution on any Parity Stock or (ii) redeeming, purchasing or otherwise acquiring any Junior Stock or Parity Stock, in each case, if such declaration, payment, redemption, purchase or other acquisition is necessary to maintain the Corporation’s qualification as a real estate investment trust for federal income tax purposes (“REIT”). 1 To be the last dividend payment date before the Effective Time of the Merger (provided that if such Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the dividend payment date for such dividend). 2 To be the first dividend payment date after the Effective Time of the Merger (provided that if such Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the scheduled dividend payment date for the next succeeding dividend).
(c) No dividends on Series B Preferred Stock shall be authorized by the Board or declared or paid or set apart for payment at such time as the terms and provisions of any agreement, including any agreement relating to the Corporation’s indebtedness, prohibits such authorization, declaration, payment or setting apart for payment or provides that such authorization, declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization, declaration, payment or setting apart for payment shall be restricted or prohibited by law.
(d) If, for any taxable year, the Corporation elects to designate as “capital gain dividends” (as defined in Section 857 of the Internal Revenue Code) any portion of the dividends (as determined for federal income tax purposes) paid or made available for the year to holders of all classes of capital stock, then the portion of the capital gains amount that shall be allocable to the holders of Series B Preferred Stock shall be the amount that the total dividends (as determined for federal income tax purposes) paid or made available to the holders of the Series B Preferred Stock for the year bears to the total dividends (as determined for federal income tax purposes) paid or made available for the year to holders of all classes of capital stock.
(e) In determining for purposes of Section 2-311 of the Maryland General Corporation Law or otherwise under the Maryland General Corporation Law whether a distribution (other than upon voluntary or involuntary liquidation, dissolution or winding up of the Corporation), by dividend, redemption or otherwise, is permitted, amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the liquidation preference of any series of preferred stock with preferential rights on dissolution senior to the Series B Preferred Stock (as discussed in Section 4 below) will not be added to the Corporation’s total liabilities.
Appears in 3 contracts
Sources: Merger Agreement (Ready Capital Corp), Merger Agreement (Anworth Mortgage Asset Corp), Merger Agreement (Ready Capital Corp)
Dividends. (a) The Holders of shares of the Series D B Preferred Stock, in preference to the holders of all Junior Capital Stock and on a pari passu basis with holders of Parity Capital Stock, will be entitled to receive, when, as and if dividends are declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds of the Company Corporation legally available for paymenttherefor, subject to cumulative dividends as provided in this Section 2. Dividends on each outstanding share of Series B Preferred Stock shall be payable in cash, or at the prior and superior rights option of Senior Stockthe Corporation, but pari passu with Parity Stockin such number of shares of Series B Preferred Stock as is set forth in Section 2(d) below, and in preference to Junior Stock, cumulative cash dividends accrue (whether or not earned or declared) at the rate of 8% per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on sum of (i) the last calendar day of April, July, October Purchase Price and January of each year, commencing July 31, 2000 (and in the case of any ii) all accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue accrued thereon from the date of issuance thereof (the original issuance "Series B Dividends"). Such dividends will be calculated and accrued on a quarterly basis on the last day of each fiscal quarter of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not Corporation in any dividend period or periods there shall be funds respect of the Company legally available prior three month period prorated on a daily basis for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourpartial periods.
(b) Except as provided in If the next sentenceCorporation at any time pays less than the total amount of Series B Dividends then accrued with respect to the Series B Preferred Stock, no dividend will such payment shall be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside distributed ratably among the Holders based upon the aggregate accrued but unpaid Series B Dividends on the Series D B Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and held by each such Parity StockHolder.
(c) So long as In the shares of event that the Series D Preferred Corporation declares or pays any dividends upon the Common Stock shall be outstanding(whether payable in cash, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase securities or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, property) other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Common Stock, or in options, warrants on rights the Corporation shall also declare and pay to the Holders at the same time that it declares and pays such dividends to the holders of Junior the Common Stock, the dividends which would have been declared and paid with respect to the Series B Preferred Stock had all of the outstanding Series B Preferred Stock been converted in accordance with Section 6(a) immediately prior to subscribe the record date for such dividend, or purchase any Junior Stockif no record date is fixed, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.
(d) The Corporation may pay the Series B Dividends to each Holder by the issuance of such number of shares of Series B Preferred Stock as equals the quotient of (i) the accrued and unpaid Series B Dividends with respect to the shares of Series B Preferred Stock held such Holder and (ii) the Purchase Price.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Airnet Communications Corp), Securities Purchase Agreement (Airnet Communications Corp), Securities Purchase Agreement (SCP Private Equity Partners Ii Lp)
Dividends. (a) Holders The holders of shares of the then outstanding Series D A Preferred Stock will shall be entitled to receive, when, when and as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, Corporation out of any funds of the Company legally available for paymenttherefor, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 2.00 per share of Series D Preferred Stock. Dividends per year, payable in cash, except as provided below, in equal amounts quarterly on the Series D Preferred Stock will be payable quarterly in arrears on fifteenth day, or if not a Business Day, the last calendar day next succeeding Business Day, of January, April, July, July and October and January of in each year, commencing July 31beginning ______________, 2000 1997 (each such day being hereinafter called a "Quarterly Dividend Date" and in the case of any accumulated and unpaid dividends not paid each period ending on the corresponding dividend payment datea Quarterly Dividend Date being hereinafter called a "Dividend Period"), at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders shareholders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, date as shall be fixed by the Board of Directors of the Company. Dividends will accrue from Corporation at the date time of declaration of the original issuance dividend (the "Record Date"), which shall be not fewer than 10 nor more than 30 days preceding the Quarterly Dividend Date. The amount of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available payable for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock initial Dividend Period and for any period greater or less other Dividend Period shorter than a full dividend period will Dividend Period shall be prorated and computed on the basis of actual daysa 360-day year of twelve 30-day months. Dividends payable paid on the Series D A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding. Notwithstanding the foregoing, for each full any twelve (12) Dividend Periods the Company shall have the right to pay the dividend period will be computed in additional shares of Series A Preferred Stock determined by dividing the annual total amount of the dividend rate to be paid in shares of Series A Preferred Stock by four.
the Liquidation Value (bas defined herein) per share of Series A Preferred Stock. The issuance of additional shares of Series A Preferred Stock pursuant to this subparagraph (3) shall be evidenced by a stock certificate representing such shares issued on the related Quarterly Dividend Date and delivered on or immediately thereafter. Notwithstanding any other provision hereof, no fractional shares of the Corporation shall be issued in connection with the payment of any dividend on Series A Preferred Stock in additional shares of Series A Preferred Stock. Instead, any holder of outstanding Series A Preferred Stock having a fractional interest arising upon the payment of a dividend in additional shares of Series A Preferred Stock shall, on the related Quarterly Dividend Date, be paid an amount in cash equal to the Liquidation Value times the fraction of a share of Series A Preferred Stock to which such holder would otherwise be entitled. In the event the Company fails to pay any dividend on the Series A Preferred Stock on any Quarterly Dividend Date, the Company shall not pay any dividends on any other class of stock of the Company (other than (i) pro rata with other securities of the Company ranking pari passu with the Series A Preferred Stock or (ii) with Junior Shares) until such dividend on the Series A Preferred Stock has been paid. Except as provided in the next sentencethese Articles Supplementary, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D A Preferred Stock shall not be outstanding, unless (i) full cumulative dividends shall have been paid entitled to participate in the earnings or declared and set apart for payment on all outstanding shares assets of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockCorporation.
Appears in 3 contracts
Sources: Common Stock and Preferred Stock Purchase Agreement (Wellsford Real Properties Inc), Merger Agreement (Equity Residential Properties Trust), Merger Agreement (Equity Residential Properties Trust)
Dividends. From and after the applicable Issue Date (aas defined below) Holders of shares each series of Series D Preferred Stock, the holders of each series Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoreceive dividends per share, out of funds of the Company legally available for paymenttherefor, subject in the following order of preference (the “Order of Priority”):
1.1 First, Series A Preferred Stock shall be entitled to the prior and superior rights receive dividends per share, out of Senior Stockfunds legally available therefor, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of twelve percent (12.0%) per annum for the period from November 25, 2014 to February 29, 2016, and thereafter at the rate of $0.60 fifteen percent (15.0%) per share of Series D Preferred Stock. Dividends annum, in each case calculated based on the Original Issue Price, compounding annually (the “Series D A Dividend”);
1.2 Second, Series B Preferred Stock will shall be payable quarterly in arrears entitled to receive dividends per share, out of funds legally available therefor, at the rate of twelve percent (12%) per annum, calculated based on the last calendar day Original Issue Price, compounding annually (the “Series B Dividend”); and Third, Series C Preferred Stock shall be entitled to receive dividends per share, at the rate of Aprileight percent (8%) per annum, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid calculated based on the corresponding dividend payment dateOriginal Issue Price, compounding annually, payable in-kind with Series C Preferred Stock issued at the Original Issue Price (the “Series C Dividend” and together with the Series A Dividend and Series C Dividend, the “Preferred Dividends”).
1.3 Holders of Preferred Stock shall be entitled to the Preferred Dividends in Order of Priority before any dividends shall be declared, set apart for or paid upon the Common Stock or any other stock ranking with respect to dividends or on liquidation junior to the Preferred Stock (such additional times and for such interim periods, if any, stock being referred to hereinafter collectively as determined by the Board of Directors“Junior Stock”). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as Preferred Dividends shall be fixed by the Board of Directors of the Company. Dividends will cumulative and shall continue to accrue on an annual basis, from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateapplicable Issue Date, whether or not declared and whether or not in any dividend period or periods fiscal year there shall be funds of the Company legally net profits or surplus available for the payment of dividends in such dividendsfiscal year, so that if in any fiscal year or years, dividends in whole or in part are not paid upon any series of Preferred Stock, unpaid dividends thereon shall accumulate. Accumulations The Preferred Dividends shall be paid at times, and subject to the terms, set forth in these Articles of Incorporation.
1.4 The Corporation shall not declare, pay or set aside any dividends on shares of Series D Junior Stock unless (in addition to the obtaining of any consents required elsewhere in these Articles of Incorporation) giving effect to the Order of Priority, (a) the holders of the Preferred Stock will not bear interest. Dividends payable then outstanding shall first receive, or simultaneously receive, a dividend on the Series D each outstanding share of Preferred Stock for any period in an amount at least equal to the greater or less than a full dividend period will be computed of (i) the amount of the aggregate Preferred Dividends then accrued on the basis such share of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and not previously paid or (ii) (A) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of Preferred Stock as would equal the product of (1) the dividend payable on each share of such Parity Stock.
class or series determined, if applicable, as if each share of such class or series had been converted into Common Stock pursuant to Section 4.1 and (c2) So long as the number of shares of Common Stock issuable upon conversion of one share of Preferred Stock pursuant to Section 4.1, in each case calculated on the record date for determination of holders entitled to receive such dividend or (B) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per share of Preferred Stock determined by (1) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or combination, subdivision, reclassification or other corporate actions having a similar effect with respect to such class or series) and (2) multiplying such fraction by an amount equal to the Original Issue Price for the Preferred Stock. The “Original Issue Price” shall mean $20.00 per share for the Series D A Preferred Stock shall be outstandingStock, unless (i) full cumulative dividends shall have been paid or declared and set apart $20.00 per share for payment on all outstanding shares of the Series D B Preferred Stock and any Parity $20.00 per share for the Series C Preferred Stock, (ii) sufficient funds have been paid subject to appropriate adjustment in the event of any stock dividend, stock split, stock distribution or set apart for combination, subdivision, reclassification or other corporate actions having the payment of the dividend for the current dividend period similar effect with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.
Appears in 3 contracts
Sources: Securities Purchase Agreement, Securities Purchase Agreement, Securities Modification and Consent Agreement
Dividends. (a) Holders Upon the grant of shares of Series D Preferred Stock will Common Shares pursuant to Section 2(b)(ii), the Grantee shall be entitled to receive, whenfor each Common Share granted, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject an amount equal to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share amount of Series D Preferred Stock. Dividends all dividends declared with respect to Common Shares with a record date on or after the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October Effective Date to and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from including the date of the original issuance Termination of Employment of the Series D Preferred StockGrantee. Dividends will be cumulative from After the date of grant of the Common Shares pursuant to Section 2(b)(ii), the holder of such date, whether or not in any dividend period or periods there Common Shares shall be funds entitled to receive dividends in the same manner as dividends are paid to all other holders of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourCommon Shares.
(b) Except as provided Upon the grant of Common Shares pursuant to Section 2(b)(iii), the Grantee shall be entitled to receive, for each Common Share granted, an amount equal to the per share amount of all dividends declared with respect to Common Shares with a record date on or after the Effective Date to and including the date of the Change in Control. After the date of grant of the Common Shares pursuant to Section 2(b)(iii), the holder of such Common Shares shall be entitled to receive dividends in the next sentence, no dividend will be declared or same manner as dividends are paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for to all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stockother holders of Common Shares.
(c) So long as the shares Upon grant of the Series D Preferred Stock Restricted Shares pursuant to Section 3(a), the Grantee shall be outstandingentitled to receive, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares each of the Series D Preferred Stock and any Parity StockRestricted Shares (whether vested or unvested), (ii) sufficient funds have been paid or set apart for an amount in cash equal to the payment per share amount of the dividend for the current dividend period all dividends declared with respect to the Series D Preferred Stock Common Shares with a record date on or after the Effective Date and any Parity Stock and before the Share Issuance Date (iiiother than those with respect to which an adjustment was made pursuant to Section 6); provided that, notwithstanding the foregoing, if the number of Restricted Shares received pursuant to Section 3(a) is reduced so that the Fair Market Value of the Common Shares underlying the Restricted Shares received is less than or equal to the Maximum Value (as required under Section 3), then the amount the Grantee shall be entitled to receive pursuant to this Section 4(c) shall equal the product of (i) the Company is not in default or in arrears per share amount of all dividends declared with respect to the mandatory Common Shares with a record date on or optional redemption after the Effective Date and before Share Issuance Date (other than those with respect to which an adjustment was made pursuant to Section 6) and (ii) the number of Restricted Shares the Grantee would have received had no such reduction occurred. After the Share Issuance Date, the holder of Restricted Shares (whether vested or mandatory repurchase unvested) shall be entitled to receive the per share amount of any dividends declared with respect to Common Shares for each Restricted Share (whether vested or other mandatory retirement ofunvested) held on the record date of each such dividend and each such dividend shall be paid in the same manner as dividends are paid to the holders of Common Shares.
(d) Except as provided in this Section 4, the Grantee shall not be entitled to receive any payments in lieu of or in connection with dividends with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockNotional Units and/or Restricted Shares.
Appears in 3 contracts
Sources: Notional Unit Award Agreement (Tanger Properties LTD Partnership /Nc/), Notional Unit Award Agreement (Tanger Properties LTD Partnership /Nc/), Notional Unit Award Agreement (Tanger Properties LTD Partnership /Nc/)
Dividends. (a) Holders Each of Raytheon and UTC shall coordinate with the other in respect of the designation of the record dates and payment dates for its quarterly cash dividends, so that holders of shares of Series D Preferred Raytheon Common Stock will be entitled do not (a) receive dividends on both shares of Raytheon Common Stock and UTC Common Stock received in the Merger in respect of any calendar quarter or (b) fail to receive, when, as and if declared by receive a dividend on either shares of Raytheon Common Stock or UTC Common Stock received in the Board Merger in respect of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 quarter (and in the case of this clause (b), unless UTC shall not pay a dividend on any accumulated and unpaid dividends not paid on shares of UTC Common Stock in respect of such quarter).
(i) On or prior to the corresponding dividend payment datedate that is ten (10) business days prior to the anticipated Closing Date, at such additional times and for such interim periodsUTC may, if anyit determines in good faith that (A) the Applicable Indebtedness (as defined in the Separation Principles) is reasonably expected to exceed the Target Indebtedness (the amount of such excess, the “Overage Amount”) and (B) the aggregate outstanding principal amount of total indebtedness for borrowed money of Otis SpinCo, Carrier SpinCo and their respective subsidiaries as determined by of immediately following the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records consummation of the Company at Otis Distribution (in the close case of business on ▇▇▇▇ SpinCo) and the Carrier Distribution (in the case of Carrier SpinCo) would exceed $18,250,000,000, deliver written notice (the “Overage Notice”) of such determinations to Raytheon, which such notice shall also set forth the Overage Amount.
(ii) In the event that UTC delivers an Overage Notice, (A) Raytheon may, in its sole discretion, declare (with a record datesdate prior to the Closing) and pay to its stockholders (whether before or after the Closing, not more than 60 days nor less than 10 days preceding while minimizing any delay in the payment dates thereofClosing to the extent reasonably practicable) a cash distribution in an aggregate amount equal to the product of (1) a fraction, as shall be fixed by the Board numerator of Directors which is 0.43 and the denominator of which is 0.57, and (2) the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateOverage Amount, and (B) subject to clause (II) below, whether or not in any dividend period or periods there Raytheon elects to pay such a cash distribution, Target Indebtedness shall be funds deemed for purposes of this Agreement (including the Separation Principles) to be increased by the Overage Amount; provided, that notwithstanding the foregoing, in the event the amount of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(bcash distribution calculated in accordance with this Section 6.13(b)(ii) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than would (x) Junior Stock which is neither convertible intobe $250,000,000 or less, nor exchangeable UTC may, in its discretion, withdraw the Overage Notice and no provision of this Section 6.13(b)(ii) shall be given effect; provided, that if UTC does not withdraw the Overage Notice, then (I) Raytheon shall be permitted to pay a cash distribution pursuant to this Section 6.13(b)(ii) in an aggregate amount of $250,000,000 and (II) whether or exercisable fornot Raytheon elects to pay such a cash distribution, any securities in lieu of the Company other than Junior Stockforegoing clause (B), the Target Indebtedness shall be deemed for purposes of this Agreement (including the Separation Principles) to be increased by $331,000,000, or (y) Common Stock acquired in connection with the cashless exercise exceed $2,000,000,000, no provision of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockSection 6.13(b)(ii) shall be given effect.
Appears in 2 contracts
Sources: Merger Agreement (Raytheon Co/), Merger Agreement (United Technologies Corp /De/)
Dividends. (a) Holders Subject to the preferential rights of holders of any class or series of Senior Stock, holders of the outstanding shares of Series D A Preferred Stock will shall be entitled to receive, when, when and as and if declared authorized by the Board of Directors of and declared by the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of dividends, if applicable, cumulative preferential dividends at the rate of 5% per annum based on the $1,000 liquidation preference (as may be adjusted in accordance with Section 7) with such dividends. Accumulations rate increasing by 2% on each April 1 beginning April 1, 2013, until all of dividends on the outstanding shares of Series D A Preferred Stock will are redeemed as provided in Section 5. Such dividends shall accrue from the first date on which any Series A Preferred Stock is issued (the “Original Issue Date”) and shall be payable semi-annually in arrears on or before March 31 and September 30 of each year (each a “Dividend Payment Date”); provided, however, that if any Dividend Payment Date is not bear interesta Business Day (as defined below), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid on the following Business Day with the same force and effect as if paid on such Dividend Payment Date. Dividends Any dividend payable on the Series D A Preferred Stock for any period greater or less than a full partial dividend period will be computed on the basis of actual daysa 360-day year consisting of twelve 30-day months. Dividends payable on the Series D Preferred Stock for each full A “dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentenceperiod” shall mean, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock first “dividend period,” the period from and any Parity Stock including the Original Issue Date to and (iii) including the Company is not in default or in arrears first Dividend Payment Date, and with respect to each subsequent “dividend period,” the mandatory or optional redemption or mandatory repurchase period from, but excluding, a Dividend Payment Date to and including the next succeeding Dividend Payment Date or other mandatory retirement of, or with respect date as of which accrued dividends are to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockbe calculated.
Appears in 2 contracts
Sources: Stock Repurchase Agreement (Barrett Business Services Inc), Stock Repurchase Agreement (Barrett Business Services Inc)
Dividends. (a) Holders The holders of shares of Series D New Class A Preferred Stock will shall be entitled to receive, whenout of funds legally available for that purpose, as and if declared by dividends at the Board rate of Directors three percent (3%) of the Company applicable New A Series Subscription Price, per annum, and only with the consent no more. The holders of PNC Bank, N.A. or any successor lender theretoall series of New Class B Preferred Stock shall be entitled to receive, out of funds of the Company legally available for paymentthat purpose, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of five percent (5%) of the applicable New B Series Subscription Price, per annum annum, and no more. The entitlement of $0.60 per share of Series D Preferred Stock. Dividends on the Series D New Class A Preferred Stock will be payable quarterly in arrears on and the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid New Class B Preferred Stock to such dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Companypro rata and on a parity. Dividends will accrue Such dividends shall be cumulative (cumulating from the date of the original issuance of such shares of Preferred Stock on a day-to-day basis on the Series D basis of a 360-day year), shall be compounded annually and shall be payable in arrears upon the occurrence of a Liquidation Event (as defined in Section 3 of Part Two of this Article Fourth (such date being herein referred to as the “Dividend Payment Date”). Dividends shall be paid to the holders of record of the New Class A Preferred Stock and New Class B Preferred Stock. Dividends will be cumulative from , as their names appear on the share register of the Corporation on the corresponding record date for the distribution.
(b) If, on any Dividend Payment Date, the holders of the New Class A Preferred Stock and New Class B Preferred Stock shall not have received the full dividends provided for in the other provisions of this Section 2, then such datedividends shall cumulate, whether or not in any dividend period earned or periods there declared, with additional dividends thereon until such dividends shall be funds of the Company legally available for the payment of such dividendspaid. Accumulations of Unpaid dividends shall cumulate on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will day-to-day basis and shall be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stocka 360-day year.
(c) So long as the any shares of the Series D Preferred Stock shall be outstanding, unless without the written consent of the holders of not less than a majority of the shares of New Class A Preferred Stock then outstanding, all series voting together as a single class, and the written consent of the holders of not less than fifty five percent (55%) of the shares of New Class B Preferred Stock then outstanding, all series voting together as a single class, neither the Corporation nor any Subsidiary or affiliate of the Corporation shall: (i) full cumulative dividends shall have been paid declare or declared and set apart for payment pay on all outstanding shares of the Series D Preferred any Junior Stock and any Parity Stockdividend whatsoever, whether in cash, property or otherwise; or (ii) sufficient funds have been paid or except as set apart for the payment forth in Section 3 of the dividend for the current dividend period with respect to the Series D Preferred Stock and Part Two of this Article Fourth, make any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends distribution on any Junior Stock, or make purchase or redeem any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with pay or make available any monies for a sinking fund for the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition redemption of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.
Appears in 2 contracts
Sources: Investment Agreement (O'Gara Group, Inc.), Investment and Recapitalization Agreement (O'Gara Group, Inc.)
Dividends. (a) Holders of the then outstanding shares of Series D Preferred Stock will shall be entitled to receive, when, when and as and if declared authorized by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds of the Company legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdividends, cumulative preferential cash dividends at the rate of 7.625% of the $25.00 liquidation preference per annum (equivalent to a fixed annual amount of $0.60 1.90625 per share share). Such dividends shall be cumulative from [ • ], 20211 and shall be payable quarterly in arrears on or before January 15, April 15, July 15 and October 15 of Series D Preferred Stockeach year or, if not a business day, the next succeeding business day (each, a “Dividend Payment Date”). Dividends Any dividend payable on the Series D Preferred Stock will for any partial dividend period shall be payable quarterly in arrears computed on the last calendar basis of a 360-day year consisting of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors)twelve 30-day months. Each such dividend will Dividends shall be payable to holders of record as they appear on in the stock records of the Company Corporation at the close of business on such the applicable record datesdate, not more than 60 days nor less than 10 days which shall be the last day of each of March, June, September and December, as the case may be, immediately preceding the payment dates thereofapplicable Dividend Payment Date (each, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of a “Dividend Record Date”).
(b) No dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on shall be declared by the Series D Preferred Stock Corporation or paid or set apart for payment by the Corporation at such time as the terms and provisions of any period greater agreement of the Corporation, including any agreement relating to its indebtedness, prohibit such declaration, payment or less than setting apart for payment or provide that such declaration, payment or setting apart for payment would constitute a full dividend period will breach thereof or a default thereunder, or if such declaration or payment shall be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed restricted or prohibited by dividing the annual dividend rate by fourlaw.
(bc) Except as provided in Notwithstanding the next sentenceforegoing, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock shall accrue whether or not the terms and provisions set forth in Section 3(b) hereof at any time prohibit the current payment of dividends, whether or not the Corporation has earnings, whether or not there are funds legally available for all prior periods have the payment of such dividends and whether or not been paid in full, then any such dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and are declared. Accrued but unpaid dividends on the Series D Preferred Stock and such Parity Stockshall accumulate as of the Dividend Payment Date on which they first become payable.
(cd) So long Except as provided in Section 3(e) hereof, unless full cumulative dividends on the Series D Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods and the then current dividend period, no dividends (other than dividends in shares of Common Stock or dividends in shares of any series of Preferred Stock ranking junior to the Series D Preferred Stock as to dividends and upon liquidation) shall be declared or paid or set aside for payment nor shall any other distribution be declared or made upon the Common Stock, or any Preferred Stock of the Corporation ranking junior to or on a parity with the Series D Preferred Stock as to dividends or upon liquidation, nor shall any shares of Common Stock, or any shares of Preferred Stock of the Corporation ranking junior to or on a parity with the Series D Preferred Stock as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation (except by conversion into or exchange for other capital stock of the Corporation ranking junior to the Series D Preferred Stock as to dividends and upon liquidation and except for transfers made pursuant to the provisions of Article VII of the Charter).
(e) When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) on the Series D Preferred Stock and the shares of any other series of Parity Stock, all dividends declared upon the Series D Preferred Stock and the shares of any other series of Parity Stock shall be declared pro rata so that the amount of dividends declared per share of Series D Preferred Stock and the shares of any other series of Parity Stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series D Preferred Stock and the shares of any other series of Parity Stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such preferred stock does not have a cumulative dividend) bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on Series D Preferred Stock which may be in arrears. 1 To be the last dividend payment date before the Effective Time of the Merger (provided that if such Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the dividend payment date for such dividend).
(f) Any dividend payment made on shares of the Series D Preferred Stock shall first be outstandingcredited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. Holders of Series D Preferred Stock shall not be entitled to any dividend, unless (i) whether payable in cash, property or stock in excess of full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockas described above.
Appears in 2 contracts
Sources: Merger Agreement (Ready Capital Corp), Merger Agreement (Ready Capital Corp)
Dividends. (a) Holders The holders of shares of Series D Preferred B Stock will shall be entitled to receivereceive dividends at the rate of $0.225 per share (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum, payable out of funds legally available therefor. Such dividends shall commence upon issuance and shall be payable when, as and if declared by the Board of Directors, in preference to any dividend to any other shares of Preferred Stock or Common Stock, and shall be cumulative. Dividends shall be paid quarterly on June 30, September 30, December 31 and March 31, commencing June 30, 1997, to holders of record as of the close of business five business days before the dividend payment date.
(b) No dividends (other than those payable solely in the Common Stock of the Corporation) shall be paid on any other shares of Preferred Stock or Common Stock of the Corporation during any fiscal year of the Corporation until dividends, combinations or splits with respect to such shares) on the Series B Stock shall have been paid or declared and set apart during that fiscal year and any prior year in which dividends accumulated but remain unpaid. Following any such payment or declaration, the holders of any other shares of Preferred Stock and Common Stock shall be entitled to receive dividends, payable out of funds legally available therefor, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as No right shall accrue to holders of shares of Series B Stock by reason of the fact that dividends on said shares are not declared in any prior year, nor shall any undeclared or unpaid dividend bear or accrue any interest. In the event the Corporation shall declare a distribution payable in securities of other persons, evidences of indebtedness issued by the Corporation or other persons, assets (excluding cash dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each such case the holders of the Series D Preferred B Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares entitled to a proportionate share of any such distribution as though the holders of the Series D Preferred B Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for were the payment holders of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any number of shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, Corporation into which their shares of Series B Stock are convertible as of the record date fixed for the purpose of any employee incentive or benefit plan determination of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Common Stock of the Corporation entitled to subscribe for or purchase any Junior Stockreceive such distribution.
Appears in 2 contracts
Sources: Subscription and Purchase Agreement (Healthwatch Inc), Subscription and Purchase Agreement (Healthwatch Inc)
Dividends. (a) Holders Subject to the provisions of shares of Series D Preferred Stock will be entitled to receivethis Agreement, whenthe Amended M&AA and any applicable Laws, as and if declared by the Board of Directors may from time to time declare dividends and other distributions on the issued and outstanding Shares of the Company and only with authorize payment of the consent of PNC Bank, N.A. or any successor lender thereto, same out of the funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourtherefor.
(b) Except as provided in As to the next sentencedividend payment, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared (1) the Preferred Shares shall rank senior and paid or are contemporaneously declared prior to the Ordinary Shares and funds sufficient for payment set aside on other Junior Securities, (2) the Series D B Preferred Stock for all Shares shall rank senior and prior dividend periods. If accrued dividends on to the Series D A Preferred Stock for all prior periods have not been paid in full, then any dividends declared on Shares and the Series D A1 Preferred Stock for any dividend period Shares, and on any Parity Stock will be declared ratably in proportion to accumulated (3) Series A Preferred Shares and unpaid dividends on the Series D A1 Preferred Stock and such Parity StockShares shall rank pari passu with each other.
(c) So long as Subject to Section 7.1, the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative Board may from time to time declare dividends shall have been paid or declared and set apart for payment other distributions on all issued and outstanding shares of the Series D Preferred Stock Company and any Parity Stockauthorize payment of the same out of the funds of the Company lawfully available therefor. When and if declared by the Board, (iiA) sufficient funds each holder of the Series B Preferred Shares shall be entitled to, prior and in preference to any declaration or payment of any dividend on the Series A Preferred Shares, Series Al Preferred Shares, the Ordinary Shares and other Junior Securities, dividends carried at the rate of five percent (5%) per annum of the Original Series B Issue Price (As Adjusted) on each Series B Preferred Share held by such holder, for each year such Series B Preferred Share was issued and outstanding (or pro rata for a partial year); (B) after the payment of dividends on the Series B Preferred Shares in full, each holder of the Series A Preferred Shares and each holder of the Series Al Preferred Shares shall be entitled to, prior and in preference to any declaration or payment of any dividend on the Ordinary Shares and other Junior Securities, dividends carried at the rate of five percent (5%) per annum of the Original Series A Issue Price (As Adjusted) on each such Series A Preferred Share held by such holder and dividends carried at the rate of five percent (5%) per annum of the Original Series Al Issue Price (As Adjusted) on each such Series Al Preferred Share held by such holder (as the case may be), for each year such Series A Preferred Share or such Series Al Preferred Share (as the case may be) was issued and outstanding (or pro rata for a partial year); and (C) each holder of the Preferred Shares shall have the right to participate in any distribution among other Shares or Equity Securities of the Company pro rata based on the number of Ordinary Shares held by each such holder (calculated on an as-converted basis). Unless and until any dividends or other distributions in like amount have been paid in full on the Series B Preferred Shares (on an as-converted basis), the Company shall not declare, pay or set apart for the payment of the payment, any dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends distributions on any Junior Stock, Securities or make any payment on account of, or set apart for payment, money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any Junior Securities or any warrants, rights, calls or options exercisable or exchangeable for a sinking or other analogous fund forconvertible into any Junior Securities, any shares of Junior Stock or make any distribution in respect thereof, either directly or indirectly, and whether in cash or property or in cash, obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans shares of the Company or other property. Unless and until any subsidiary dividends or other distributions in like amount have been paid in full on the Series A Preferred Shares and the Series Al Preferred Shares (on an as-converted basis), the Company shall not declare, pay or set apart for payment, any dividend and other distributions on any Junior Securities or make any payment on account of, or set apart for payment, money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any Junior Securities or any other redemption warrants, rights, calls or purchase options exercisable or exchangeable for or convertible into any Junior Securities, or make any distribution in respect thereof, either directly or indirectly, and whether in cash, obligations or shares of the Company or other acquisition of Common Stock made in the ordinary course of businessproperty. The above dividends shall be payable and accrue when, which has been approved as and if declared by the Board of Directors of and shall be cumulative;
(d) If the Company, for the purpose of any employee incentive Company has declared or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph accrued but unpaid dividends with respect to any Parity Stock. As used Preferred Share upon the conversion of such Preferred Share as provided in this subparagraph Amended M&AA, then the Company shall, at its discretion, opt to, (c)i) as agreed by the holders of such Preferred Shares to be converted, convert all such declared or accrued but unpaid dividends on such Preferred Share to be converted into the term "dividend" with respect Ordinary Shares pursuant to Junior Stock does not include dividends payable solely Amended M&AA at the then-effective applicable Conversion Price (as defined in shares of Junior Stock the Amended M&AA) on Junior Stockthe same basis as such Preferred Share to be converted, or in options, warrants on rights to holders (ii) pay off all such dividends by cash upon conversion of Junior Stock to subscribe for or purchase any Junior Stocksuch Preferred Shares.
Appears in 2 contracts
Sources: Shareholder Agreements (Uxin LTD), Shareholder Agreements (Uxin LTD)
Dividends. (a) Holders of shares of the Series D E Preferred Stock will be are entitled to receive, when, as and if authorized by the Board and declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCompany, out of funds of the Company legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdividends, cumulative cash dividends at the rate of 7.50% of the $25.00 per share liquidation preference per annum of (equivalent to $0.60 1.875 per share of Series D Preferred Stockannum per share). Dividends on the Series D E Preferred Stock will shall accumulate daily and shall be cumulative from, and including, [July 15], 2021 and shall be payable quarterly in arrears on the last calendar 15th day of each January, April, JulyJuly and October (each, October and January of each yeara “Dividend Payment Date”), commencing July 31on [October 15], 2000 2021; provided, that if any Dividend Payment Date is not a Business Day (and in as defined below), then the case of any accumulated and unpaid dividends not dividend which would otherwise have been payable on that Dividend Payment Date may be paid on the corresponding next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date and no interest, additional dividends or other sums will accumulate on the amount so payable for the period from and after such Dividend Payment Date to such next succeeding Business Day. Any dividend payment datepayable on the Series E Preferred Stock, at such additional times and including dividends payable for such interim periodsany partial dividend period, if any, as determined by will be computed on the Board basis of Directors)a 360-day year consisting of twelve 30-day months. Each such dividend Dividends will be payable to holders of record as they appear on in the stock records of the Company for the Series E Preferred Stock at the close of business on such the applicable record datesdate, not more than 60 days nor less than 10 days preceding the payment dates thereof, as which shall be fixed by the Board of Directors last day of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such datequarter, whether or not in a Business Day, immediately preceding the applicable Dividend Payment Date (each, a “Dividend Record Date”). The dividends payable on any dividend period or periods there Dividend Payment Date shall include dividends accumulated to, but not including, such Dividend Payment Date.
(b) No dividends on shares of Series E Preferred Stock shall be funds authorized by the Board or paid or set apart for payment by the Company at any time when the terms and provisions of any agreement of the Company, including any agreement relating to any indebtedness of the Company, prohibit the authorization, payment or setting apart for payment thereof or provide that the authorization, payment or setting apart for payment thereof would constitute a breach of the agreement or a default under the agreement, or if the authorization, payment or setting apart for payment shall be restricted or prohibited by law.
(c) Notwithstanding anything to the contrary contained herein, dividends on the Series E Preferred Stock will accumulate whether or not the Company has earnings, whether or not there are funds legally available for the payment of such dividendsthose dividends and whether or not those dividends are declared. Accumulations No interest, or sum in lieu of dividends interest, will be payable in respect of any dividend payment or payments on shares the Series E Preferred Stock which may be in arrears, and holders of the Series D E Preferred Stock will not bear interestbe entitled to any dividends in excess of full cumulative dividends described in Section 4(a) hereof. Dividends payable Any dividend payment made on the Series D E Preferred Stock for any period greater or less than a full shall first be credited against the earliest accumulated but unpaid dividend period will be computed on the basis of actual days. Dividends payable on due with respect to the Series D E Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourStock.
(bd) Except as provided in the next sentenceSection 4(e) hereof, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends on the Series E Preferred Stock have been or contemporaneously are declared and paid or are contemporaneously declared and funds a sum sufficient for the payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and thereof is set apart for payment on for all outstanding past dividend periods, (i) no dividends (other than in Common Shares or in shares of any series of Preferred Shares that the Company may issue ranking junior to the Series D E Preferred Stock as to dividends and any Parity Stock, (iiupon liquidation) sufficient funds have been shall be declared or paid or set apart for payment upon Common Shares or Preferred Shares that rank junior to or on a parity with the payment Series E Preferred Stock as to dividends or upon liquidation, (ii) no other distribution shall be declared or made upon Common Shares or Preferred Shares that rank junior to or on a parity with the Series E Preferred Stock as to dividends or upon liquidation, and (iii) any Common Shares and Preferred Shares that rank junior to or on a parity with the Series E Preferred Stock as to dividends or upon liquidation shall not be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Company (except by conversion into or exchange for other capital stock of the dividend for the current dividend period with respect Company that rank junior to the Series D E Preferred Stock as to dividends and upon liquidation; provided, however, that the foregoing shall not prevent the purchase or acquisition by the Company of shares of any class or series of stock pursuant to the provisions of Article V of the Charter to preserve its status as a real estate investment trust for federal income tax purposes (“REIT”) or pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series E Preferred Stock and any Parity Preferred Shares that rank on a parity with the Series E Preferred Stock as to dividends or upon liquidation.
(e) When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series E Preferred Stock and (iii) the Company is not in default or in arrears shares of any other series of Preferred Shares that rank on a parity as to dividends with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D E Preferred Stock, all dividends declared upon the Series E Preferred Stock or and any Parity Stock, other series of Preferred Shares that rank on a parity as to dividends with the Series E Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series E Preferred Stock and such other series of Preferred Shares that the Company may issue shall in all cases bear to each other the same ratio that accumulated dividends per share on the Series E Preferred Stock and accumulated dividends per share on such other series of Preferred Shares (which shall not declare include any accrual in respect of unpaid dividends on any Junior Stockfor prior dividend periods if such Preferred Shares do not have a cumulative dividend) bear to each other. No interest, or make any payment on account ofsum of money in lieu of interest, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution shall be payable in respect thereof, whether in cash of any dividend payment or property or in obligations or stock of payments on the Company, other than (x) Junior Series E Preferred Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired may be in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockarrears.
Appears in 2 contracts
Sources: Merger Agreement (Capstead Mortgage Corp), Merger Agreement (Benefit Street Partners Realty Trust, Inc.)
Dividends. (aA) Holders Subject to the preferential rights of holders of any class or series of shares of Series D stock of the Corporation ranking senior to the Class N Preferred Stock will be as to the payment of dividends, the Holders of the Class N Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoBoard, out of funds of the Company Corporation legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockquarterly, cumulative preferential cash dividends at dividends, an amount per share equal to 7.25% of the rate Liquidation Preference per annum (equivalent to a fixed annual amount of $0.60 3,625.00 per share), payable in equal amounts of $906.25 per share of Series D Class N Preferred Stock. Stock quarterly.
(B) Dividends on the Series D Class N Preferred Stock shall begin to accrue and will be fully cumulative starting from [●]3 and shall be payable quarterly when, if and as authorized by the Board, in equal amounts in arrears on the last calendar day of AprilJanuary 15, JulyApril 15, July 15 and October and January 15 of each yearyear or, if not a Business Day, the next succeeding Business Day commencing July 31[●]4 (each, 2000 (a “Dividend Payment Date”), and in the case of any accumulated and unpaid no interest or additional dividends not paid or other sums shall accrue on the corresponding amount so payable from such date to such next succeeding Business Day. Any dividend payment date, at such additional times payable on the Class N Preferred Stock for any partial dividend period that ends prior to a Dividend Payment Date will be prorated and for such interim periods, if any, as determined by computed on the Board basis of Directors)a 360-day year consisting of twelve 30-day months. Each such dividend Dividends will be payable to holders of record Holders as they appear on in the stock share records of the Company Corporation at the close of business on the applicable record date, which shall be the 20th day of the calendar month immediately preceding the month in which the applicable Dividend Payment Date falls or such record dates, other date designated by the Board that is not more than 60 days 30 nor less than 10 days preceding prior to the applicable Dividend Payment Date (each, a “Dividend Record Date”). Notwithstanding any provision to the contrary contained herein, each outstanding share of Class N Preferred Stock will be entitled to receive a dividend with respect to any Dividend Record Date equal to the dividend paid with respect to each other share of Class N Preferred Stock that is outstanding on such date. For the avoidance of doubt, notwithstanding anything to the contrary set forth in these Articles Supplementary, each share of Class N Preferred Stock issued and outstanding on the Dividend Record Date for the first Dividend Payment Date following the Issue Date shall accrue dividends from [●]5 and shall receive the same dividend payment dates thereofregardless of the date on which such share of Class N Preferred Stock was actually issued. As used herein, as the term “dividend period” for the Class N Preferred Stock means the period from and including [●]6 and ending on and excluding the next Dividend Payment Date, and each subsequent period from and including such Dividend Payment Date and ending on and excluding the next following Dividend Payment Date.
(C) No dividends on the Class N Preferred Stock shall be fixed declared or paid or set apart for payment by the Board of Directors if such declaration, payment or setting apart for payment would violate any agreement of the Company. Dividends Corporation or is restricted or prohibited by law.
(D) Notwithstanding the foregoing Section 5(C), dividends on the Class N Preferred Stock will accrue from whether or not the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateCorporation has earnings, whether or not in any dividend period or periods there shall be are funds of the Company legally available for the payment of such dividendsdividends and whether or not such dividends are declared. Accumulations of Accrued but unpaid dividends on shares of Series D the Class N Preferred Stock will not bear interestinterest and Holders will not be entitled to any dividends whether payable in cash, property or shares of any class or series of shares of stock (including Class N Preferred Stock) in excess of the full cumulative dividends described above. Dividends payable Any dividend payment made on the Series D Class N Preferred Stock for any period greater or less than a full shall first be credited against the earliest accumulated but unpaid dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourdue with respect to such shares that remains payable.
(bE) Except If, for any taxable year, the Corporation elects to designate as provided “capital gain dividends” (as defined in Section 857 of the next sentenceInternal Revenue Code of 1986, no dividend will be declared or paid on as amended (the “Code”)) any Parity Stock unless full cumulative portion (the “Capital Gains Amount”) of the dividends have been declared and (as determined for federal income tax purposes) paid or made available for the year to holders of all classes of shares of stock (the “Total Dividends”), then the portion of the Capital Gains Amount that shall be allocable to the Holders shall be the amount that the total dividends (as determined for federal income tax purposes) paid or made available to the Holders for the year bears to the Total Dividends. The Corporation will make a similar allocation for each taxable year with respect to any undistributed long-term capital gains of the Corporation that are contemporaneously declared and funds sufficient for payment set aside to be included in its shareholders’ long-term capital gains, based on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on allocation of the Series D Preferred Stock for all prior periods Capital Gains Amount that would have not resulted if such undistributed long-term capital gains had been paid in full, then any dividends declared on distributed as “capital gains dividends” by the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion Corporation to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stockits stockholders.
(cF) So long as No dividends or other distributions (other than a dividend or distribution payable solely in Parity Stock or Junior Stock (in the shares case of Parity Stock) or Junior Stock (in the Series D Preferred Stock shall case of Junior Stock) and cash in lieu of fractional shares) will be outstandingdeclared, unless (i) full cumulative dividends shall have been made or paid or declared and set apart for payment on all outstanding shares any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by the Series D Corporation or on its behalf (except by conversion into or exchange for Parity Stock or Junior Stock (in the case of Parity Stock) or Junior Stock (in the case of Junior Stock)) unless full Accumulated Dividends have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for such payment on the Class N Preferred Stock and any Dividend Parity Stock for all dividend periods ending on or prior to the date of such declaration, payment, set apart, redemption, purchase or acquisition; provided, that the foregoing restriction will not limit the acquisition of Parity Stock or Junior Stock solely to the extent necessary to preserve the Corporation’s qualification as a Real Estate Investment Trust (a “REIT”). 3 The last dividend payment date prior to the closing of the Company Merger. 4 The first dividend payment date following the closing of the Company Merger. 5 The last dividend payment date prior to the closing of the Company Merger. 6 The last dividend payment date prior to the closing of the Company Merger.
(G) Notwithstanding the limitations of Section 5(F), when dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Class N Preferred Stock and all Dividend Parity Stock, (ii) sufficient funds have been paid or set apart for all dividends declared upon the payment of the dividend for the current dividend period with respect to the Series D Class N Preferred Stock and any Dividend Parity Stock shall be declared pro rata so that the amount of dividends declared per share of Class N Preferred Stock and per share of such Dividend Parity Stock shall in all cases bear to each other the same ratio that Accumulated Dividends per share of Class N Preferred Stock and accumulated dividends per share of such other Dividend Parity Stock (iiiwhich shall not include any accumulation in respect of unpaid dividends for prior dividend periods if such Dividend Parity Stock does not have a cumulative dividend) bear to each other.
(H) The Holders at the Company is close of business on a Dividend Record Date shall be entitled to receive the dividend payment on their shares of Class N Preferred Stock on the corresponding Dividend Payment Date notwithstanding the conversion of such shares following that Dividend Record Date or the Corporation’s failure to pay the dividend due on that Dividend Payment Date. However, Class N Preferred Stock surrendered for conversion at the option of a Holder pursuant to Section 7 during the period between the close of business on any Dividend Record Date and the close of business on the Business Day immediately preceding the applicable Dividend Payment Date must be accompanied by payment of an amount of cash equal to the dividend payable on such shares on that Dividend Payment Date. A Holder on a Dividend Record Date that surrenders (or whose transferee surrenders) any shares for conversion on the corresponding Dividend Payment Date shall receive the dividend payable by the Corporation on such shares of Class N Preferred Stock on that date, and the converting Holder need not include payment in the amount of such dividend upon surrender of its shares of Class N Preferred Stock for conversion. Except as provided in Section 8 and Section 11, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement ofarrears, or with respect to any sinking or other analogous fund for, the Series D on converted Class N Preferred Stock or any Parity Stock, the Company may not declare any for dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockissued upon conversion.
Appears in 2 contracts
Sources: Merger Agreement (Kimco Realty Corp), Merger Agreement (RPT Realty)
Dividends. (ai) Holders Subject to the rights of shares the holders of Series D any other series of Preferred Stock will ranking senior to or on a parity with the Series A Preferred Stock with respect to dividends and any other class or series of capital stock of the Corporation ranking senior to or on a parity with the Series A Preferred Stock with respect to dividends, other than the Common Stock, the holders of the Series A Preferred Stock shall be entitled to receive, whenwhen and as declared by the Board of Directors, cumulative dividends per share of Series A Preferred Stock at a rate per annum as determined by the Board of Directors during the period commencing after the date of original issuance of any shares of Series A Preferred Stock until converted pursuant to Section 5 above; provided, however, in the event of an Optional Conversion, all accumulated dividends will automatically be eliminated and if no such dividends will be due or payable to holders of Series A Preferred Stock.
(ii) Dividends on the Series A Preferred Stock will accrue on each December 15, March 15, June 15, and September 15, occurring after the date of original issuance, provided that the Corporation shall have the option to pay dividends when and as declared by the Board of Directors of the Company Corporation. The party that holds the Preferred Stock on an applicable record date for any dividend payment will be entitled to receive such dividend payment and only with any other accrued and unpaid dividends which accrued prior to such dividend payment date, without regard to any sale or disposition of such shares of Series A Preferred Stock subsequent to the consent of PNC Bankapplicable record date but prior to the applicable dividend payment date.
(iii) The Corporation shall pay the dividends on the Series A Preferred Stock described in Section 6(a)(i), N.A. or any successor lender theretoat the Corporation's option and in its sole discretion, out of funds of the Company legally available for paymenttherefor (A) in cash, subject (B) in shares of Common Stock, such that the number of shares of Common Stock to be distributed as a dividend to each holder of Series A Preferred Stock shall be equal to the prior and superior rights cash amount of Senior Stock, but pari passu with Parity Stock, and in preference such dividend payable to Junior Stock, cumulative cash dividends at such holder on such dividend payment date divided by the rate per annum of $0.60 average quote per share of Series D Preferred Stock. Dividends Common Stock reported by OTC Bulletin Board or any other stock exchange on which the Series D Preferred Common Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if anyis traded, as determined by the Board of Directors). Each Company (the "Per Share Market Value") for the fifteen (15) trading days immediately preceding such dividend will payment date, or (C) in any combination of cash and shares of Common Stock that the Corporation may determine in its sole discretion, with the number of shares of Common Stock to be payable distributed in connection therewith to holders of record as they appear be calculated on the stock records basis set forth in Section 6(a)(iii)(B).
(iv) No fractional shares of Common Stock or scrip shall be issued upon payment of any dividends in shares of Common Stock. If more than one share of Series A Preferred Stock shall be held by the Company same holder at the close time of business on such record dates, not more than 60 days nor less than 10 days preceding the any dividend payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds the number of the Company legally available for the full shares of Common Stock issuable upon payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will shall be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full aggregate dividend period will be computed by dividing amount that the annual dividend rate by four.
(b) Except as provided Corporation has determined to pay in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise shares. Instead of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition fractional shares of Common Stock made which would otherwise be issuable upon payment of such dividends, the Corporation shall pay out of funds legally available therefor a cash adjustment in respect of such fractional interest, rounded to the ordinary course nearest one hundredth (1/100th) of businessa share, which has been approved by the Board of Directors in an amount equal to that fractional interest of the Company, average Per Share Market Value for the purpose of any employee incentive or benefit plan of fifteen (15) trading days immediately preceding such dividend payment date, rounded to the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph nearest cent (c$.01), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.
Appears in 2 contracts
Sources: Convertible Promissory Note (Hq Sustainable Maritime Industries, Inc.), Purchase Agreement (Hq Sustainable Maritime Industries, Inc.)
Dividends. (a) Holders of shares of outstanding Series D I Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company Corporation legally available for paymenttherefor, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the annual rate per annum of $0.60 8.0% per share of Series D Preferred Stockon the Original Purchase Price (the “Dividend Rate”). Dividends on shall be declared by the Series D Preferred Stock will be payable quarterly Corporation and paid in arrears on each Dividend Payment Date (as defined below) commencing on March 15, 2009 for the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid Dividend Period ending immediately prior to such Dividend Payment Date. Such dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will shall be payable to the record holders of record as they appear Series I Preferred Stock on the stock records of the Company at the close of business record date on which such dividends are declared (notwithstanding any transfer or other disposition after such record datesdate and prior to the Dividend Payment Date). If a Dividend Payment Date is not a business day, not more than 60 days nor less than 10 days preceding payment will be made on the next succeeding business day, without any interest or other payment dates thereofin lieu of interest accruing with respect to this delay. Subject to Section 3(e) below, as all such dividends shall be fixed by the Board of Directors of the Company. Dividends will accrue from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the original date of the original issuance of the Series D I Preferred Stock. Dividends will be cumulative from such dateStock (the “Issue Date”), whether or not in any dividend period or periods Dividend Period(s) there shall be have been funds of the Company Corporation legally available for the payment of such dividends. Accumulations Notwithstanding the foregoing, such dividends shall be paid only to the extent assets are legally available therefor on the Dividend Payment Date and any amounts for which assets are not legally available shall be paid promptly as assets become legally available therefore. Any partial payment of dividends otherwise required to be paid on a Dividend Payment Date will be made pro rata among the applicable record holders of shares of Series D I Preferred Stock will not bear interest. Dividends payable based on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis their respective holdings of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by foursuch shares.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends The term “Dividend Payment Date” shall have been paid or declared mean September 15th and set apart for payment on all outstanding shares March 15th of the Series D Preferred Stock and any Parity Stockeach year, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period beginning with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement ofMarch 15, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock2009.
Appears in 2 contracts
Sources: Subscription Agreement (Wave Systems Corp), Subscription Agreement (Wave Systems Corp)
Dividends. (a) Holders Upon the grant of shares of Series D Preferred Stock will Common Shares pursuant to Section 2(b)(ii), the Grantee shall be entitled to receive, whenfor each Common Share granted, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject an amount equal to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share amount of Series D Preferred Stock. Dividends all dividends declared with respect to Common Shares with a record date on or after the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October Effective Date to and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from including the date of the original issuance Termination of Employment of the Series D Preferred StockGrantee. Dividends will be cumulative from After the date of grant of the Common Shares pursuant to Section 2(b)(ii), the holder of such date, whether or not in any dividend period or periods there Common Shares shall be funds entitled to receive dividends in the same manner as dividends are paid to all other holders of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourCommon Shares.
(b) Except as provided Upon the grant of Common Shares pursuant to Section 2(b)(iii), the Grantee shall be entitled to receive, for each Common Share granted, an amount equal to the per share amount of all dividends declared with respect to Common Shares with a record date on or after the Effective Date to and including the date of the Change in Control. After the date of grant of the Common Shares pursuant to Section 2(b)(iii), the holder of such Common Shares shall be entitled to receive dividends in the next sentence, no dividend will be declared or same manner as dividends are paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for to all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stockother holders of Common Shares.
(c) So long as the shares Upon grant of the Series D Preferred Stock Restricted Shares pursuant to Section 3(a), the Grantee shall be outstandingentitled to receive, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares each of the Series D Preferred Stock and any Parity StockRestricted Shares (whether vested or unvested), (ii) sufficient funds have been paid or set apart for an amount in cash equal to the payment per share amount of the dividend for the current dividend period all dividends declared with respect to the Series D Preferred Stock Common Shares with a record date on or after the Effective Date and any Parity Stock and before the Share Issuance Date (iiiother than those with respect to which an adjustment was made pursuant to Section 6); provided that, notwithstanding the foregoing, if on the Valuation Date the Total Return to Shareholders exceeds the Maximum Total Return to Shareholders, then the amount the Grantee shall be entitled to receive pursuant to this Section 4(c) shall equal the product of (a) the Company is not in default or in arrears per share amount of all dividends declared with respect to the mandatory Common Shares with a record date on or optional redemption after the Effective Date and before Share Issuance Date (other than those with respect to which an adjustment was made pursuant to Section 6) and (b) the number of Restricted Shares the Grantee would have received had the Total Return to Shareholders equaled the Maximum Total Return to Shareholders on the Valuation Date. After the Share Issuance Date, the holder of Restricted Shares (whether vested or mandatory repurchase unvested) shall be entitled to receive the per share amount of any dividends declared with respect to Common Shares for each Restricted Share (whether vested or other mandatory retirement ofunvested) held on the record date of each such dividend and each such dividend shall be paid in the same manner as dividends are paid to the holders of Common Shares.
(d) Except as provided in this Section 4, the Grantee shall not be entitled to receive any payments in lieu of or in connection with dividends with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockNotional Units and/or Restricted Shares.
Appears in 2 contracts
Sources: Notional Unit Award Agreement (Tanger Properties LTD Partnership /Nc/), Notional Unit Award Agreement (Tanger Factory Outlet Centers Inc)
Dividends. Entergy shall not, nor shall it permit any of its subsidiaries to, (ai) Holders declare, set aside or pay any dividends on or make other distributions in respect of shares any of Series D Preferred Stock will be entitled to receiveits capital stock or share capital, when, as except:
(A) that Entergy may continue the declaration and if declared by the Board payment of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior regular quarterly cash dividends on Entergy Common Stock, but pari passu not to exceed $0.30 per share, with Parity Stockusual record and payment dates for such dividends in accordance with past dividend practice; provided, and that (1) dividends payable in preference to Junior Stock, cumulative cash dividends at the rate per annum respect of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing periods after July 31, 2000 2000, may exceed by up to 5% per share the dividend payable during the prior 12-month period in respect of the comparable time period and (2) if the Entergy Effective Time does not occur between a record date and payment date of a regular quarterly dividend, a special dividend may be declared and paid in respect of Entergy Common Stock with respect to the quarter in which the Entergy Effective Time occurs with a record date in such quarter and on or prior to the date on which the Entergy Effective Time occurs, which dividend does not exceed an amount equal to the product of (i) a fraction the (x) numerator of which is equal to the number of days between the last payment date of a regular quarterly dividend and the record date of such special dividend (excluding such last payment date but including the record date of such special dividend) and (y) the denominator of which is equal to the number of days between the last payment date of a regular quarterly dividend and the same calendar day in the case third month after the month in which such last payment date occurred (excluding such last payment date but including such same calendar day), multiplied by (ii) the then permitted quarterly dividend per share, and
(B) for the declaration and payment of any accumulated and unpaid dividends not paid on by a direct or indirect wholly-owned subsidiary solely to its parent corporation, or by a direct or indirect partially owned subsidiary of Entergy (provided that Entergy or the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board Entergy subsidiary receives or is to receive its proportionate share of Directors). Each such dividend will be payable or distribution), and
(C) for the declaration and payment of regular cash dividends with respect to holders preferred stock of record Entergy's subsidiaries outstanding as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance Agreement or permitted to be issued under the terms of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.Agreement,
Appears in 2 contracts
Sources: Merger Agreement (System Energy Resources Inc), Merger Agreement (Florida Power & Light Co)
Dividends. (a) Holders of Prior to the Second Anniversary Date, shares of Series D B Preferred Stock will shall accumulate dividends at a rate of 9.308332% per annum, payment of which may be entitled made in cash or by the issuance of additional shares of Series B Preferred Stock (which, upon issuance, shall be fully paid and nonassessable), at the option of the Company; provided that if any such dividend is paid after the Second Anniversary Date, such dividend shall be paid in cash. On and after the Second Anniversary Date, shares of Series B Preferred Stock shall accumulate dividends at a rate of 9% per annum, which dividends shall be paid in cash. On and prior to receivethe Second Anniversary Date, dividends shall be paid annually on the anniversary of the original issuance of Series B Preferred Stock, and thereafter dividends shall be paid in four equal quarterly installments on the last day of March, June, September and December of each year, or if any such date is not a Business Day, the Business Day next preceding such day (each such date, regardless of whether any dividends have been paid or declared and set aside for payment on such date, a "Dividend Payment Date"), to holders of record (the "Registered Holders") as they appear on the stock record books of the Corporation on the fifteenth day prior to the relevant Dividend Payment Date. Notwithstanding the foregoing, from and after the day on which the Shareholder Approval occurs, dividends shall accumulate on the Series B Preferred Stock (i) prior to the Second Anniversary Date, at a rate of 8.243216% per annum, payment of which may be made in cash or by the issuance of additional shares of Series B Preferred Stock (which upon issuance shall be fully paid and nonassessable), at the option of the Company, provided that if any such dividend is paid after the Second Anniversary Date, such dividend shall be paid in cash, and (ii) on and after the Second Anniversary Date, at a rate of 8% per annum, which dividends shall be paid in cash. Dividends shall be paid only when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company time legally available for the payment of such dividends. Accumulations of dividends Dividends shall begin to accumulate on outstanding shares of Series D B Preferred Stock will from the date of issuance and shall be deemed to accumulate from day to day whether or not bear interestearned or declared until paid. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed shall accumulate on the basis of a 360-day year consisting of twelve 30-day months (four 90-day quarters) and the actual daysnumber of days elapsed in the period for which payable. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the at more than one annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will or partial dividend period shall be declared ratably in proportion to accumulated and unpaid dividends pro rated on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares basis of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares number of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current days in such dividend period with respect to or partial dividend period, calculated as aforesaid, and the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any actual number of days elapsed for which dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends are payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockat each such annual rate.
Appears in 2 contracts
Sources: Investment Agreement (TPG Partners Ii Lp), Investment Agreement (Oxford Health Plans Inc)
Dividends. (a) Holders of shares The holders of Series D A Preferred Stock will be entitled to receivereceive in preference to the holders of any Junior Stock, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment thereof, dividends at the annual rate of such dividends8% of Liquidation Value (as defined below). Accumulations Such dividends will be cumulative, will accumulate (whether or not declared) from the date of dividends on shares of Series D Preferred Stock issuance (the "Issue Date") and will not bear interest. Dividends be payable on the last day of each calendar quarter (each such date being a "dividend payment date" and each such quarterly period being a "dividend period"), commencing September 30, 1998. The dividend amount payable in respect of each share of Series D A Preferred Stock for any period greater or less than a full on each dividend period will be computed on payment date (the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period "Dividend Amount") will be computed by dividing multiplying the applicable annual percentage rate set forth above by a fraction the numerator of which will be the number of days in the applicable dividend rate period and the denominator of which will be 365 and multiplying the amount so obtained by fourthe Liquidation Value.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on Dividends with respect to the Series D A Preferred Stock may, at the election of the Company, be paid in cash or in kind by the issuance of additional shares of Series A Preferred Stock to the holders entitled hereto. The number of shares of Series A Preferred Stock remitted to the holders in any dividend payment shall be equal to the Dividend Amount divided by the Liquidation Value (as defined in Section 4 below). Notwithstanding anything to the contrary herein, the issuance of shares of Series A Preferred Stock for all prior dividend periods. If accrued the payment of dividends on shall not require the vote of the holders of Series D A Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the All dividends paid with respect to shares of the Series D A Preferred Stock shall to Section 3(a) hereof will be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect pro rata to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockentitled thereto.
Appears in 2 contracts
Sources: Subscription Agreement (Newlight Associates L P), Subscription Agreement (Newlight Associates L P)
Dividends. (a) Holders of shares the Series A Preferred, in preference to the holders of the Common Stock and pari passu with the holders of Series D Preferred Stock will B Preferred, shall be entitled to receive, when, when and as and if declared by the Board of Directors of the Company and Corporation (the “Board”), but only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company that are legally available for paymenttherefor, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of six percent (6%) of the Series A Original Issue Price (as defined below) per annum of $0.60 per on each outstanding share of Series D A Preferred Stock(as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof), compounded annually. Dividends on the The “Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance A Original Issue Price” of the Series D A Preferred Stockshall be one dollar ($1.00) per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares, reverse stock split, reorganization, recapitalization, or other reclassification (each a “Recapitalization Event”) affecting the Series A Preferred. Dividends will Holders of the Series B Preferred, in preference to the holders of the Common Stock and pari passu with the Holders of Series A Preferred, shall be cumulative entitled to receive, when and as declared by the Board, but only out of funds that are legally available therefor, cash dividends at the rate of eight percent (8%) of the Series B Original Issue Price (as defined below) per annum on each outstanding share of Series B Preferred (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares after the filing date hereof), compounded annually. The “Series B Original Issue Price” of the Series B Preferred shall be $3.2481 per share, subject to appropriate adjustment in the event of any Recapitalization Event affecting the Series B Preferred. The dividends described in this Section 1(a) shall accrue from such dateday to day, whether or not in any dividend period or periods there declared, and shall be funds cumulative; provided, however, that except as set forth in the following sentence of this Section 1(a) or in Sections 3(b) and 5, such dividends shall be payable only when, as, and if declared by the Company legally available for Board and the payment of Corporation shall be under no obligation to pay such dividends. Accumulations of The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than dividends on shares of Common Stock payable in Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of any Series D A Preferred Stock will and Series B Preferred then outstanding shall first receive, or simultaneously receive (in addition to any dividend payable pursuant to Section 1(b), below), a dividend equal to all dividends then accrued on such share of Series A Preferred and Series B Preferred and not bear interestpreviously paid. Dividends payable In the event that a dividend is to be paid on the Series D A Preferred Stock for any period greater or and Series B Preferred in an amount less than a full dividend period will the aggregate amount of accrued but unpaid dividends, such dividends shall be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as allocated pro rata among the shares of Series A Preferred and Series B Preferred based upon the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment number of shares on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect an as-converted to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockbasis.
Appears in 2 contracts
Sources: Share Exchange Agreement (Paylocity Holding Corp), Share Exchange Agreement (Paylocity Holding Corp)
Dividends. (a) Holders The holders of shares Series F Preferred Stock, Series E Preferred Stock, Series D Preferred Stock and Series C Preferred Stock shall be entitled to receive dividends prior and in preference to any dividend on the Common Stock, Series A Preferred Stock or Series B Preferred Stock at the rate of (i) with respect to holders of Series F Preferred Stock, 8% of the Series F Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum, (ii) with respect to holders of Series E Preferred Stock, 8% of the Series E Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum, (iii) with respect to holders of Series D Preferred Stock, 8% of the Series D Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum and (iv) with respect to holders of Series C Preferred Stock, 8% of the Series C Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum, payable out of funds legally available therefor; such dividends shall be payable only when, as, and if declared by two-thirds (2/3) of the Board of Directors (including the directors designated by the holders of Series B-6 Preferred Stock will under Section 5 of this Article IV(B)) and shall be cumulative. The holders of Series B-6 Preferred Stock shall be entitled to receivereceive dividends after the dividends described in the preceding sentence shall have been declared and paid and prior and in preference to any dividend on the Common Stock, Series A Preferred Stock, Series ▇-▇ Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock, Series B-4 Preferred Stock, Series B-5 Preferred Stock or Series B-7 Preferred Stock, at the rate of 10% of the Series B-6 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum, payable out of funds legally available therefor; such dividends shall be payable only when, as as, and if declared by the Board of Directors and shall be noncumulative.
(b) The holders of Series B-5 Preferred Stock shall be entitled to receive dividends after the Company dividends described in Section 1(a) above shall have been declared and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the paid and prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior any dividend on the Common Stock, cumulative cash dividends Series A Preferred Stock, Series ▇-▇ Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock, Series B-4 Preferred Stock or Series B-7 Preferred Stock, at the rate of 10% of the Series B-5 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum annum, payable out of $0.60 funds legally available therefor. Such dividends shall be payable only when, as, and if declared by the Board of Directors and shall be noncumulative.
(c) The holders of Series ▇-▇ Preferred Stock, Series B-2 Preferred Stock, Series B-3 Preferred Stock and Series B-4 Preferred Stock shall be entitled to receive dividends after the dividends described in Sections 1(a) and 1(b) above shall have been declared and paid and prior and in preference to any dividend on the Common Stock, Series A Preferred Stock, and Series B-7 Preferred Stock at the rate of (i) with respect to holders of Series ▇-▇ Preferred Stock, 10% of the Series ▇-▇ Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares), (ii) with respect to holders of Series B-2 Preferred Stock, 10% of the Series B-2 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares), (iii) with respect to holders of Series B-3 Preferred Stock, 10% of the Series B-3 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (iv) with respect to holders of Series B-4 Preferred Stock, 10% of the Series B-4 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares), per annum, payable out of funds legally available therefor. Such dividends shall be payable only when, as, and if declared by the Board of Directors and shall be noncumulative.
(d) The holders of Series A-6 Preferred Stock shall be entitled to receive dividends after the dividends described in Sections 1(a), 1(b) and 1(c) above shall have been declared and paid and prior and in preference to any dividend on the Common Stock, Series Al-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock or Series B-7 Preferred Stock, at the rate of 10% of the Series A-6 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum, payable out of funds legally available therefor. Such dividends shall be payable only when, as, and if declared by the Board of Directors and shall be noncumulative.
(e) The holders of Series Al-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock shall be entitled to receive dividends after the dividends described in Sections 1(a), 1(b), 1(c) and 1(d) above shall have been declared and paid and prior and in preference to any dividend on the Common Stock and Series B-7 Preferred Stock at the rate of (i) with respect to holders of Series A-l Preferred Stock, 10% of the Series A-l Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares), (ii) with respect to holders of Series A-2 Preferred Stock, 10% of the Series A-2 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares), (iii) with respect to holders of Series A-3 Preferred Stock, 10% of the Series A-3 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares), (iv) with respect to holders of Series A-4 Preferred Stock, 10% of the Series A-4 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) and (iv) with respect to holders of Series A-5 Preferred Stock, 10% of the Series A-5 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares), per annum, payable out of funds legally available therefor. Such dividends shall be payable only when, as, and if declared by the Board of Directors and shall be noncumulative.
(f) The holders of Series B-7 Preferred Stock shall be entitled to receive dividends after the dividends described in Sections 1(a), 1(b), 1(c), 1(d) and 1(e) above shall have been declared and paid and prior and in preference to any dividend on the Common Stock at the rate of 10% of the Series B-7 Liquidation Preference (as defined herein) (as adjusted for any stock dividends, combinations or splits with respect to such shares) per annum, payable out of funds legally available therefor. Such dividends shall be payable only when, as, and if declared by the Board of Directors and shall be noncumulative.
(g) No dividends (other than those payable solely in the Common Stock of the Corporation) shall be paid on any Common Stock of the Corporation during any fiscal year of the Corporation until dividends on the Preferred Stock shall have been paid or declared in the manner set forth in Sections 1(a) through 1(f) above, and set apart during that fiscal year. After the payment to the holders of Preferred Stock of the full preferential amounts specified in Sections 1(a) through 1(f) above, any remaining assets of the Corporation distributed as a dividend shall be distributed with equal priority and pro rata among the holders of the Corporation’s Common Stock and the Preferred Stock, treating in such circumstances each share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on as if it had been converted into Common Stock at the last calendar day then applicable conversion rate.
(h) In the event of Aprila conversion of the Preferred Stock pursuant to Section 4, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated declared and unpaid dividends not shall be paid on at the corresponding dividend payment date, election of the holder in cash or Common Stock at such additional times and for such interim periods, if anyits then fair market value, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.
Appears in 2 contracts
Sources: Stock Acquisition Agreement (Active Network Inc), Stock Acquisition Agreement (Active Network Inc)
Dividends. (a) Holders Out of shares any assets of the corporation available for dividends, the holders of the 6 1/8% Series D Class A Preferred Stock will shall be entitled to receive, from and after the date the 6 1/8% Series Class A Preferred Stock is issued, but only when, as and if declared by the Board of Directors of the Company and only with the consent of PNC BankDirectors, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the a rate of 6 1/8% per annum of the $0.60 per share 25 par value of Series D Preferred Stocksuch shares. Such holders shall be entitled to dividends at said rate so fixed, and no more. Dividends on the Series D Preferred Stock will declared shall be payable quarterly on January 1, April 1, July 1 and October 1 in arrears on the last calendar day of Aprileach year (each, July, October and January of each yeara "Dividend Payment Date"), commencing July 31on October 1, 2000 (and in the case 2006, to stockholders of any accumulated and unpaid dividends record on a date not paid on the corresponding dividend more than 30 days prior to such payment date, at such additional times and for such interim periods, if any, as may be determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Companycorporation. Dividends If a Dividend Payment Date is not a business day, the related dividend (if declared) will accrue be paid on the next succeeding business day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interestactual payment. Dividends payable on the 6 1/8% Series D Class A Preferred Stock for the initial dividend period and any period greater or less than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual daysnumber of days elapsed in such period. Dividends payable on the 6 1/8% Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Class A Preferred Stock shall be outstandingnon-cumulative and, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stockaccordingly, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by if the Board of Directors of the Companycorporation does not declare a dividend or declares less than a full dividend on the 6 1/8% Series Class A Preferred Stock for a quarterly dividend period, holders of the 6 1/8% Series Class A Preferred Stock will have no right to receive a dividend or the full dividend, as the case may be, for that period, and the purpose of any employee incentive corporation will have no obligation to pay a dividend for that period, whether or benefit plan of not the Company. The limitations corporation pays dividends in this paragraph do not restrict full or has sufficient funds to pay dividends in the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockfuture.
Appears in 2 contracts
Sources: Merger Agreement (Savannah Electric & Power Co), Merger Agreement (Georgia Power Co)
Dividends. (a) Holders The holders of shares of Series D A Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash receive preferential dividends at the an annual rate equal to six percent (6%) per annum of $0.60 per times the Original Issue Price (as defined below) for each share of Series D Preferred Stock. Dividends on the Series D A Preferred Stock will held by such holders, and such dividends shall be payable quarterly in arrears on cash to the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board each March 15 and September 15 of Directors each year. Dividends on shares of the Company. Dividends will accrue Series A Preferred Stock shall accumulate on a daily basis from the date on which such shares are issued and, to the extent they are not paid in cash when due, shall compound on a semi-annual basis on each March 15 and September 15 of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateeach year, whether or not in any dividend period or periods there shall be funds of the Company has earnings or profits, whether or not there are funds legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will and whether or not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourdividends are declared.
(b) Except as provided in the next sentence, no dividend will be declared or paid on Upon conversion of any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the share of Series D A Preferred Stock for all prior dividend periods. If accrued dividends on into Common Stock pursuant to Section 4, the holder of such Series D A Preferred Stock for shall be entitled to receive payment of all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated accrued and unpaid dividends on thereon, at the option of the holder thereof, (i) in cash or (ii) in the form of such number of additional shares of Common Stock equal to (x) the amount of such accrued and unpaid dividends, divided by (y) the then applicable Series D Preferred Stock and such Parity StockA Conversion Price.
(c) So long as In no event may any dividends be paid on the Series A Preferred Stock unless, at the time of such payment, any and all dividends then accrued and payable on the shares of any Senior Stock shall have been paid in full. If dividends are paid on the shares of Series A Preferred Stock and shares of Parity Stock in an amount less than the total amount of such dividends at the time accrued and payable on all of such shares, such dividends shall be allocated pro rata (in proportion to the respective amounts due with respect thereto) among all such shares of Series A Preferred Stock and shares of Parity Stock at the time outstanding based on the amount of dividends then due with respect to each such share. In no event may any dividends be paid on any Junior Stock unless, at the time of such payment, any and all dividends then accrued and payable on the shares of the Series D A Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockfull.
Appears in 2 contracts
Sources: Merger Agreement (General Devices Inc), Securities Purchase Agreement (General Devices Inc)
Dividends. (a) Holders of shares of Series D the 6% Senior Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at an annual rate of 6% of the rate Liquidation Preference (or $10.00 per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be share, subject to adjustment), payable quarterly in arrears on the last calendar day of AprilMarch 31, JulyJune 30, October September 30 and January December 31 of each year, commencing July March 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors)1998. Each such dividend will be payable to holders of record as they appear on the stock records register of the Company at the close of business on such a record datesdate, not more than 60 days nor less than 10 days preceding before the payment dates thereofdate, as shall be fixed by the Board of Directors of the CompanyBoard. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will accumulate and be cumulative from such date, whether or not in any dividend period or periods there shall be funds and after the date on which each share of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D 6% Senior Preferred Stock will not bear interestis issued. Dividends payable on the Series D 6% Senior Preferred Stock for each full dividend period will be computed by annualizing the dividend rate and dividing by four. Dividends payable for the first dividend period and any period greater or less than a full dividend period will be computed on the basis of actual daysa 360-day year consisting of twelve 30-day months. Dividends payable on the Series D The 6% Senior Preferred Stock for each will not be entitled to any dividend, whether payable in cash, property or stock, in excess of full dividend period cumulative dividends. No interest, or sum of money in lieu of interest, will be computed by dividing the annual dividend rate by four.
(b) Except as provided payable in the next sentence, no dividend will respect of any accrued and unpaid dividends. No full dividends may be declared or paid or funds set apart for the payment of dividends on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient securities except for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in fullSenior Dividend Securities, then any dividends declared on the Series D Preferred Stock if any, for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for such payment on the 6% Senior Preferred Stock. If full dividends are not so paid, the 6% Senior Preferred Stock shall share dividends pro rata with the Parity Dividend Securities so that in all outstanding shares cases the amount of dividends declared per share on the Series D 6% Senior Preferred Stock and any Parity Stock, (ii) sufficient funds have been Dividend Securities bear to each other the same ratio that the accumulated dividends per share on the shares of 6% Senior Preferred Stock and Parity Dividend Securities bear to each other. No dividends may be paid or set apart for the such payment on Junior Dividend Securities (except dividends on Junior Dividend Securities in additional shares of the dividend Junior Dividend Securities) and no Junior Dividend Securities may be repurchased, redeemed or otherwise acquired nor may funds be set apart for the current dividend period payment with respect to thereto, if full dividends have not been paid on the Series D 6% Senior Preferred Stock and any Parity Stock and (iii) Stock. Notwithstanding the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock21 foregoing, the Company may not declare any dividends on any redeem, purchase or otherwise acquire Junior StockDividend Securities (a) by conversion into, exchange for, or make any payment on account out of the cash proceeds from the exercise of Exchange Warrants or the substantially concurrent offering of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, Dividend Securities or (yb) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by business pursuant to the Board of Directors of the Company, for the purpose terms of any employee stock incentive or benefit plan of adopted by the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockBoard.
Appears in 2 contracts
Sources: Restructuring Agreement (Deeptech International Inc), Restructuring Agreement (Tatham Offshore Inc)
Dividends. (a) Holders of In the event that a distribution with respect to the shares of Series D REIT I Common Stock or REIT I Preferred Stock will permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of REIT I Common Stock or REIT II Preferred Stock, as applicable, on the Closing Date immediately prior to the REIT Merger Effective Time. In the event that a distribution with respect to the shares of REIT II Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be paid to the holders of such shares of REIT II Common Stock on the Closing Date immediately prior to the REIT Merger Effective Time. After the signing of this Agreement and before the REIT Merger Effective Time, REIT I shall coordinate with REIT II with respect to the declaration of, and the setting of record dates and payment dates for dividends on REIT I Common Stock so that (i) holders of REIT I Common Stock do not receive dividends on both REIT I Common Stock and REIT II Common Stock received in the REIT Merger, or (ii) the holders of the REIT II OP Units do not receive distributions on the REIT II OP Units and the REIT I OP Units received in the Partnership Merger, as applicable, in respect of a single distribution period or fail to receive a dividend on either REIT I Common Stock or REIT II Common Stock received in the REIT Merger, or REIT II OP Units and REIT I OP Units received in the Partnership Merger, as applicable, in respect of a single distribution period or (iii) do not receive both a dividend permitted by the proviso to Section 6.1(b)(iii) on REIT I Common Stock and a dividend on REIT II Common Stock received in the REIT Merger or fail to receive either a dividend permitted by the proviso 76
(b) In the event that REIT I shall declare or pay any dividend or other distribution that is expressly permitted pursuant to the proviso at the end of Section 6.1(b)(iii), it shall notify REIT II at least twenty (20) days prior to the Closing Date, and REIT II shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 declare a dividend per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on REIT II Common Stock and REIT II OP Units, in an amount per share of REIT II Common Stock or per REIT II OP Unit equal to the stock records quotient obtained by dividing (x) the dividend declared by REIT I with respect to each share of REIT I Common Stock by (y) the Company Exchange Ratio. In the event that REIT II shall declare or pay any dividend or other distribution that is expressly permitted pursuant to the proviso at the close end of business on such record datesSection 6.2(b)(iii), not more than 60 it shall notify REIT I at least twenty (20) days nor less than 10 days preceding prior to the payment dates thereofClosing Date, as and REIT I shall be fixed entitled to declare a dividend per share payable to holders of REIT I Common Stock and REIT I OP Units, in an amount per share of REIT I Common Stock or per REIT I OP Unit equal to the quotient obtained by multiplying (x) the Board dividend declared by REIT II with respect to each share of Directors of REIT II Common Stock by (y) the CompanyExchange Ratio. Dividends will accrue from the The record date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the and time and payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared date and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock time for any dividend period and on any Parity Stock will be declared ratably in proportion payable pursuant to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(cthis Section 7.8(b) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect prior to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockClosing Date.
Appears in 2 contracts
Sources: Merger Agreement (Griffin Capital Essential Asset REIT II, Inc.), Merger Agreement (Griffin Capital Essential Asset REIT, Inc.)
Dividends. 2.1 From and after July 1, 2016 (a) Holders and, for the avoidance of shares doubt, including July 1, 2016), the holders of the Series D J Preferred Stock will shall be entitled to receive, prior in preference to the holders of any Junior Stock, out of funds legally available therefor, dividends on each share of Series J Preferred Stock at a rate equal to fifteen percent (15%) of the Series J Original Issue Price thereof per annum plus all accumulated and unpaid dividends thereon payable when, as and if declared by the Corporation’s Board of Directors or upon a Liquidation Event, redemption, repurchase or conversion of the Company and only with Series J Preferred Stock (“Dividend Payment Event”). Such dividends shall be cumulative. All dividends accruing on the consent Series J Preferred Stock shall be paid by the issuance of PNC Bank, N.A. or any successor lender thereto, out additional shares of funds Series J Preferred Stock (including fractional shares) in an amount equal in number to the aggregate amount of the Company legally available for paymentdividend to be paid divided by the Series J Original Issue Price (“Accruing Dividend Shares”). When Accruing Dividend Shares are issued pursuant to this Section 2.1, subject such shares shall be deemed to the prior be validly issued and superior rights outstanding and fully paid and non-assessable. The amount of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 payable per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D J Preferred Stock for any period greater or less shorter than a full dividend period will year shall be computed ratably on the basis of actual daystwelve (12) thirty (30) day months and a three-hundred sixty (360) day year. Dividends payable on Notwithstanding the foregoing, if any of the representations, warranties or agreements set forth in that certain Comfort Letter, effective March 31, 2016, from the Corporation to DMRJ Group LLC and Montsant Partners LLC is or becomes breached or is or becomes false or misleading in any respect, then the dividend rate otherwise applicable hereunder, as set forth in the preceding paragraph, shall be increased by an additional fourteen percent (14%) per annum (prorated for partial years), not to exceed the maximum amount (if any) permitted by law.
2.2 Subject to the preferences that may be applicable to any other Series D of Preferred Stock for each full dividend period will be computed by dividing then outstanding, the annual dividend rate by four.
(b) Except as provided in the next sentenceCorporation shall not declare, no dividend will be declared pay or paid set aside any dividends on any Parity shares of Common Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares holders of the Series D J Preferred Stock then outstanding shall simultaneously receive a dividend on each outstanding share of Series J Preferred Stock in an amount at least equal to that dividend per share of Series J Preferred Stock as would equal the product of (i) the dividend payable on each share of Common Stock and (ii) the number of shares of Common Stock issuable upon conversion of a share of Series J Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend.”
3. The first sentence of Section 3.1 is hereby deleted in its entirety and replaced with the following sentence: “Subject to the preferences that may be applicable to any other Series of Preferred Stock then outstanding, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation (a “Liquidation Event”), the holders of shares of Series J Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders before any payment shall be made to the holders of Junior Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) the Series J Original Issue Price (as defined below), plus any accrued but unpaid dividends thereon, whether or not declared, and (ii) such amount per share as would have been payable had all shares of Series J Preferred Stock been converted into Common Stock pursuant to Section 5 immediately prior to such Liquidation Event.”
Section 3.1 is also hereby amended by adding the following as the new last sentence thereof: “At the option of holders of a majority of the outstanding Series J Preferred Stock, (i) a consolidation or merger of the Corporation with or into another entity or person, or any other corporate reorganization, in which the stockholders of the Corporation immediately prior to such consolidation, merger or reorganization do not hold at least a majority of the resulting or surviving entities voting power immediately following such consolidation, merger or reorganization (solely in respect of their equity interests), or (ii) a sale or transfer of all or substantially all of the Corporation’s assets for cash, securities or other property, shall be deemed to be a Liquidation Event.”
Section 4.1 is hereby amended to add the following at the end thereof: “Notwithstanding the foregoing, with respect to any Major Transaction (as defined below) that is approved by the Corporation’s board of directors and presented to the stockholders of the Corporation for their action or consideration at any meeting of stockholders of the Corporation (or, if applicable, by written consent of stockholders in lieu of meeting) (a “Major Transaction Stockholder Vote”), each holder of outstanding shares of Series J Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series D J Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment held by such holder are convertible as of the dividend record date for the current dividend period with respect determining stockholders entitled to vote on such matter (irrespective of whether any such conversion would result in economic gain or loss to the Series D Preferred Stock holder) and shall be entitled to notice of any Parity Stock and (iii) such meeting of stockholders in accordance with the Company is not in default By-Laws of the Corporation. Except as provided by law or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement ofas otherwise provided herein, or with respect to any sinking or other analogous fund forMajor Transaction Stockholder Vote, the holders of Series D J Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection shall vote together with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition holders of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockas a single class.”
Appears in 2 contracts
Sources: Credit Agreement and Note and Warrant Purchase Agreement (Implant Sciences Corp), Secured Term Notes (Implant Sciences Corp)
Dividends. (a) Holders The holders of shares of Series F Preferred Stock shall be entitled to receive in preference to the holders of any and all other classes of Preferred Stock and Common Stock, when and if declared by the Board of Directors, out of funds legally available therefor, cumulative dividends on such Series F Preferred Stock in cash at the rate per annum of $0.163 per share from the Issuance Date (as defined below), subject to proration for partial years on the basis of a 365-day year (the “Series F Preferred Dividends”). The holders of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock will and the Series E Preferred Stock (collectively, the “Junior Preferred Stock”) shall be entitled to receive, whenpari passu with respect to each such series of Junior Preferred Stock and in preference to the Junior Stock (as defined in Section A.12), when as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stocktherefore, cumulative dividends on such Preferred Stock in cash dividends at the rate per annum of $0.60 0.036 per share of with respect to the Series D A Preferred Stock. Dividends on , $0.052 per share with respect to the Series D B Preferred Stock will be payable quarterly in arrears on the last calendar day of AprilStock, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable $0.051 per share with respect to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D C Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period $0.146 per share with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears $0.154 per share with respect to the mandatory Series E Preferred Stock, from the Issuance Date, subject to proration for partial years on the basis of a 365 day year (collectively, the “Junior Preferred Dividends” and together with the Series F Preferred Dividends, the “Preferred Dividends”). As to each share of Preferred Stock, the date on which such share of Preferred Stock was issued by the Corporation is referred to as the “Issuance Date.” The Series F Preferred Dividends and the Junior Preferred Dividends will accumulate commencing as of the applicable Issuance Date and shall be cumulative and compounded annually, to the extent unpaid, whether or optional not they have been declared and whether or not the Corporation may legally pay the dividends. No dividends on the Junior Preferred Stock shall be paid or set apart for payment unless, at the same time, a like proportionate dividend shall be paid or set apart to all shares of Junior Preferred Stock then outstanding. Dividends paid in an amount less than the total amount of such dividends at the time accumulated and payable on all outstanding shares of Junior Preferred Stock shall be allocated pro rata based upon the relative cumulative and unpaid dividends on all such shares at the time outstanding. So long as any shares of Series F Preferred Stock are outstanding and the Series F Preferred Dividends have not been paid in full in cash, (a) no dividend whatsoever (other than stock dividends) shall be paid or declared, and no distribution shall be made on any shares of the Junior Preferred Stock or the Junior Stock; and (b) except as provided in Section A.8(g)(iv), no shares of Common Stock or other shares of Junior Stock shall be repurchased, redeemed or acquired by the Corporation and no monies shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or mandatory repurchase acquisition thereof. So long as any shares of Junior Preferred Stock are outstanding and the Junior Preferred Dividends have not been paid in full in cash, (a) no dividend whatsoever (other than stock dividends) shall be paid or declared, and no distribution shall be made on any shares of the Junior Stock; and (b) except as provided in Section A.8(g)(iv), no shares of Common Stock or other mandatory retirement ofshares of Junior Stock shall be repurchased, redeemed or acquired by the Corporation and no monies shall be paid into or set aside or made available for a sinking fund for the purchase, redemption or acquisition thereof. In addition to the Preferred Dividends, the holders of Preferred Stock shall be entitled to receive, together with respect the Series 1 Stock, out of funds legally available therefor, any dividends declared on the Common Stock (treating each share of Preferred Stock or Series 1 Stock as being equal to the number of shares of Common Stock into which each such share of Preferred Stock or Series 1 Stock would be converted if it were converted pursuant to the provisions of Section A.6 hereof with such number determined as of the record date for the determination of holders of Common Stock entitled to receive such dividends). All numbers relating to the calculation of dividends pursuant to this Section A.3 shall be subject to equitable adjustment in the event of any sinking stock split, combination, reorganization, recapitalization, reclassification or other analogous fund forsimilar event involving a change in the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Series E Preferred Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Series F Preferred Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Series 1 Stock.
Appears in 2 contracts
Sources: Series F Preferred Stock Purchase Agreement (GlassHouse Technologies Inc), Series F Preferred Stock Purchase Agreement (GlassHouse Technologies Inc)
Dividends. (a1) Holders of shares of the Series D F Preferred Stock will be are entitled to receive, when, as as, and if declared authorized by the Board of Directors of and declared by the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company Corporation legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdividends, cumulative cash dividends at the rate of 6.70% of the Liquidation Preference (as defined below) per annum per share (equivalent to an annual rate of $0.60 1.675 per share of Series D Preferred Stockshare). Dividends on the Series D F Preferred Stock will shall accrue daily, shall accrue and be cumulative from [___], 2013 (the “Original Issue Date”) and shall be payable quarterly monthly in arrears on the last calendar 15th day of Aprileach month (each a “Dividend Payment Date”) commencing [___] 15, July2013; provided that if any Dividend Payment Date is not a Business Day (as defined below), October and January of each year, commencing July 31, 2000 (and in then the case of any accumulated and unpaid dividends not dividend which would otherwise have been payable on such Dividend Payment Date may be paid on the corresponding next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date and no interest or additional dividends or other sum shall accrue on the amount so payable for the period from and after such Dividend Payment Date to such next succeeding Business Day. The period from and including the Original Issue Date to but excluding the first Dividend Payment Date, and each subsequent period from and including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date, is hereafter called a “Dividend Period.” Any dividend payment datepayable on the Series F Preferred Stock, at such additional times including dividends payable for any partial dividend period, will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided that the dividend per share payable on the first Dividend Payment Date, which shall be [___] 15, 2013, will be equal to the sum of (1) the regular monthly dividend per share plus (2) the pro rated portion of the regular monthly dividend per share which shall be calculated based on the number of days from and for such interim periodsincluding the Original Issue Date to but excluding [___] 15, if any, as determined by 2013 (computed on the Board basis of Directorsa 360-day year consisting of twelve 30-day months). Each such dividend Dividends will be payable to holders of record as they appear on in the stock records of the Company Corporation at the close of business on such the applicable record datesdate, not more than 60 days nor less than 10 days preceding the payment dates thereof, as which shall be fixed by the Board of Directors first day of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such datecalendar month, whether or not a Business Day, in which the applicable Dividend Payment Date falls (each, a “Dividend Record Date”). Notwithstanding any dividend period or periods there shall be funds of provision to the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided contrary contained in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares these terms of the Series D F Preferred Stock, each outstanding share of Series F Preferred Stock shall be outstandingentitled to receive, unless (i) full cumulative dividends and shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stockreceive, (ii) sufficient funds have been paid or set apart for the payment of the a dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, Dividend Record Date equal to the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for greatest amount payable as a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph dividend with respect to any Parity Stockother share of Series F Preferred Stock which is outstanding on such date. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not The dividends payable on any Dividend Payment Date shall include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights accrued to holders of Junior Stock to subscribe for or purchase any Junior Stockbut excluding such Dividend Payment Date.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (American Realty Capital Properties, Inc.), Agreement and Plan of Merger (American Realty Capital Trust IV, Inc.)
Dividends. (a) Holders The holders of shares of the then outstanding Series D A Preferred Stock will Shares shall be entitled to receive, when, when and as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, Trustees out of any funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stocktherefor, cumulative cash dividends at the rate per annum of $0.60 2.34375 per share per year, payable in equal amounts of Series D Preferred Stock. Dividends $.5859375 per share quarterly in cash on the Series D Preferred Stock will be payable quarterly in arrears on fifteenth day, or the last calendar day next succeeding Business Day, of January, April, July, July and October and January of in each year, commencing beginning July 3117, 2000 1995 (each such day being hereinafter called a "Quarterly Dividend Date" and in the case of any accumulated and unpaid dividends not paid each period ending on the corresponding dividend payment datea Quarterly Dividend Date being hereinafter called a "Dividend Period"), at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders shareholders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, date as shall be fixed by the Board of Directors Trustees at the time of declaration of the Companydividend (the "Record Date"), which shall be not less than 10 nor more than 30 days preceding the Quarterly Dividend Date. The amount of any dividend payable for the initial Dividend Period and for any other Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of a 360-day year of twelve 30-day months. Dividends will on each share of Series A Preferred Shares shall accrue and be cumulative from and including the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateissue thereof, whether or not in (i) dividends on such shares are earned or declared or (ii) on any dividend period or periods Quarterly Dividend Date there shall be funds of the Company legally available for the payment of such dividends. Accumulations Dividends paid on the Series A Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding. The amount of any dividends accrued on any Series A Preferred Shares at any Quarterly Dividend Date shall be the amount of any unpaid dividends accumulated thereon, to and including such Quarterly Dividend Date, whether or not earned or declared, and the amount of dividends accrued on any shares of Series D A Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for Shares at any period greater or less date other than a full dividend period will Quarterly Dividend Date shall be computed equal to the sum of the amount of any unpaid dividends accumulated thereon, to and including the last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) of $2.34375 for the period after such last preceding Quarterly Dividend Date to and including the date as of which the calculation is made based on a 360-day year of twelve 30-day months. Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund forthese Articles, the Series D A Preferred Stock Shares shall not be entitled to participate in the earnings or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock assets of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockTrust .
Appears in 2 contracts
Sources: Merger Agreement (Equity Residential Properties Trust), Merger Agreement (Equity Residential Properties Trust)
Dividends. (a) Holders of shares of Dividends on the Series D F Preferred Stock will be entitled to receivepayable semi-annually in arrears, when, as and if declared authorized by the Board of Directors of and declared by the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, Corporation out of funds of the Company legally available for paymentfunds, subject on a non-cumulative basis on the $10,000 per share liquidation preference, at an annual rate equal to 9%. Subject to the prior and superior rights of Senior Stockforegoing, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October December 1 and January June 1 of each yearyear (each, a “Dividend Payment Date”), commencing July 31with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periodsor, if anyany such day is not a business day, as determined by the Board of Directors)next business day. Each such dividend will be payable to holders of record as they appear on the Corporation’s stock records register on the fifteenth day of the Company at month prior to the close of business on such record dates, not more than 60 days nor less than 10 days preceding month in which the payment dates thereof, as shall be fixed by the Board of Directors of the Companyrelevant Dividend Payment Date occurs. Dividends will accrue Each period from and including a Dividend Payment Date (or the date of the original issuance of the Series D F Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of ) to but excluding the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interestfollowing Dividend Payment Date is herein referred to as a “Dividend Period”. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period each Dividend Period will be computed on the basis of actual daysa 360-day year consisting of twelve 30-day months. Dividends payable If a scheduled Dividend Payment Date falls on a day that is not a business day, the dividend will be paid on the Series D Preferred Stock next business day as if it were paid on the scheduled Dividend Payment Date, and no interest or other amount will accrue on the dividend so payable for each full the period from and after that Dividend Payment Date to the date the dividend period will be computed by dividing the annual dividend rate by fouris paid.
(b) Except as provided in Dividends on the next sentence, no dividend Series F Preferred Stock will be declared non-cumulative. If for any reason the Board of Directors does not authorize and the Corporation does not declare full cash dividends on the Series F Preferred Stock for a Dividend Period, the Corporation will have no obligation to pay any dividends for that period, whether or paid not the Board of Directors authorizes and the Corporation declares dividends on the Series F Preferred Stock for any subsequent Dividend Period. The Corporation is not obligated to and will not pay holders of the Series F Preferred Stock any dividend in excess of the dividends on the Series F Preferred Stock that are payable as described above. There is no sinking fund with respect to dividends.
(c) The Series F Preferred Stock created hereby shall rank equally, as to dividends, with the Corporation’s Series C 9% Non-Cumulative Perpetual Convertible Preferred Stock (the “Series C Preferred Stock”), Series D 9% Non-Cumulative Perpetual Convertible Preferred Stock (the “Series D Preferred Stock”) and Series E 9% Non-Cumulative Perpetual Convertible Preferred Stock (the “Series E Preferred Stock”). The Corporation may not declare or pay or set apart for payment full dividends on any Parity series of preferred stock ranking, as to dividends, equally with or junior to the Series F Preferred Stock unless full cumulative dividends have been the Corporation has previously declared and paid or are set apart for payment, or the Corporation contemporaneously declared declares and funds sufficient pays or sets apart for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued payment, full dividends on the Series D F Preferred Stock for all prior periods have the most recently completed Dividend Period. When dividends are not been paid in full, then any dividends declared full on the Series D F Preferred Stock and any series of preferred stock ranking equally as to dividends, all dividends upon the Series F Preferred Stock and such equally ranking series will be declared and paid pro rata. For purposes of calculating the pro rata allocation of partial dividend payments, the Corporation will allocate dividend payments based on the ratio between the then-current dividend payments due on shares of Series F Preferred Stock and the aggregate of the current and accrued dividends due on any equally ranking series. The Corporation will not pay interest or any sum of money instead of interest on any dividend payment that may be in arrears on the Series F Preferred Stock. Unless the Corporation has paid or declared and set aside for payment full dividends on the Series F Preferred Stock for the most recently completed Dividend Period, the Corporation will not: · declare or make any dividend period and payment or distribution on any Parity junior ranking stock, other than a dividend paid in junior ranking stock, or · redeem, purchase, otherwise acquire or set apart money for a sinking fund for the redemption of any junior or equally ranking stock, except by conversion into or exchange for junior ranking stock. As used herein, “junior to the Series F Preferred Stock,” “junior ranking stock” and like terms refer to the Corporation’s Common Stock will be declared ratably and any other class or series of the Corporation’s capital stock over which the Series F Preferred Stock has preference or priority in proportion the payment of dividends or in the distribution of assets on the Corporation’s liquidation, dissolution or winding up, and “equally ranking” and like terms refer to accumulated and unpaid dividends on the Series C Preferred Stock, the Series D Preferred Stock and such Parity the Series E Preferred Stock.
(c) So long as the shares , and any other class or series of the Corporation’s capital stock that ranks on a parity with the Series D F Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for in the payment of dividends or in the dividend for distribution of assets on the current dividend period with respect Corporation’s liquidation, dissolution or winding up. Subject to the Series D Preferred Stock conditions described above, and any Parity Stock and not otherwise, dividends (iii) the Company is not payable in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement ofcash, stock, or with respect to any sinking or other analogous fund forotherwise), the Series D Preferred Stock or any Parity Stock, the Company as may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved be determined by the Board of Directors or a duly authorized committee of the CompanyBoard of Directors, for may be declared and paid on the purpose Corporation’s Common Stock and any other stock ranking equally with or junior to the Series F Preferred Stock from time to time out of any employee incentive or benefit plan assets legally available for such payment, and the holders of the Company. The limitations Series F Preferred Stock will not be entitled to participate in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockthose dividends.
Appears in 2 contracts
Sources: Amendment Agreement (Midland States Bancorp, Inc.), Amendment Agreement (Midland States Bancorp, Inc.)
Dividends. (a) Subject to the rights of Holders of shares any class of capital stock ranking senior to the Series D A-1 Preferred Stock will with respect to dividends, Holders shall be entitled to receive, when, as and if declared by the Board of Directors and to the extent lawful, cumulative dividends at a rate per year of 5.250% of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject Initial Liquidation Preference (equivalent to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate $5.25 per annum of $0.60 year per share of Series D A-1 Preferred Stock. Dividends on the Series D Preferred ), payable in cash, by delivery of shares of Common Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case or by delivery of any accumulated combination of cash and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if anyshares of Common Stock, as determined by the Board of DirectorsCorporation in its sole discretion (subject to the limitations described in Section 4). Each such dividend will Declared dividends on the Series A-1 Preferred Stock shall be payable to holders of record as they appear quarterly on the stock records of the Company each Dividend Payment Date at the close of business on such record datesannual rate, not more than 60 days nor less than 10 days preceding the payment dates thereof, as and dividends shall be fixed by the Board of Directors of the Company. Dividends will accrue accumulate from the most recent date of as to which dividends shall have been paid or, if no dividends have been paid, from the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateInitial Issue Date, whether or not declared or in any dividend period Dividend Period or periods Dividend Periods, as the case may be, there shall be have been funds or shares of the Company Common Stock legally available for the payment of such dividends. Accumulations Dividends will be payable on a Dividend Payment Date to Holders that are Record Holders on the Regular Record Date immediately preceding such Dividend Payment Date, but only to the extent a dividend has been declared to be payable on such Dividend Payment Date, except that dividends payable on the Mandatory Conversion Date will be payable to the Holders presenting the Series A-1 Preferred Stock for conversion. If any Dividend Payment Date is not a Business Day, the dividend payable on such date shall be paid on the next Business Day without any adjustment, interest or other penalty in respect of dividends such delay. Dividends payable on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D A-1 Preferred Stock for each full dividend period will Dividend Period shall be computed by dividing the annual dividend rate by four. Dividends payable on shares of Series A-1 Preferred Stock for any period other than a full Dividend Period shall be based on the number of days elapsed during such Dividend Period and computed on the basis of a 360-day year consisting of twelve 30-day months. Accumulated dividends on shares of Series A-1 Preferred Stock shall not bear interest if they are paid subsequent to the applicable Dividend Payment Date.
(b) Except as provided in the next sentence, no No dividend will shall be declared or paid on upon, or any Parity sum set apart for the payment of dividends upon, any outstanding share of the Series A-1 Preferred Stock with respect to any Dividend Period unless full cumulative all dividends for all preceding Dividend Periods shall have been declared and paid paid, or are contemporaneously declared and funds a sufficient sum has been set apart for the payment set aside on of such dividends, upon all outstanding shares of Series A-1 Preferred Stock. No dividend shall be paid unless and until the Board of Directors declares a dividend payable with respect to the Series D A-1 Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) Holders shall not be entitled to any dividends on the Series A-1 Preferred Stock, whether payable in cash, shares of Common Stock or any combination thereof, in excess of full cumulative dividends.
(i) So long as the shares any share of the Series D A-1 Preferred Stock remains outstanding:
(A) no dividend or distribution shall be outstanding, unless (i) full cumulative dividends shall have been declared or paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Common Stock or any Parity Stock, the Company may not declare any dividends on any other shares of Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include except dividends payable solely in shares of Common Stock;
(B) no dividend or distribution shall be declared or paid on Parity Stock, except as set forth in this Section 3(d); and
(C) no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its Subsidiaries, unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period, on all outstanding shares of Series A-1 Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the Holders on the applicable Regular Record Date).
(ii) The limitations set forth in Section 3(d)(i) shall not apply to:
(A) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan in the ordinary course of business (including purchases of shares of Common Stock in lieu of tax withholding and purchases of shares of Common Stock to offset the Share Dilution Amount pursuant to a publicly announced repurchase plan); provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount;
(B) any dividends or distributions of rights or Junior Stock in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan;
(C) the acquisition by the Corporation or any of its Subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other Persons (other than for the beneficial ownership by the Corporation or any of its Subsidiaries), including as trustees or custodians; and
(D) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation preference) or Junior Stock and, in each case, the payment of cash solely in lieu of fractional shares. When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the Holders thereof on the applicable Regular Record Date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon the Series A-1 Preferred Stock and any shares of Parity Stock, all dividends declared on Series A-1 Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared and paid pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Series A-1 Preferred Stock and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors out of funds of the Corporation lawfully available and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors determines not to pay any dividend or a full dividend on a Dividend Payment Date, the Corporation will provide a 10 Business Days’ written notice to the Holders prior to such Dividend Payment Date. Subject to the foregoing, dividends (payable in cash, securities or other property) as may be determined by the Board of Directors may be declared and paid on any securities of the Corporation, including Common Stock and other Junior Stock, or from time to time out of any funds of the Corporation lawfully available for such payment, and Holders shall not be entitled to participate in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stocksuch dividends.
Appears in 2 contracts
Sources: Merger Agreement (Envision Healthcare Holdings, Inc.), Merger Agreement (Amsurg Corp)
Dividends. (a) Holders of shares of Series D A Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, a duly authorized committee thereof out of funds of the Company Corporation legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdividends, cumulative cash dividends at the rate of 6.49% per annum per share on the initial liquidation preference of $0.60 100.00 per share (equivalent to $6.49 per annum per share of Series D A Preferred Stock). Dividends on the Series D A Preferred Stock will shall be payable quarterly in arrears on the last calendar day of AprilMarch 31, JulyJune 30, October September 30 and January December 31 of each year, commencing July 31[September 30, 2000 1999] (and each a "Dividend Payment Date"). If any date on which dividends would otherwise be payable is a Saturday, Sunday or a day on which banking institutions in the case State of any accumulated New York are authorized or obligated by law or executive order to close, then the dividends otherwise payable on such date shall instead be payable on the next succeeding business day. Dividends on shares of the Series A Preferred Stock shall be fully cumulative and shall accumulate (whether or not earned or declared and whether or not the Corporation has funds legally available for the payment of dividends), on a daily basis, without interest, from the previous Dividend Payment Date, except that the first dividend shall accrue, without interest, from the date of initial issuance of the Series A Preferred Stock. Accumulated and unpaid dividends shall not paid on the corresponding dividend payment datebear interest. Dividends shall be payable, at such additional times and for such interim periodsin arrears, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on in the stock records of the Company Corporation at the close of business on such the applicable record datesdate, not more than 60 days nor less than 10 days preceding the payment dates thereof, as which shall be fixed the 15th day of the calendar month in which the applicable Dividend Payment Date falls or such other date designated by the Board of Directors of the CompanyCorporation for the payment of dividends that is not more than 30 nor less than 10 days prior to such Dividend Payment Date. Dividends will accrue from Any dividend payable on the Series A Preferred Stock for any dividend period that is shorter or longer than a full quarterly period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. If, prior to 18 months after the date of the original issuance of the Series D A Preferred Stock. Dividends will be cumulative from such date, whether one or not in any dividend period or periods there shall be funds more amendments to the Internal Revenue Code of 1986, as amended (the "Code"), are enacted that change the percentage of the Company legally available for dividends received deduction (currently 70%) as specified in section 243(a)(1) of the payment Code or any successor provision (the "Dividends Received Percentage"), the amount of such dividends. Accumulations of dividends on shares each dividend payable (if declared) per share of Series D Preferred Stock will not bear interest. Dividends payable on the Series D A Preferred Stock for any period greater dividend payments made on or less than a full dividend period after the effective date of such change in the Code will be computed on adjusted by multiplying the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment amount of the dividend for payable described above (before adjustment) by the current dividend period with respect factor determined by the following formula (the "DRD Formula"), and rounding the result to the Series D Preferred Stock and any Parity Stock and nearest cent (iiiwith one-half cent rounded up):
1- . 35(1-.70) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c------------- 1- .35(1-DRP), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Devon Energy Corp /Ok/), Agreement and Plan of Merger (Pennzenergy Co)
Dividends. (a) Holders Subject to the preferential rights of the holders of any Senior Securities, the holders of shares of the Series D A Preferred Stock will be are entitled to receive, when, as as, and if declared authorized by the Board of Directors of and declared by the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company Corporation legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdividends, cumulative cash preferential dividends at the rate of 5% per annum of based on the $0.60 [·] per share liquidation preference (as may be adjusted for stock splits, recapitalizations, combinations, reclassifications and similar events which affect the shares of Series D Preferred Stock. Dividends on the Series D A Preferred Stock will as provided in Section 6 below) with such rate increasing by 2% (to a rate of 7% per annum) on [·], 2021, and increasing by an additional 1% (to a rate of 8% per annum) on [·], 2022 until all of the outstanding shares of Series A Preferred Stock are redeemed as provided in Section 6. Such dividends shall accrue annually from the first date on which any Series A Preferred Stock is issued (the “Original Issue Date”) and shall be payable to holders (a) for the period from the Original Issue Date to [December 31, 2019] on [January 15, 2020], and (b) for each quarterly distribution period thereafter, quarterly in equal amounts in arrears on the last calendar 15th day of each [January, April, JulyJuly and October] (each a “Dividend Payment Date”) commencing on [January 15, October and January of each year2020]; provided that if any Dividend Payment Date is not a Business Day (as defined below), commencing July 31, 2000 (and in then the case of any accumulated and unpaid dividends not dividend which would otherwise have been payable on such Dividend Payment Date may be paid on the corresponding next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date in each case and no interest or additional dividends or other sums shall accrue on the amount so payable for the period from and after such Dividend Payment Date to such next succeeding Business Day. The period from and including the Original Issue Date to but excluding the first Dividend Payment Date, and each subsequent period from and including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date, is hereafter called a “Dividend Period.” Any dividend payment datepayable on the Series A Preferred Stock for any Dividend Period, at such additional times and including dividends payable for such interim periodsany partial Dividend Period, if any, as determined by will be computed on the Board basis of Directors)a 360-day year consisting of twelve 30-day months. Each such dividend Dividends will be payable to holders of record as they appear on in the stock records of the Company Corporation at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, applicable Dividend Record Date (as herein defined). “Dividend Record Date” shall be fixed mean the date designated by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will that is not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less more than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared 30 and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all not fewer than 10 days prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockapplicable Dividend Payment Date.
Appears in 2 contracts
Sources: Internalization Agreement (Carey Watermark Investors 2 Inc), Internalization Agreement (Carey Watermark Investors Inc)
Dividends. (a) Holders of So long as any shares of Series D A Preferred Stock or Series B Preferred are outstanding, the holders of such shares will be entitled to receivereceive out of the Corporation’s assets legally available therefor, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC BankBoard, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash preferential dividends at the a rate per annum of $0.60 equal to 4.0% (the “Dividend Rate”) on the then-effective Liquidation Preference per share for such share hereunder, payable in cash. Subject to Section 5(f), such dividends with respect to each share of Series D A Preferred Stock. Dividends on the and Series D Preferred Stock B Preferred, as applicable, will be payable quarterly in arrears on fully cumulative and will begin to accrue from the last calendar day Issue Date of Aprilsuch share, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid whether or not such dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined are authorized or declared by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, and whether or not in any dividend period Dividend Period or periods Dividend Periods there shall be funds are assets of the Company Corporation legally available for the payment of such dividends. Accumulations of dividends .
(b) Dividends on the shares of Series D A Preferred Stock and Series B Preferred will not bear interest. Dividends be payable quarterly in equal amounts (subject to Section 3(d) hereunder with respect to shorter periods, including the first such period with respect to newly issued shares of Series A Preferred or Series B Preferred) in arrears on each Dividend Payment Date, in preference to and in priority over dividends on any Junior Stock, commencing on the first Dividend Payment Date after the Issue Date of such share of Series D A Preferred Stock for any period greater or less than a full dividend period Series B Preferred, as applicable. Subject to Section 3(f), such dividends will be computed paid to the holders of record of the shares of Series A Preferred and Series B Preferred, as applicable, as they appear at the close of business on the basis applicable Dividend Record Date. The amount payable as dividends on such Dividend Payment Date will be payable in cash, unless such payment is prohibited under statutory law.
(c) All dividends paid with respect to shares of actual daysSeries A Preferred and Series B Preferred pursuant to Section 3(a) will be paid pro rata to the holders thereof and will first be credited against the dividends accrued with respect to the earliest Dividend Period for which dividends have not been paid. Dividends Dividend payments will be aggregated per holder and will be made to the nearest cent (with $0.005 being rounded upward).
(d) The amount of dividends payable on the per share of Series D A Preferred Stock and Series B Preferred for each full dividend period Dividend Period will be computed by dividing the annual dividend rate amount for such share by four. The amount of dividends payable for the initial Dividend Period, or any other period shorter or longer than a full Dividend Period, on a share of Series A Preferred or Series B Preferred, as applicable, will be computed on the basis of twelve 30-day months and a 360-day year. No interest will accrue or be payable in respect of unpaid dividends.
(be) Except as provided Any reference to “distribution” in the next sentence, no dividend this Section 3 will not be declared or paid on deemed to include any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid distribution made in full, then connection with any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity StockLiquidation.
(f) Notwithstanding any other provision hereof, in no event will a dividend payable under Section 3(a) be paid in respect of any share of Series A Preferred or Series B Preferred that has been converted prior to the applicable Dividend Payment Date pursuant to Section 5(b) or (c) So long as if such dividend was included in the shares calculation of the Series D Preferred Stock shall be outstanding, unless clause (i) full cumulative dividends shall have been paid of Section 5(b) or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c5(c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockas applicable.
Appears in 2 contracts
Sources: Investment Agreement (Dana Corp), Investment Agreement (Dana Corp)
Dividends. (a) Holders of shares of Series D Preferred Stock will shall be entitled to receive, and the Corporation shall pay, dividends on shares of the Series A Non-Voting Preferred Stock (on an as-if-converted-to-Common-Stock basis, without regard to the Beneficial Ownership Limitation (as defined below)) equal to and in the same form, and in the same manner, as dividends (other than dividends on shares of the Common Stock payable in the form of Common Stock) actually paid on shares of the Common Stock when, as and if declared by such dividends (other than dividends payable in the Board form of Directors Common Stock) are paid on shares of the Company Common Stock; provided, however, in no event shall Holders of Series A Non-Voting Preferred Stock be entitled to receive the “rights” distributed pursuant to that certain Contingent Value Rights Agreement dated as of October 7, 2024 by and only with between the consent of PNC BankCorporation and Broadridge Corporation Issuer Solutions, N.A. LLC a Pennsylvania limited liability company, as may be amended from time to time (the “CVR Agreement”), or any successor lender theretoamounts paid under the CVR Agreement. In addition, out of funds of the Company legally available for payment, subject Holders shall be entitled to the prior and superior rights of Senior Stock, but pari passu with Parity Stockreceive, and in preference to Junior Stockthe Corporation shall pay, cumulative cash payment-in-kind (“PIK”) dividends at the rate per annum of $0.60 per on each share of Series D A Non-Voting Preferred Stock. Dividends , accruing at a rate equal to five percent (5.0%) per annum payable in shares of Series A Non-Voting Preferred Stock on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 date that is 180 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from after the date of the original issuance of such Series A Non-Voting Preferred Stock or such earlier date that that Holder may convert any portion of the Series D A Non-Voting Preferred Stock to Common Stock. Dividends will be cumulative from such dateOther than as set forth in the previous two sentences, whether or not in any dividend period or periods there no other dividends shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends paid on shares of Series D A Non-Voting Preferred Stock will not bear interest. Dividends Stock, and the Corporation shall pay no dividends (other than dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid form of Common Stock) on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection unless it simultaneously complies with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockprevious two sentences.
Appears in 2 contracts
Sources: Share Exchange Agreement (Virios Therapeutics, Inc.), Share Exchange Agreement (Virios Therapeutics, Inc.)
Dividends. (a) Holders The holders of shares of Series D Preferred Stock will be entitled to receive, when, as and if dividends are declared by the Board of Directors of the Company and only with the consent of PNC BankDirectors, N.A. or any successor lender theretoduly authorized committee thereof, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of US$0.80 per annum of $0.60 per share of Series D Preferred Stock, to be payable in cash out of funds legally available therefor on each Dividend Payment Date, as set forth below. Dividends on the Series D Preferred Stock Declared dividends will be payable quarterly in arrears on [ ], [ ], [ ] and [ ] of each year (each, a “Dividend Payment Date”), beginning on the last calendar day first such date to occur after the Issue Date. If any of Aprilthose dates is not a Business Day, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid then such dividends not paid will be payable on the corresponding dividend payment datenext succeeding Business Day. The dividends payable on any Dividend Payment Date will accrue from the last Dividend Payment Date or, at such additional times and for such interim periodsprior to the first Dividend Payment Date, if any, as determined by the Board of Directors)Issue Date. Each such dividend Declared dividends will be payable to holders of record as they appear on in the Company’s stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date which is 30 days prior to the Dividend Payment Date; provided, that if any such date is not a Business Day, then to the holders of record on the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such datenext succeeding Business Day (each, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interesta “Dividend Payment Record Date”). Dividends payable on the Series D shares of Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by foura 360-day year consisting of twelve 30-day months.
(b) Except as provided in Dividends on the next sentenceConvertible Preferred Stock are cumulative. If the Board of Directors or any authorized committee thereof fails to declare a dividend to be payable on a Dividend Payment Date, no the dividend will be declared or paid accumulate on any Parity Stock unless full cumulative dividends have been that Dividend Payment Date until declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably forfeited upon conversion, except under the circumstances described in proportion to accumulated Section 7(c) and unpaid dividends on the Series D Preferred Stock and such Parity Stock7(f).
(c) So long as the shares The Company shall not be obligated to pay holders of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid any interest or declared and set apart for payment on all outstanding shares sum of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment money in lieu of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends interest on any Junior Stock, or make any payment dividend not paid on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary Dividend Payment Date or any other redemption late payment. If the Board of Directors or purchase an authorized committee thereof does not declare a dividend for any Dividend Payment Date, the Board of Directors or other acquisition an authorized committee thereof may declare and pay the dividend on any subsequent date, whether or not a Dividend Payment Date. The persons entitled to receive the dividend in such case will be holders of Common Preferred Stock made in as they appear on the ordinary course of business, which has been approved stock register on a date selected by the Board of Directors or an authorized committee thereof. That date must not (a) precede the date the Board of Directors or an authorized committee thereof declares the Company, for the purpose of any employee incentive dividend payable or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability (b) be more than 60 days prior to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockthat Dividend Payment Date.
Appears in 2 contracts
Sources: Merger Agreement (National Health Realty Inc), Merger Agreement (National Healthcare Corp)
Dividends. (a) Each Holder of Series P Preferred Stock, in preference and priority to the Holders of shares all other classes of stock other than Holders of the Company’s Series D M Convertible Preferred Stock will (the “Series M Preferred”) and the Series Q Convertible Preferred Stock (the “Series Q Preferred”), shall be entitled to receive, when, as with respect to each share of Series P Preferred Stock then outstanding and if declared held by the Board such Holder of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Series P Preferred Stock, but pari passu with Parity dividends, commencing from the date of issuance of such share of Series P Preferred Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of eight percent (8%) per annum of $0.60 per share the Series P Stated Value (the “Series P Preferred Dividends”); provided, however, that from and after the Company’s issuance of not less than 36,000,000 shares of Series D Preferred Stock. Dividends on Q Preferred, the Series D P Preferred Stock will dividend rate shall be payable reduced to six percent (6%) per annum. The Series P Preferred Dividends shall be cumulative, whether or not earned or declared, and shall be paid quarterly in arrears on the last calendar first day of AprilFebruary, JulyMay, October August and January of November in each year, commencing July 31, 2000 (and in . At the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors election of the Company. Dividends will accrue from the date of the original issuance of , the Series D P Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds paid by (a) issuing each Holder of the Company legally available for the payment Series P Preferred Stock such number of such dividends. Accumulations of dividends on shares of Series D P Preferred Stock will not bear interest. Dividends payable on equal to the Series D P Preferred Dividend divided by the Series P Stated Value (“PIK Shares”), or (b) cash out of legally available funds therefor. Any election by the Company to pay dividends in shares of Series P Preferred Stock or cash shall be made uniformly with respect to all outstanding shares of Series P Preferred Stock for any period greater or less than a full given dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourperiod.
(b) Except as provided in the next sentence, no dividend will No dividends shall be declared or paid on any Parity Common Stock unless full cumulative dividends have been declared and paid of the Company or are contemporaneously declared and funds sufficient for payment set aside on any other capital stock of the Company other than the Series D M Preferred Stock for and the Series Q Preferred during any fiscal year of the Company until all outstanding Series P Preferred Dividends (with respect to the current fiscal year and all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(cfiscal years) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Holders of Series D P Preferred Stock and any Parity Stock and Stock.
(iiic) In the event that the Company is not in default or in arrears with respect to shall at any time pay a dividend on the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Common Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, other class or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares series of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or capital stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stockthe Series M Preferred and the Series Q Preferred, or (y) the Company shall, at the same time, pay to each Holder of Series P Preferred Stock a dividend equal to the dividend that would have been payable to such Holder if the shares of Series P Preferred Stock held by such Holder had been converted into Common Stock acquired in connection with on the cashless exercise date of options under employee incentive or benefit plans determination of the Company or any subsidiary or any other redemption or purchase or other acquisition Holders of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability entitled to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockreceive such dividends.
Appears in 2 contracts
Sources: Voting, Consent, Amendment and Waiver Agreement (Velocity Express Corp), Consent, Amendment and Waiver Agreement (Velocity Express Corp)
Dividends. (a) Holders The holders of shares of Series D H Preferred Stock will shall be entitled to receivereceive with respect to each share of Series H Preferred Stock, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds the assets of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stocktherefor, cumulative cash preferential dividends for each Dividend Period calculated based on the then effective Liquidation Preference per share at the rate per annum equal to the greater of $0.60 (i) the Common Equivalent Rate with respect to such Dividend Period and (ii) the Accrual Rate.
(b) Prior to [ ], 2004, dividends (including accrued and unpaid dividends) shall be payable in shares of Series I Preferred Stock. On and after [ ], 2004, dividends (including accrued and unpaid dividends) shall be payable in cash; provided, that such dividends shall be payable in shares of Series I Preferred Stock to the extent that the terms of the Company's then existing indebtedness under bank credit facilities or Public Debt prohibits the payments of such dividends in cash. The number of shares of Series I Preferred Stock to be issued in circumstances when dividends are paid with shares of Series I Preferred Stock shall equal the amount of the dividend to be paid in shares of Series I Preferred Stock divided by the then effective Liquidation Preference per share of the Series D I Preferred Stock, rounded down to the nearest full share after taking into account all shares of Series H Preferred Stock owned by the holder thereof. Dividends All shares of Series I Preferred Stock issued as a dividend on the Series D H Preferred Stock will thereupon be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof.
(c) Dividends shall be payable quarterly in arrears on each March 31, June 30, September 30 and December 31, unless such day is not a Business Day, in which event such dividends shall be payable on the last calendar day of April, July, October and January of next succeeding Business Day (each yearsuch date being hereinafter referred to as a "Dividend Payment Date"), commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding first Dividend Payment Date in respect of a share of Series H Preferred Stock which is at least seven days after the issuance thereof. For shares of Series H Preferred Stock issued on _________, 1999 (the "Issue Date"), the first dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by for the Board of Directors of period from and including the Company. Dividends will accrue from Issue Date to but excluding the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such datefirst Dividend Payment Date, whether or not in any and each dividend period or periods there payment thereafter shall be funds of the Company legally available for the payment of such dividendsperiod from and including the most recent Dividend Payment Date to but excluding the first Dividend Payment Date thereafter. Accumulations of dividends on For shares of Series D H Preferred Stock will not bear interestissued subsequent to the Issue Date, the first dividend payment shall be for the period from and including the date of issuance thereof to but excluding the date of the first Dividend Payment Date thereafter, and each dividend payment thereafter shall be for the period from and including the most recent Dividend Payment Date to but excluding the first Dividend Payment Date thereafter. Dividends Each quarterly period beginning on January 1, April 1, July 1 and October 1 in each year and ending on and including the day next preceding the first day of the next such quarterly period shall be a "Dividend Period". The amount of dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will Dividend Period shall be computed by dividing the annual dividend rate by four.
. Dividends (bor amounts equal to accrued and unpaid dividends) Except as provided in the next sentence, no dividend will be declared or paid payable on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D H Preferred Stock for any dividend period and on any Parity Stock less than a full quarterly Dividend Period will be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in any period less than one month. The record date for determination of holders of Series H Preferred Stock entitled to receive payment of a dividend or distribution declared ratably thereon shall be, with respect to the dividend payable on March 31, June 30, September 30 and December 31 of each year, the preceding March 1, June 1, September 1 and December 1, respectively, or such other record date as shall be fixed by the Board of Directors which record date shall be no less than 30 and no more than 60 calendar days prior to the date fixed for the payment thereof. Dividends and distributions shall be payable to holders of record as they shall appear on the records of the Company on the applicable record date. Dividends on account of arrears for any particular Dividend Period in proportion which dividends were not paid on the applicable Dividend Payment Date (including as a result of the rounding down of the number of shares of Series I Preferred Stock issuable in the payment of dividends as provided above in Section 3(b)) shall be added to accumulated the then effective Liquidation Preference on the relevant Dividend Payment Date. Any amounts so added to the then effective Liquidation Preference shall be subject to reduction as provided below in Section 3(d).
(d) An amount equal to accrued and unpaid dividends for any past Dividend Period may be declared and paid (in shares of Series I Preferred Stock or in cash as provided above in Section 3(b)) on any subsequent Dividend Payment Date to all holders of record on the record date relating to such subsequent Dividend Payment Date. Each such payment shall automatically reduce the then effective Liquidation Preference per share by an amount equal to the aggregate amount of such payment divided by the number of shares of Series H Preferred Stock outstanding on the record date relating to such subsequent Dividend Payment Date; provided, however, that the Liquidation Preference shall not be reduced below $10,000 per share.
(e) Dividends on the Series D H Preferred Stock will accrue, whether or not there are funds legally available for the payment of such dividends and whether or not such Parity Stockdividends are declared, on a daily basis. Dividends will cease to accrue in respect of Series H Preferred Stock on the date of the conversion or redemption thereof.
(cf) So long as Dividends paid on the shares of the Series D H Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding, unless and any remainder not paid as provided above shall be added to the Liquidation Preference as provided above in Section 3(c).
(g) As long as any Series H Preferred Stock is outstanding, no dividends or other distributions (other than dividends or other distributions payable in shares of, or warrants, rights or options exerciseable for or convertible into shares of, Junior Securities and cash in lieu of fractional shares of such Junior Securities in connection with any such dividends) will be paid on any Junior Securities unless: (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Parity Securities and Series D H Preferred Stock have been paid, or declared and any Parity Stockset aside for payment, for all Dividend Periods terminating on or prior to the payment date of such dividend or distribution and for the current Dividend Period; (ii) sufficient funds have been the Company has paid or set apart aside all amounts, if any, then or theretofore required to be paid or set aside for the payment all purchase, retirement and sinking funds, if any, for any outstanding shares of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock Securities; and (iii) the Company is not in default of any of its obligations to redeem any outstanding shares of Parity Securities or Series H Preferred Stock.
(h) As long as any Series H Preferred Stock is outstanding, no shares of any Junior Securities may be purchased, redeemed or otherwise acquired by the Company or any of its subsidiaries (except in arrears connection with respect to a reclassification or exchange of any Junior Securities through the mandatory or optional redemption or mandatory repurchase or other mandatory retirement issuance of shares of, or with respect to any sinking warrants, rights or other analogous fund for, the Series D Preferred Stock options exerciseable for or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account convertible into shares of, other Junior Securities (and cash in lieu of fractional shares of such Junior Securities in connection therewith) or set apart money for, the purchase, redemption or other retirement acquisition of any Junior Securities with any shares of, or warrants, rights or options exerciseable for a or convertible into shares of, other Junior Securities (and cash in lieu of fractional shares of such Junior Securities in connection therewith)), nor may any funds be set aside or made available for any sinking fund for the purchase or redemption of any Junior Securities.
(i) As long as any Series H Preferred Stock is outstanding, no dividends or other analogous fund fordistributions (other than dividends or other distributions payable in shares of, any or warrants, rights or options exercisable for or convertible into shares of, Junior Securities and cash in lieu of fractional shares of such Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired Securities in connection with any such dividends) will be paid on any Parity Securities unless such dividends or other distributions are declared and paid pro rata so that the cashless exercise amounts of options under employee incentive any such dividends or benefit plans other distributions declared and paid per share on outstanding Series H Preferred Stock and each other share of such Parity Securities will in all cases bear to each other the same ratio that the then effective Liquidation Preference per share of outstanding Series H Preferred Stock and the liquidation preference per share of such other outstanding shares of Parity Securities bear to each other.
(j) As long as any Series H Preferred Stock is outstanding, no shares of any Parity Securities may be purchased, redeemed or otherwise acquired by the Company or any subsidiary of its subsidiaries (except with shares of, or any other warrants, rights or options exercisable for or convertible into shares of, Junior Securities and cash in lieu of fractional shares of such Junior Securities in connection therewith) unless the Series H Preferred Stock and such Parity Securities are purchased, redeemed or otherwise acquired pro rata so that the Fair Market Value of the consideration applied to the purchase, redemption or purchase or other acquisition of Common each share of Series H Preferred Stock made and each other share of such Parity Securities will in all cases bear to each other the ordinary course same ratio that the then effective Liquidation Preference per share of businessoutstanding Series H Preferred Stock and the liquidation preference per share of such other outstanding shares of Parity Securities bear to each other.
(k) Subject to the provisions described above, which has been approved such dividends or other distributions (payable in cash, property or Junior Securities) as may be determined from time to time by the Board of Directors may be declared and paid on the shares of any Junior Securities and/or Parity Securities and from time to time Junior Securities and/or Parity Securities may be purchased, redeemed or otherwise acquired by the Company or any of its subsidiaries. In the event of the Company, for the purpose declaration and payment of any employee incentive such dividends or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c)other distributions, the term "dividend" with respect holders of such Junior Securities and/or Parity Securities, as the case may be, will be entitled, to Junior Stock does not include dividends payable solely in shares the exclusion of Junior Stock on Junior holders of any outstanding Series H Preferred Stock, or in options, warrants on rights to holders of Junior Stock share therein according to subscribe for or purchase any Junior Stocktheir respective interests.
Appears in 2 contracts
Sources: Restructuring Agreement (TPG Advisors Ii Inc), Restructuring Agreement (Cypress Group LLC)
Dividends. (a) Holders The holders of shares of Series D B Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash receive preferential dividends at the an annual rate equal to six percent (6%) per annum of $0.60 per times the Original Issue Price (as defined below) for each share of Series D Preferred Stock. Dividends on the Series D B Preferred Stock will held by such holders, and such dividends shall be payable quarterly in arrears on cash to the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board each March 15 and September 15 of Directors each year. Dividends on shares of the Company. Dividends will accrue Series B Preferred Stock shall accumulate on a daily basis from the date on which such shares are issued and, to the extent they are not paid in cash when due, shall compound on a semi-annual basis on each March 15 and September 15 of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateeach year, whether or not in any dividend period or periods there shall be funds of the Company has earnings or profits, whether or not there are funds legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will and whether or not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourdividends are declared.
(b) Except as provided in the next sentence, no dividend will be declared or paid on Upon conversion of any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the share of Series D B Preferred Stock for all prior dividend periods. If accrued dividends on into Common Stock pursuant to Section 4, the holder of such Series D B Preferred Stock for shall be entitled to receive payment of all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated accrued and unpaid dividends on thereon, at the option of the holder thereof, (i) in cash or (ii) in the form of such number of additional shares of Common Stock equal to (x) the amount of such accrued and unpaid dividends, divided by (y) the then applicable Series D Preferred Stock and such Parity StockB Conversion Price.
(c) So long as In no event may any dividends be paid on the Series B Preferred Stock unless, at the time of such payment, any and all dividends then accrued and payable on the shares of any Senior Stock shall have been paid in full. If dividends are paid on the shares of Series B Preferred Stock and shares of Parity Stock in an amount less than the total amount of such dividends at the time accrued and payable on all of such shares, such dividends shall be allocated pro rata (in proportion to the respective amounts due with respect thereto) among all such shares of Series B Preferred Stock and shares of Parity Stock at the time outstanding based on the amount of dividends then due with respect to each such share. In no event may any dividends be paid on any Junior Stock unless, at the time of such payment, any and all dividends then accrued and payable on the shares of the Series D B Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockfull.
Appears in 2 contracts
Sources: Merger Agreement (General Devices Inc), Securities Purchase Agreement (General Devices Inc)
Dividends. FPL shall not, nor shall it permit any of its subsidiaries to, (ai) Holders declare, set aside or pay any dividends on or make other distributions in respect of shares any of Series D Preferred Stock will be entitled to receiveits capital stock or share capital, when, as except:
(A) that FPL may continue the declaration and if declared by the Board payment of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior regular quarterly cash dividends on FPL Common Stock, but pari passu not to exceed $0.54 per share, with Parity Stockusual record and payment dates for such dividends in accordance with past dividend practice; provided, and that (1) dividends payable in preference to Junior Stock, cumulative cash dividends at the rate per annum respect of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing periods after July 31, 2000 2000, may exceed by up to 5% per share the dividend payable during the prior 12-month period in respect of the comparable time period and (2) if the FPL Effective Time does not occur between a record date and payment date of a regular quarterly dividend, a special dividend may be declared and paid in respect of FPL Common Stock with respect to the quarter in which the FPL Effective Time occurs with a record date in such quarter and on or prior to the date on which the FPL Effective Time occurs, which dividend does not exceed an amount equal to the product of (i) a fraction the (x) numerator of which is equal to the number of days between the last payment date of a regular quarterly dividend and the record date of such special dividend (excluding such last payment date but including the record date of such special dividend) and (y) the denominator of which is equal to the number of days between the last payment date of a regular quarterly dividend and the same calendar day in the case third month after the month in which such last payment date occurred (excluding such last payment date but including such same calendar day), multiplied by (ii) the then permitted quarterly dividend per share, and
(B) for the declaration and payment of any accumulated and unpaid dividends not paid on by a direct or indirect wholly-owned subsidiary solely to its parent corporation, or by a direct or indirect partially owned subsidiary of FPL (provided that FPL or the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board FPL subsidiary receives or is to receive its proportionate share of Directors). Each such dividend will be payable or distribution), and
(C) for the declaration and payment of regular cash dividends with respect to holders preferred stock of record FPL's subsidiaries outstanding as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance Agreement or permitted to be issued under the terms of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.Agreement,
Appears in 2 contracts
Sources: Merger Agreement (System Energy Resources Inc), Merger Agreement (Florida Power & Light Co)
Dividends. (a) Holders of In the event that a distribution with respect to the shares of Series D Preferred REIT I Common Stock will permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, such distribution shall be entitled paid to receivethe holders of such shares of REIT I Common Stock on the Closing Date immediately prior to the REIT Merger Effective Time. In the event that a distribution with respect to the shares of REIT II Common Stock permitted under the terms of this Agreement has a record date prior to the REIT Merger Effective Time and has not been paid prior to the Closing Date, whensuch distribution shall be paid to the holders of such shares of REIT II Common Stock on the Closing Date immediately prior to the REIT Merger Effective Time. REIT I shall coordinate with REIT II the declaration of, and the setting of record dates and payment dates for, dividends on REIT I Common Stock so that holders of REIT I Common Stock and REIT I OP Units (i) do not receive dividends on both REIT I Common Stock and REIT II Common Stock received in the REIT Merger, or REIT I OP Units and REIT II OP Units received in the Partnership Merger, as applicable, in respect of a single calendar quarter or fail to receive a dividend on either REIT I Common Stock or REIT II Common Stock received in the REIT Merger, or REIT I OP Units and if declared REIT II OP Units received in the Partnership Merger, as applicable, in respect of a single calendar quarter or (ii) do not receive both a dividend permitted by the Board of Directors of proviso to Section 6.1(b)(iii) on REIT I Common Stock or REIT I OP Units and a dividend permitted by the Company and only with proviso to Section 6.2(b)(iii) on REIT II Common Stock or REIT II OP Units received in the consent of PNC Bank, N.A. Mergers or any successor lender thereto, out of funds of fail to receive either a dividend permitted by the Company legally available for payment, subject proviso to Section 6.1(b)(iii) on REIT I Common Stock or REIT I OP Units or a dividend permitted by the prior and superior rights of Senior proviso to Section 6.2(b)(iii) on REIT II Common Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and or REIT II OP Units received in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourMergers.
(b) Except as provided In the event that either REIT I or REIT II shall declare or pay any dividend or other distribution that is expressly permitted pursuant to the proviso at the end of Section 6.1(b)(iii) or Section 6.2(b)(iii) , respectively, it shall notify the other Party at least twenty (20) days prior to the Closing Date, and such other Party shall be entitled to declare a dividend per share payable (i) in the next sentencecase of REIT I, no to holders of REIT I Common Stock or REIT I OP Units, in an amount per share of REIT I Common Stock or per REIT I OP Unit equal to the product of (A) the dividend will be declared by REIT II with respect to each share of REIT II Common Stock by (B) the Exchange Ratio and (ii) in the case of REIT II, to holders of REIT II Common Stock and REIT II OP Units, in an amount per share of REIT II Common Stock or paid on any Parity per REIT II OP Unit equal to the quotient obtained by dividing (x) the dividend declared by REIT I with respect to each share of REIT I Common Stock unless full cumulative dividends have been declared by (y) the Exchange Ratio. The record date and paid or are contemporaneously declared time and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock date and time for any dividend period and on any Parity Stock will be declared ratably in proportion payable pursuant to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(cthis Section 7.8(b) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect prior to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockClosing Date.
Appears in 2 contracts
Sources: Merger Agreement (Moody National REIT I, Inc.), Agreement and Plan of Merger (Moody National REIT II, Inc.)
Dividends. (a) Holders The holders of shares of Series D B Preferred Stock are entitled to receive stated cash dividends from the corporation at an annual rate of $0.60 per share, and no more, subject to declaration by the Board of Directors, at its sole discretion, from funds legally available for the payment of dividends. Dividends on the Series B Preferred Stock will not be entitled to receive, when, cumulative on a year-to-year basis. Dividends will be payable as and if they are declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. at such time or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stocktimes as it elects, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share no holder of Series D Preferred Stock. Dividends on the Series D B Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October have any right to receive any dividend unless and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding until that dividend payment date, at such additional times and for such interim periods, if any, as determined has been declared by the Board of Directors). Each such The stated annual dividend will may be payable to holders of record as they appear on the stock records of the Company at the close of business on such record datesdeclared and paid in increments during each calendar year. In connection with each dividend payment, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors may set a record date in advance of the Company. Dividends will accrue from the payment date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment purpose of such dividends. Accumulations determining the holders of dividends on shares of Series D B Preferred Stock will not bear interestwho are entitled to receive that dividend. Dividends payable on the Series D Preferred Stock for any period greater or less than a full No cash dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will shall be declared or paid on during any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside calendar year on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period corporation’s common stock unless and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends until there shall have been paid in full to the holders of Series B Preferred Stock (or set apart for purposes of such payment), without preference or priority as between such shares of Series B Preferred Stock or, except as provided below with respect to the corporation’s Series A Preferred Stock, as to any other series of Preferred Stock, not less than a pro rata portion of the stated annual dividend thereon for that calendar year, at the rate provided therefor, through the date on which the corporation proposes to pay the cash dividend on the common stock. Shares of Series B Preferred Stock shall not participate in dividends paid with respect to any other class or series of the corporation’s capital stock. No cash dividend shall be paid during any calendar year on either the corporation’s Series A or Series B Preferred Stock unless and until there shall have been paid in full to the holders of the other such Series of Preferred Stock (or declared and set apart for payment on all outstanding purposes of such payment), without preference or priority as between the shares of included in such other series, a cash dividend in an amount per share that bears the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect same proportionate relationship to the Series D Preferred Stock and any Parity Stock and (iii) stated annual dividend on such other series as the Company is not in default or in arrears with respect amount proposed to be paid per share on the first series bears to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends stated annual dividend on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockthat first series.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization and Merger (Cardinal Bankshares Corp), Agreement and Plan of Reorganization and Merger (Mountainbank Financial Corp)
Dividends. (a) The Holders of shares a particular series of Series D Preferred Stock will Shares shall be entitled to receive, when, as and if declared by the Board of Directors Trustees of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoTrust, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stocktherefor, cumulative dividends each consisting of cash dividends at the rate per annum of $0.60 per share of Series D Preferred StockApplicable Rate and no more, payable on the respective dates set forth below. Dividends on the Series D shares of each series of Preferred Stock will Shares so declared and payable shall be paid in preference to and in priority over any dividends declared and payable quarterly in arrears on the last calendar day of April, July, October and January Common Shares.
(i) Cash dividends on shares of each yearseries of Preferred Shares shall accumulate from the Date of Original Issue and shall be payable, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if anywhen, as determined and if declared by the Board of Directors)Trustees of the Trust, out of funds legally available therefor, commencing on the Initial Dividend Payment Date. Each such dividend Following the Initial Dividend Payment Date for a series of Preferred Shares, dividends on that series of Preferred Shares will be payable payable, at the option of the Trust, either (i) with respect to holders any 7-Day Dividend Period and any Short Term Dividend Period of record 35 or fewer days, on the day next succeeding the last day thereof, or (ii) with respect to any Short Term Dividend Period of more than 35 days and with respect to any Long Term Dividend Period, monthly on the first Business Day of each calendar month during such Short Term Dividend Period or Long Term Dividend Period and on the day next succeeding the last day thereof (each such date referred to in clause (i) or (ii) being herein referred to as a "Normal Dividend Payment Date"), except that if such Normal Dividend Payment Date is not a Business Day, then the Dividend Payment Date shall be the first Business Day next succeeding such Normal Dividend Payment Date. Although any particular Dividend Payment Date may not occur on the originally scheduled date because of the exceptions discussed above, the next succeeding Dividend Payment Date, subject to such exceptions, will occur on the next following originally scheduled date. If for any reason a Dividend Period for a series of Preferred Shares is scheduled to begin on the same day and end on the same day as a Dividend Period for another series of Preferred Shares, then the last day of such Dividend Period for such other series of Preferred Shares shall be the second Business Day next succeeding such scheduled day unless the Trust obtains the opinion of tax counsel referred to in this paragraph. Subject to the limitation in the next sentence, if for any reason a Dividend Payment Date cannot be fixed as described above, then the Board of Trustees of the Trust shall fix the Dividend Payment Date. However, no Dividend Period of any series of Preferred Shares shall be co-extensive with any Dividend Period of any other series of Preferred Shares unless the Trust has received an opinion of tax counsel that having such co-extensive periods will not affect the deductibility, for federal income tax purposes, of dividends paid on the different series of Preferred Shares. The Board of Trustees of the Trust before authorizing a dividend may change a Dividend Payment Date if such change does not adversely affect the contract rights of the Holders of Preferred Shares set forth in the Declaration of Trust or the Bylaws. The Initial Dividend Period, 7-Day Dividend Periods and Special Dividend Periods with respect to a series of Preferred Shares are hereinafter sometimes referred to as "Dividend Periods." Each dividend payment date determined as provided above is hereinafter referred to as a "Dividend Payment Date."
(ii) Each dividend shall be paid to the Holders as they appear in the Stock Register as of 12:00 noon, New York City time, on the Business Day preceding the Dividend Payment Date. Dividends in arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders as they appear on the stock records of the Company at the close of business Stock Register on such record datesa date, not more than 60 exceeding 15 days nor less than 10 days preceding prior to the payment dates thereofdate therefor, as shall may be fixed by the Board of Directors Trustees of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourTrust.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared During the period from and set apart for payment on all outstanding shares including the Date of Original Issue to but excluding the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or Initial Dividend Payment Date for a sinking or other analogous fund for, any shares series of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of Preferred Shares (the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c"Initial Dividend Period"), the term Applicable Rate for such series of Preferred Shares shall be the Initial Dividend Rate. Commencing on the Initial Dividend Payment Date for a series of Preferred Shares, the Applicable Rate on that series for each subsequent dividend period (hereinafter referred to as a "dividend" with respect Subsequent Dividend Period"), which Subsequent Dividend Period shall commence on and include a Dividend Payment Date and shall end on and include the calendar day prior to Junior Stock does not include dividends payable solely the next Dividend Payment Date (or last Dividend Payment Date in shares a Dividend Period if there is more than one Dividend Payment Date), shall be equal to the rate per annum that results from implementation of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockthe Auction Procedures.
Appears in 2 contracts
Sources: Bylaws (Pimco Corporate Income Fund), Bylaws (Pimco Corporate Income Fund)
Dividends. (a) Holders No Loan Party will declare or pay any dividends or make any distributions on its Capital Stock (other than dividends or distributions payable in its own common stock) or redeem, repurchase or otherwise acquire or retire any of shares its Capital Stock at any time outstanding, except that (x) any Subsidiary may declare and pay dividends or make distributions to the Borrower or PHI or to a Wholly-Owned Subsidiary of Series D Preferred Stock will be entitled the Borrower or PHI, (y) so long as no Default or Unmatured Default then exists or would result therefrom, if the Parent qualifies as a partnership for U.S. federal income tax purposes, it may pay dividends or make distributions to receiveits shareholders in an aggregate amount not greater than the amount necessary for such shareholders to pay their actual state and U.S. federal income tax liabilities in respect of income allocated to such shareholders by the Parent and (z) so long as no Default or Unmatured Default then exists or would result therefrom, whenthe Borrower, PHI, Star Acquisitions, Inc. and their respective Subsidiaries may pay dividends or make distributions to the Parent in an aggregate amount not to exceed $10,000,000 per Fiscal Year solely to enable the Parent to pay, as the same becomes due and if declared by payable, its overhead expenses and any legal, accounting and other professional fees and expenses it may incur. Notwithstanding the Board foregoing, any Loan Party may make any dividends or distributions to its respective parent company (and the Parent may make any dividends or distributions to its equity owners) or redeem, repurchase or otherwise acquire or retire any of Directors its Capital Stock so long as (x) after giving pro forma effect thereto, Availability (with any Suppressed Availability being included in each calculation of Availability pursuant to this clause (x)) was not less than 15% of the Company Aggregate Revolving Commitment for any period of three consecutive days during the six-month period ending on the date on which such dividends, distributions, redemptions, repurchases or other acquisitions or retirements of its Capital Stock were made and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds is not projected to be less than 15% of the Company legally available for paymentAggregate Revolving Commitment during the six-month period immediately after the date on which such dividends, subject distributions, redemptions, repurchases or other acquisitions or retirements of its Capital Stock are made (with such projected Availability to be determined by reference to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears average projected Availability on the last calendar day of April, July, October each of the relevant six months) and January of each year, commencing July 31, 2000 (and in y) the case of any accumulated and unpaid dividends Fixed Charge Coverage Ratio is not less than 1.15 to 1.00 after giving pro forma effect to such distributions as if such distributions were paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records first day of the Company at relevant period; provided, however, that (1) no Default or Unmatured Default then exists or would result therefrom and (2) the close Borrower Representative has delivered a certificate of business on such record dates, not more than 60 days nor less than 10 days preceding an Authorized Officer attesting to the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not matters set forth in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourclauses (x) and (y) above and showing in reasonable detail all calculations with respect thereto.
(b) Except as provided in No Loan Party shall directly or indirectly enter into or become bound by any agreement, instrument, indenture or other obligation (other than this Agreement and the next sentenceother Loan Documents) that could directly or indirectly restrict, no dividend will be declared prohibit or paid on require the consent of any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period Person with respect to the Series D Preferred Stock and any Parity Stock and (iii) payment of dividends or distributions or the Company is not in default making or in arrears with respect repayment of intercompany loans by a Subsidiary of the Borrower or PHI to the mandatory Borrower or optional redemption or mandatory repurchase or other mandatory retirement ofPHI, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockas applicable.
Appears in 2 contracts
Sources: Credit Agreement (Star Group, L.P.), Credit Agreement (Star Gas Partners Lp)
Dividends. (a) Holders of shares of Series D Preferred Stock will be entitled to receive, when, When and as and if declared by the Corporation’s Board of Directors and to the extent permitted under the General Corporation Law of Delaware, the Corporation shall be obligated to pay preferential dividends to the holders of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the Series A Preferred Stock prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends Common Stock as provided in this Section II.1. Dividends on each share of the Series A Preferred Stock (a “Series A Share”) shall accrue at the rate of 8% per annum of $0.60 per share of Series D Preferred Stock. Dividends annum, compounded quarterly, on the sum of the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any A Liquidation Preference thereof plus all accumulated and unpaid dividends not thereon from and including the Date of Issuance of such Series A Share to and including the first to occur of (i) the date on which the Series A Liquidation Preference of such Series A Share, plus all accrued and unpaid dividends thereon, is paid to the holder thereof in connection with the liquidation of the Corporation, (ii) the date on which such Series A Share is converted into shares of Common Stock hereunder or (iii) the corresponding dividend payment date, at date on which such additional times and for such interim periods, if any, as determined Series A Share is otherwise acquired by the Board of Directors)Corporation. Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as Such dividends shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period they have been declared and whether or periods not there shall be are profits, surplus or other funds of the Company Corporation legally available for the payment of dividends, and such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will shall be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for such that all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been fully paid or declared and with funds irrevocably set apart for payment before any dividends, distributions, redemptions or other payments may be made with respect to any Common Stock. To the extent not paid on March 31, June 30, September 30, and December 31 of each year, with respect to each Series A Share (the “Dividend Reference Dates”), all dividends which have accrued on each Series A Share outstanding shares during the three-month period (or other period in the case of the Series D Preferred Stock initial Dividend Reference Date) ending upon each such Dividend Reference Date shall be accumulated and shall remain accumulated dividends with respect to such Share until paid to the holder thereof. Except as otherwise provided herein, if at any Parity Stock, (ii) sufficient funds have been paid or set apart for time the payment Corporation pays less than the total amount of the dividend for the current dividend period dividends then accrued with respect to the Series D A Preferred, such payment shall be distributed, pro rata among the holders of Series A Preferred based upon the preferences set forth in Section II.1(a) above and based upon the aggregate accrued but unpaid dividends on the Shares held by each such holder. In the event that the Corporation declares or pays any dividends upon the Common Stock and any Parity Stock and (iii) the Company is not whether payable in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase cash, securities or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, property) other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Common Stock, or in options, warrants on rights the Corporation shall also declare and pay to the holders of Junior the Series A Preferred Stock at the same time that it declares and pays such dividends to subscribe the holders of the Common Stock, the dividends which would have been declared and paid with respect to the Common Stock issuable upon conversion of the Series A Preferred Stock had all of the outstanding Series A Preferred Stock been converted immediately prior to the record date for such dividend, or purchase any Junior Stockif no record date is fixed, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.
Appears in 2 contracts
Sources: Debt Exchange Agreement (New Generation Holdings Inc), Debt Exchange Agreement (Plastinum Corp)
Dividends. (a) Holders The holders of shares of the then outstanding Series D B Preferred Stock will Shares shall be entitled to receive, when, when and as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, Trustees out of any funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stocktherefor, cumulative cash dividends at the rate per annum of $0.60 22.8125 per share per year, payable in equal amounts of Series D Preferred Stock. Dividends $5.703125 per share quarterly in cash on the Series D Preferred Stock will be payable quarterly in arrears on fifteenth day, or if not a Business Day, the last calendar day next succeeding Business Day, of January, April, July, July and October and January of in each year, commencing July 31beginning January 15, 2000 1996 (each such day being hereinafter called a "Quarterly Dividend Date" and in the case of any accumulated and unpaid dividends not paid each period ending on the corresponding dividend payment datea Quarterly Dividend Date being hereinafter called a "Dividend Period"), at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders shareholders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, date as shall be fixed by the Board of Directors Trustees at the time of declaration of the Companydividend (the "Record Date"), which shall be not less than 10 nor more than 30 days preceding the Quarterly Dividend Date. The amount of any dividend payable for the initial Dividend Period and for any other Dividend Period shorter than a full Dividend Period shall be prorated and computed on the basis of a 360-day year of twelve 30-day months. Dividends will on each share of Series B Preferred Shares shall accrue and be cumulative from and including the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateissue thereof, whether or not in (i) dividends on such shares are earned or declared or (ii) on any dividend period or periods Quarterly Dividend Date there shall be funds of the Company legally available for the payment of such dividends. Accumulations Dividends paid on the Series B Preferred Shares in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a per share basis among all such shares at the time outstanding. The amount of any dividends accrued on any Series B Preferred Shares at any Quarterly Dividend Date shall be the amount of any unpaid dividends accumulated thereon, to and including such Quarterly Dividend Date, whether or not earned or declared, and the amount of dividends accrued on any shares of Series D B Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for Shares at any period greater or less date other than a full dividend period will Quarterly Dividend Date shall be computed equal to the sum of the amount of any unpaid dividends accumulated thereon, to and including the last preceding Quarterly Dividend Date, whether or not earned or declared, plus an amount calculated on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) of $22.8125 for the period after such last preceding Quarterly Dividend Date to and including the date as of which the calculation is made based on a 360-day year of twelve 30- day months. Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund forthese Articles, the Series D B Preferred Stock Shares shall not be entitled to participate in the earnings or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock assets of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockTrust.
Appears in 2 contracts
Sources: Merger Agreement (Equity Residential Properties Trust), Merger Agreement (Equity Residential Properties Trust)
Dividends. (a) Holders The holders of shares of Series D Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior all of the Corporation’s common stock, $0.001 par value per share (the “Common Stock”), cumulative cash dividends at the rate issued previously or hereafter, a 7.0% per annum dividend on the Original Issue Price of $0.60 per each share of Series D Preferred Stock held by such holder that is cumulative and payable in kind per share in such number of shares of Series D Preferred Stock determined using a price per share equal to $[0.55 divided by the Per Share Consideration (as defined in the Merger Agreement)] per share (adjusted appropriately for stock splits, stock dividends, recapitalizations, consolidations, mergers, reclassifications and the like with respect to the Series D Preferred Stock) (the “Original Issue Price’’) and calculated on actual number of days elapsed in a year of 365 days. In lieu of the issuance of a fractional share of Series D Preferred Stock as a dividend, the Corporation shall issue a whole share of Series D Preferred Stock (rounded to the nearest whole share), determined on the basis of the total number of shares of Series D Preferred Stock held by the holder with respect to which such dividends are being calculated. Suchdividends will be cumulative and compound on a quarterly basis to the extent not paid for any reason. Dividends on will accrue and be cumulative from the date that the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day is issued under this Certificate of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateDesignation, whether or not in any dividend period the Corporation has earnings or periods profits, whether or not there shall be are funds of the Company legally available for the payment of such dividendsdividends and whether or not such dividends are declared or paid. Accumulations Quarterly dividends will be paid on the last business day of the fiscal quarter (the “Payment Date”). Dividends paid in an amount less than the total amount of such accrued dividends at the time shall be allocated pro rata on a share-by-share basis among all shares of Series D Preferred Stock will not bear interestat the time outstanding. Dividends payable on The record date for determination of the holders of Series D Preferred Stock for any period greater entitled to receive payment of a dividend thereon shall be fifteen (15) days before the Payment Date, or such other date that the Corporation establishes no less than a full ten (10) days and no more than thirty (30) days preceding the Payment Date. In addition, if and when any dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be is declared or paid by the Board of Directors with respect to the Common Stock, the Board of Directors shall also declare and pay the same dividend on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares each share of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment then outstanding on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect an as-if-converted to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockbasis.
Appears in 2 contracts
Sources: Merger Agreement (Yuma Energy, Inc.), Agreement and Plan of Merger and Reorganization (Yuma Energy, Inc.)
Dividends. (a) The Holders of the shares of Series D E Preferred Stock will shall be entitled to receive, when, as and if declared by receive dividends (“Dividends”) payable on the Board Stated Value of Directors each share of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends Series E Preferred Stock at the rate of five percent (5%) per annum of $0.60 per share of Series D Preferred Stock(the “Dividend Rate”). Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D E Preferred Stock will not bear interest. Dividends payable shall commence accruing on the Series D Preferred Stock for any period greater or less than a full dividend period will Original Issue Date and shall be computed on the basis of actual daysa 360-day year consisting of twelve 30-day months and shall be payable in arrears for each Calendar Quarter on the first day of the succeeding Calendar Quarter during the period beginning on the Original Issue Date (each, a “Dividend Date”) with the first Dividend Date being July 1, 2011. Prior to the payment of Dividends on a Dividend Date, Dividends on the shares of Series E Preferred Stock shall accrue at the Dividend Rate. If a Dividend Date is not a Business Day (as defined below), then the Dividend shall be due and payable on the Series D Preferred Stock for Business Day immediately following such Dividend Date. Dividends shall be payable in cash on each full dividend period will Dividend Date. In lieu of cash, at the option of the Company, Dividends shall be computed by dividing the annual dividend rate by four.
(b) Except as provided payable in the next sentence, no dividend will be declared or fully paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the non-assessable shares of Common Stock (“Dividend Shares”), provided that the resale of such Dividend Shares is registered pursuant to an effective registration statement under the Securities Act (a “PIK Dividend”). With respect to the payment of any PIK Dividend, the number of Dividend Shares to be issued in payment of such PIK Dividend with respect to each outstanding share of Series D E Preferred Stock shall be outstanding, unless determined by dividing (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares the amount of the Series D Preferred Stock and any Parity Stock, PIK Dividend (were it paid in cash) by (ii) sufficient funds have been paid or set apart for the payment arithmetic average of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock Weighted Average Price of the Company, other than (x) Junior Common Stock which is neither convertible into, nor exchangeable or exercisable for, any securities for each of the Company other than Junior Stock, or ten (y10) Common Stock acquired consecutive Trading Days preceding the Dividend Date corresponding to such PIK Dividend (the “PIK Dividend Average Price”). To the extent that any PIK Dividend would result in connection with the cashless exercise issuance of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition a fractional share of Common Stock made in to any Holder, then the ordinary course amount of business, which has been approved such fraction multiplied by the Board PIK Dividend Average Price shall be paid in cash (unless there are no legally available funds with which to make such cash payment, in which event the number of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Common Stock to subscribe for or purchase any Junior Stockbe issued to each such Holder shall be rounded up to the nearest whole share).
Appears in 2 contracts
Sources: Securities Purchase Agreement (Stratus Media Group, Inc), Securities Purchase Agreement (Stratus Media Group, Inc)
Dividends. (aA) Holders In each year the holders of shares of Series the Class D Preferred Stock will shall be entitled to receive, when, when and as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company legally available for paymentthat purpose, subject semi-annual dividends payable in cash on July 1 and January 1 in each year (each such date being referred to the prior and superior rights of Senior Stockherein as "a Dividend Payment Date"), but pari passu with Parity Stockcommencing January 1, and 2006, in preference an amount equal to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 .015 per share of Series D Preferred Stock. Dividends (that is, $.03 per share on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 an annual basis).
(and in B) In the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series shares of Class D Preferred Stock. Dividends will , dividends shall begin to accrue and be cumulative from July 1, 2005. In the case of shares of Class D Preferred Stock issued after July 1, 2005 but prior to any Dividend Payment Date, dividends shall begin to accrue and be cumulative from the date of issue to the next Dividend Payment Date; provided, however, that if dividends are not paid on any such dateDividend Payment Date, whether or not then dividends shall accrue and be cumulative from the Dividend Payment Date to the date such dividends have been paid. Dividends paid on shares of Class D Preferred Stock in any dividend period or periods there an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be funds allocated pro-rata on a share-by-share basis among all such Class D Preferred shares at the time outstanding. The Board of Directors may fix a record date for the Company legally available determination of holders of Class D Preferred Stock entitled to receive payment of a dividend declared thereon, which record date shall be no more than sixty days prior to the date fixed for the payment of such thereof.
(C) Whenever dividends payable on the Class D Preferred Stock as provided in this Section 3 are in arrears, thereafter and until dividends. Accumulations of dividends , including all accrued dividends, on shares of Series the Class D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends outstanding shall have been paid in full or declared and set apart for payment payment, the Corporation shall not (i) pay dividends on all outstanding shares any common stock of the Series D Preferred Stock and any Parity Stock, Corporation; or (ii) sufficient funds have been paid purchase or set apart otherwise acquire for the payment consideration any share of the dividend for the current dividend period with respect to the Series Class D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, unless required or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution as provided in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockSection 4.
Appears in 2 contracts
Sources: Stock Exchange Agreement (Defense Technology Systems, Inc.), Stock Exchange Agreement (NewMarket Technology Inc)
Dividends. (a) Holders The holders of shares of Series D the Preferred Stock will OP Units shall be entitled to receive, whenfrom funds which the General Partner determines to be available for distribution as provided in Section 7.1, dividends (“Preferred Dividends”) per Preferred OP Unit at the annual rate (the “Annual Preferred Rate”) equal to the 10-year United States Treasury bond yield in effect on January 2nd of such calendar year (as reported by Bloomberg L.P. and its successors or, if declared Bloomberg L.P. and its successors no longer report such yield, then as reported by any other comparable service that reports such yield) plus 239 basis points; provided, however, that the Board Annual Preferred Rate shall not be less than 6.5% nor more than 9%. Preferred Dividends for each year shall accrue in equal installments, on each record date for the payment of Directors quarterly distributions to holders of Common OP Units, and shall be paid when such quarterly distributions are paid to Common OP Units holders of record as of the Company and only with accrual date; provided, however, that:
(a) if the consent payment date for distributions to Common OP Unit holders is more than twenty (20) days after the record date, the Preferred Dividends shall be paid on or before the twentieth (20th) day following the record date,
(b) if distributions to holders of PNC BankCommon OP Units are made less frequently than quarterly, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D then Preferred Stock. Dividends shall accrue on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July March 31, 2000 June 30, September 30 and December 31 and shall be paid within ten (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable 10) days thereafter to holders of record as they appear of the accrual date, and
(c) if distributions to holders of Common OP Units are made more frequently than quarterly, the Preferred Dividends shall accrue at the same frequency that distributions are made to holders of Common OP Units, and
(d) the Preferred Dividend installment payable on the stock records first Preferred Dividend Accrual Date after issuance of a Preferred OP Unit shall be a prorated portion of the Company at regular dividend based on the close number of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue elapsed from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company Dividend Accrual Date. Each date upon which Preferred Dividends accrue is not in default or in arrears with respect referred to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect as a “Preferred Dividend Accrual Date”. Each date upon which Preferred Dividends become payable is referred to any sinking or other analogous fund for, the Series D as a “Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockDividend Payment Date”.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Sun Communities Inc), Limited Partnership Agreement (Sun Communities Inc)
Dividends. (a) Holders SERIES A DIVIDENDS. For a period of three (3) years ------------------ following the date of issuance of the shares of Series D A Preferred Stock, the Holders of outstanding shares of Series A Preferred Stock shall not be entitled to receive any dividends, and no dividends shall accrue with respect to shares of Series A Preferred Stock, during such period. Commencing on the first day of the fourth (4th) year following the date of issuance of the shares of Series A Preferred Stock, the Holders of the outstanding shares of Series A Preferred Stock shall be entitled to receive dividends at the rate of eight percent (8.0%) per annum of the Face Value (as defined below). Such dividends shall be cumulative and shall accrue on a quarterly basis, whether or not declared, from and including the most recent date to which dividends have been paid, or if no dividends have been paid, from the date of original issue thereof. The right to dividends shall accrue regardless of whether there are profits, surplus or other funds legally available for payment of dividends. Whether the dividends on the Preferred Stock are to be paid in cash or in-kind shall be at the sole election of the Corporation at the end of each fiscal quarter of the Corporation, but such election shall be applicable to all Holders at the time of such election. If the Corporation elects to pay the dividends in-kind by issuing additional shares of Preferred Stock, it shall so notify the Holders in writing, and such additional shares shall be issued or deemed issued only immediately prior to (i) the occurrence of a Liquidation, (ii) the redemption of the Series A Preferred Stock, or (iii) the conversion of a Holder's shares of Series A Preferred Stock into shares of Common Stock of the Corporation, par value $.0001 per share (the "Common Stock") pursuant to Paragraph 5. Shares of Series A Preferred Stock accrued as dividends pursuant to this Paragraph 4(a) shall not be deemed outstanding for the purposes of this Paragraph 4 or Paragraph 6, and no dividends shall accrue with respect thereto, provided that such shares of Series A Preferred Stock accrued as dividends pursuant to this Paragraph 4(a) shall be deemed outstanding for the purposes of Paragraph 5. In the event that a dividend payment is made partly in cash and partly in-kind, each Holder will be entitled to receive, when, as receive the same relative proportions of cash and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors)in-kind stock. Each such dividend will be payable to holders Holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by date (a "Record Date") which is the Board of Directors last day of the Company. Dividends will accrue from the date fiscal quarter of the original issuance Corporation. To the extent that the Corporation elects to pay a dividend in cash, such cash payment will be made to the Holders no later than fifteen (15) days following the Record Date for such dividend. "Face Value" shall mean $4.50 per share of Series A Preferred Stock, subject to proportionate adjustment upon the occurrence of any of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not events specified in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(bSection 5(d)(iv) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (yv) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockCertificate.
Appears in 2 contracts
Sources: Series a Convertible Preferred Stock Purchase Agreement (Touchstone Applied Science Associates Inc /Ny/), Stock Purchase Agreement (Touchstone Applied Science Associates Inc /Ny/)
Dividends. (a) Holders Subject to applicable ▇▇▇▇▇▇▇▇ Islands law and regulation, and the prior and superior right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series D Junior Participating Preferred Stock will with respect to dividends, the holders of Series D Junior Participating Preferred Stock shall be entitled to receive, out of any assets of the Corporation legally available therefor, dividends and distributions (whether in cash, securities or other assets) in an amount per share of Preferred Stock (rounded to the nearest cent) equal to the sum of (i) when, as and if the Board of Directors declares any dividends or distributions (as applicable) that are distributable to holders of Common Stock, the product of the Participation Factor multiplied by the aggregate per share dividends or distributions (as applicable) that are distributable to holders of Common Stock in connection with such dividend or distribution plus (ii) when, as and if declared by the Board of Directors of the Company Directors, from and only with the consent of PNC Bankafter January 1, N.A. or any successor lender thereto2018, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate 4% per annum accrued daily on the aggregate Stated Value, in cash, payable on each of $0.60 per share March 31, June 30, September 30 and December 31 (or, if any such date is not a business day, on the next succeeding business day), in arrears. Dividends described in clause (i) above shall be paid or distributed to holders of record of shares of Series D Junior Participating Preferred Stock on the payment or distribution date for the corresponding dividend or distribution on the Common Stock. Dividends on the Series D Junior Participating Preferred Stock (other than those set forth in clause (ii) above (the “4% Dividend”)) will not be payable quarterly in arrears on cumulative; provided, however, that the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as 4% Dividend shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, (whether or not in for any dividend period or periods there shall be funds of the Company Corporation legally available for the payment of such dividends. Accumulations ) from the date of original issuance and dividends on shares account of arrears for any past dividend periods may be declared and paid at any time, without reference to any regular dividend payment date.
(b) Holders of Series D Junior Participating Preferred Stock will shall not bear interest. Dividends be entitled to any dividends or other distributions, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on the Series D Junior Participating Preferred Stock for as specified in this Section 3 (subject to the other provisions of this Certificate of Designation). Notwithstanding anything in this Certificate of Designation, unless the 4% Dividend shall have been paid, no dividends upon the Common Stock, or on any period greater other stock of the Corporation ranking junior to or less than on a full dividend period will be computed on the basis of actual days. Dividends payable on parity with the Series D Junior Participating Preferred Stock as to dividends, shall be made. The term “dividend” as used in this Certificate of Designation includes any distribution made by the Corporation, regardless of whether such distribution constitutes a dividend for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity StockU.S. federal income tax purposes.
(c) So long The Board may fix a record date for the determination of holders of shares of Series D Junior Participating Preferred Stock entitled to receive a dividend or distribution declared thereon, which in the case of any corresponding dividend or distribution on the Common Stock, shall be the same as the shares of record date for such corresponding dividend or distribution.
(d) Pursuant to and subject to the Series D Preferred Stock shall be outstandingBCA, unless (i) full cumulative dividends shall have been paid the Corporation may not lawfully declare or declared and set apart for payment on all outstanding shares of pay a dividend if the Series D Preferred Stock and any Parity StockCorporation has reasonable grounds to believe that the Corporation is or would, (ii) sufficient funds have been paid after the declaration or set apart for the payment of the dividend for the current dividend period with respect dividend, be unable to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement ofpay its liabilities as they become due, or with respect to any sinking or other analogous fund for, that the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock realizable value of the CompanyCorporation’s assets would, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities after payment of the Company other dividend, be less than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans aggregate value of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of businessCorporation’s liabilities, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockissued share capital and share premium accounts.
Appears in 1 contract
Dividends. (a) Holders Each Holder of shares a share of Series D B-1 Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds legally available therefor under the General Corporation Law of the Company legally available State of Delaware (the "DGCL"), dividends for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per each share of Series D B-1 Preferred Stock in an amount equal the amount of all cash dividends, all non-cash dividends and all other distributions (other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock by reclassification or otherwise, each of which are addressed in Section 8 hereof) declared and paid on the Common Stock, as if the shares of Series B-1 Preferred Stock had been converted immediately prior to the record date for payment of such dividends or distributions at the conversion rate set forth in Section 5 hereof. Dividends on shares of Series B-1 Preferred Stock shall be payable in cash or in such other property, securities or assets (other than shares of Common Stock) as may be declared and paid by the Corporation as a dividend to the holders of the Corporation's issued and outstanding shares of Common Stock. Dividends on shall be paid to the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company shares of Series B-1 Preferred Stock at the close of business on the date specified by the Board of Directors of the Corporation at the time such dividend is declared; provided, however, that such record dates, date shall not be more than 60 days nor less than 10 days preceding prior to the respective dividend payment dates thereof, as date.
(b) All dividends paid with respect to shares of Series B-1 Preferred Stock pursuant to Section 3(a) hereof shall be fixed paid pro rata to the holders entitled thereto.
(c) If at any time the Corporation shall have failed to pay all dividends which have accrued on any outstanding shares of Senior Securities at the times such dividends are payable, unless otherwise provided in the terms of such Senior Securities, no cash or stock dividend (except in shares of Series B-1 Preferred Stock) shall be declared by the Board of Directors of or paid or set apart for payment by the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends Corporation on shares of Series D B-1 Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock unless prior to or concurrently with such declaration, payment or setting apart for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentencepayment, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds such Senior Securities shall have been declared, paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement ofpayment, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockwithout interest.
Appears in 1 contract
Dividends. (a) Holders of shares of The Series D A Preferred Stock will be entitled to receive, when, as receive dividends on an "as-converted" basis with the Common Stock when and if declared by the Board of Directors Directors. The dividends are noncumulative and are payable in preference to any dividends on common stock. Liquidation Preference Upon liquidation, dissolution or winding up of Amerigon, each share of Series A Redeemable and Convertible Preferred Stock is entitled to a liquidation preference of $1,000 plus 7% of the original issue price ($1,000) annually for up to four years after issuance plus any declared but unpaid dividends in priority to any distribution to the Common Stock, which will receive the remaining assets of Amerigon. As of December 31, 2000, the liquidation preference was $9,945,000. Note 9 -- Convertible Preferred Stock (Continued) Mandatory Redemption The Company's original Certificate of Determination of Rights, Preferences and Privileges of the Series A Preferred Stock ("Certificate") dated May 24, 1999, stated that a liquidation, dissolution or winding up of the Company and only with shall be deemed to be occasioned by (A) the consent of PNC Bank, N.A. or any successor lender thereto, out of funds acquisition of the corporation by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) or (B) a sale of all or substantially all of the assets of the corporation unless the corporation's shareholders will immediately after such acquisition or sale hold at least 50% of the voting power of the surviving or acquiring entity. This provision was deemed to be a condition of redemption that was not solely within the control of the issuer. As such, the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on classified the Series D A Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July as mandatorily redeemable or mezzanine equity at December 31, 2000 (and in 1999. In March 2000, the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D A Preferred Stock will not bear interest. Dividends payable on agreed to amend the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period Certificate to eliminate this provision and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on May 24, 2000, the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstandingshareholders ratified this amendment. Accordingly, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stockat December 31, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for2000, the Series D A Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made no longer mandatorily redeemable and has been classified as equity in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockaccompanying balance sheet.
Appears in 1 contract
Sources: Annual Report
Dividends. (a) Holders shall be entitled to participate equally and ratably with the holders of shares of Common Stock in all dividends and distributions paid in cash on the shares of Common Stock as if each share of Series D Preferred Stock will were converted into one (1) share of Common Stock (the “Participating Dividends”). Participating Dividends shall be entitled to receive, payable when, as and if declared by the Board of Directors of Board, provided that Participating Dividends shall be payable on the Company same terms and only with on the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of same date as the Company legally available for payment, subject applicable dividend is paid to the prior holders of Common Stock.
(b) Regular Dividends shall be calculated on a quarterly basis on the last day of each fiscal quarter (each such day a “Regular Dividend Calculation Date”). “Regular Dividend” shall mean, for any fiscal quarter, the difference of (i) the product of (A) the Dividend Rate and superior rights (B) the Stated Dividend Value on such Regular Dividend Calculation Date less (ii) any Participating Dividends paid in such quarter, provided that in no event shall the Regular Dividend for any quarter be less than zero. During the period from the Issuance Date of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per any share of Series D Preferred Stock. Dividends on Stock to the Series D Preferred Stock will be payable quarterly in arrears on first Regular Dividend Calculation Date following the last calendar day Issuance Date of Aprilsuch share, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as Regular Dividend shall be fixed by calculated as an amount of cash equal to the Board product of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, Stated Dividend Value multiplied by (ii) sufficient funds have been paid or set apart for the payment product of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iiiA) 1.25% multiplied by (B) the Company is not in default or in arrears with respect to lesser of one (1) and the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares quotient of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities the number of days since the Company other than Junior Stock, or Issuance Date of such share divided by (y) Common Stock acquired in connection with 90. During the cashless exercise of options under employee incentive or benefit plans period from the last Regular Dividend Calculation Date prior to the seventh (7th) anniversary of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in Issue Date to the ordinary course of business, which has been approved by the Board of Directors seventh (7th) anniversary of the CompanyIssue Date, for the purpose Regular Dividend shall be calculated as an amount of any employee incentive or benefit plan cash equal to the product of (i) the Stated Dividend Value multiplied by (ii) the product of (A) 1.25% multiplied by (B) the lesser of one (1) and the quotient of (x) the number of days from such last Regular Dividend Calculation Date to the seventh (7th) anniversary of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph Issuance Date divided by (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stocky) 90.
Appears in 1 contract
Dividends. (a) Subject to the rights of holders of Senior Stock, Holders of shares of Series D Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company Corporation legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred StockDividend Rate. Dividends on the Series D B Preferred Stock will shall be payable quarterly in arrears on at the last calendar day of AprilDividend Rate, Julyand shall accumulate from the most recent date as to which dividends have been paid, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periodsor, if anyno dividends have been paid, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, Initial Issue Date (whether or not (i) in any dividend period or periods any agreements of the Corporation prohibit the current payment of dividends, (ii) there shall be earnings or funds of the Company Corporation legally available for the payment of such dividends or (iii) the Corporation declares the payment of dividends), and will be paid in cash as provided pursuant to Section 4. Accumulations Dividends shall be payable quarterly in arrears on each Dividend Payment Date (commencing on January 15, 2017) to the Holders as they appear on the Corporation’s stock register at the Close of dividends Business on shares of Series D Preferred Stock will not bear interestthe relevant Dividend Record Date. Dividends payable on the Series D Preferred Stock for any period greater or less than a full quarterly dividend period will (based upon the number of days elapsed during the period) shall be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by foura 360-day year consisting of twelve 30-day months.
(b) Except If, at any time during the six-month period beginning on, and including, the date that is six months after the Initial Issue Date, the Corporation fails to timely file any document or report that the Corporation is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as provided in applicable (other than current reports on Form 8-K and any delay permitted under Rule 12b-25 under the next sentenceExchange Act), no dividend will be declared or paid on any Parity shares of the Series B Preferred Stock unless full cumulative dividends have been declared and paid are not otherwise freely tradable by Holders thereof other than the Corporation’s affiliates (as a result of restrictions pursuant to U.S. securities laws or are contemporaneously declared and funds sufficient for payment set aside the terms of the Series B Preferred Stock), the Dividend Rate on the Series D B Preferred Stock for all prior dividend periods. If accrued dividends shall increase by 0.50% per annum from, and including, the later of (i) the date six months after the Initial Issue Date and (ii) the first date on which such failure to file exists or shares of the Series D B Preferred Stock for all prior periods have are not otherwise freely tradable, as the case may be, until the earlier of (x) the one-year anniversary of the Initial Issue Date (the “Scheduled Free Trade Date”) and (y) the date on which such failure to file has been paid in full, then any dividends declared on cured (if applicable) and the Series D B Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stockare freely tradable as described above.
(c) So Further, if, and for so long as:
(i) the restrictive legend on the Series B Preferred Stock described in Section 13(a) has not been removed,
(ii) the Series B Preferred Stock are assigned a restricted CUSIP number, or
(iii) the Series B Preferred Stock are not otherwise freely tradable by Holders thereof other than the Corporation’s affiliates (as a result of restrictions pursuant to U.S. securities laws or the shares terms of the Series D B Preferred Stock, in each case, on or after the first day following the Scheduled Free Trade Date, the Dividend Rate on the Series B Preferred Stock shall be increased by 0.50% per annum until such restrictive legends are removed, the Series B Preferred Stock are assigned unrestricted CUSIP numbers and the Series B Preferred Stock are freely tradable as described above.
(d) Any additional dividends paid pursuant to Section 3(b) or Section 3(c) shall be payable at the times and in the manner provided for the payment of regular dividends in Section 3(a).
(e) If any Dividend Payment Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest or dividends on such payment will accrue or accumulate, as the case may be, in respect of the delay.
(f) No dividend shall be declared or paid upon, or any sum of cash set apart for the payment of dividends upon, any outstanding share of the Series B Preferred Stock with respect to any dividend period unless all accumulated dividends for all preceding dividend periods have been Annex A - 8 declared and paid upon, or a sufficient sum in cash has been set apart for the payment of such dividends upon, all outstanding shares of Series B Preferred Stock.
(g) So long as any shares of Series B Preferred Stock remain outstanding, unless no dividends or other distributions (other than (i) full cumulative dividends shall have been in the case of Parity Stock, a dividend or distribution payable solely in shares of Parity Stock or Junior Stock, (ii) in the case of Junior Stock, a dividend or distribution payable solely in shares of Junior Stock and (iii) cash in lieu of fractional shares) may be declared, made or paid upon, or declared and set apart for payment upon, any Parity Stock or Junior Stock, nor may any Parity Stock or Junior Stock be redeemed, purchased or otherwise acquired for any consideration (or any money paid to or made available for a sinking fund for the redemption of any Parity Stock or Junior Stock) by the Corporation or on behalf of the Corporation or by any of the Corporation’s Subsidiaries, unless all outstanding accumulated and unpaid dividends for all preceding dividend periods have been or contemporaneously are declared and paid in full in cash, or a sum sufficient of cash for the payment thereof is set apart for such dividends upon, the Series B Preferred Stock and any Parity Stock for all dividend payment periods ending on or prior to the date of such declaration, payment, redemption, purchase or acquisition. The foregoing limitation shall not apply to:
(i) conversions into or exchanges for (A) in the case of Parity Stock, shares of Parity Stock or Junior Stock or cash solely in lieu of fractional shares of Parity Stock or Junior Stock and (B) in the case of Junior Stock, shares of Junior Stock or cash solely in lieu of fractional shares of Junior Stock;
(ii) payments in connection with the satisfaction of employees’ tax withholding obligations pursuant to employee benefit plans or outstanding awards (and payment of any corresponding requisite amounts to the appropriate governmental authority);
(iii) purchases, redemptions or other acquisitions of Parity Stock or Junior Stock in connection with the administration of any benefit or other incentive plan, including any employment contract, in the ordinary course of business;
(iv) any dividends or distributions of rights in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; or
(v) the deemed purchase or acquisition of fractional interests in shares of Parity Stock or Junior Stock pursuant to the conversion or exchange provisions of such Parity Stock or Junior Stock or the security being converted or exchanged. Notwithstanding the foregoing, if full dividends have not been paid on the Series D B Preferred Stock and any Parity Stock, dividends may be declared and paid on the Series B Preferred Stock and such Parity Stock so long as the dividends are declared and paid pro rata so that the amounts of dividends declared per share on the shares of Series B Preferred Stock and shares of such Parity Stock shall in all cases bear to each other the same ratio that accumulated and unpaid dividends per share (iiwhether or not declared) sufficient on the shares of Series B Preferred Stock and shares of such Parity Stock bear to each other, in proportion to their respective liquidation preferences.
(h) Holders of shares of Series B Preferred Stock shall not be entitled to any dividend in excess of full cumulative dividends.
(i) The Holders at the Close of Business on a Dividend Record Date shall be entitled to receive, when, as and if declared by the Board, out of funds have been paid or set apart legally available for payment, the dividend payment on their respective shares of Series B Preferred Stock on the corresponding Dividend Payment Date notwithstanding the conversion of such shares in accordance with Section 9 following such Dividend Record Date. However, notwithstanding the foregoing, shares of Series B Preferred Stock surrendered for conversion during the period between the Close of Business on any Dividend Record Date and the Close of Business on the Business Day immediately preceding the corresponding Dividend Payment Date must be accompanied by payment of an amount of cash equal to the dividend for payable on such shares on that Dividend Payment Date; provided that no such payment is required in respect of a mandatory conversion pursuant to Section 10 during such period or if the current dividend period Special Rights End Date occurs during such period. Except as provided in Section 9 with respect to a voluntary conversion, the Series D Preferred Stock and any Parity Stock and (iii) the Company is Corporation shall make no payment or allowance for unpaid dividends, whether or not in default or in arrears with respect arrears, on converted shares of Series B Preferred Stock.
(j) Subject to the mandatory or optional redemption or mandatory repurchase foregoing, such dividends (payable in cash, securities or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company property) as may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved be determined by the Board of Directors may be declared and paid on any of the CompanyCorporation’s securities, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior including Common Stock, or from time to time out of funds legally available for such payment, and the Holders shall not be entitled to participate in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stocksuch dividends.
Appears in 1 contract
Sources: Merger Agreement (Cimarex Energy Co)
Dividends. (a) Holders 1. The holders of shares of Preferred Shares Series D Preferred Stock will 24 shall be entitled to receive, when, receive and the Bank shall pay thereon as and if when declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights provisions of Senior Stockthe Bank Act (as hereinafter defined), but pari passu with Parity Stock, and in preference to Junior Stock, non-cumulative preferential cash dividends at the rate rates and times herein provided.
(a) During the Initial Fixed Rate Period (as hereinafter defined), dividends on the Preferred Shares Series 24 shall be payable quarterly at the Initial Fixed Dividend Rate. Accordingly, on each Dividend Payment Date (as hereinafter defined) during the Initial Fixed Rate Period, other than April 28, 2009, the dividend payable, if declared, shall be equal to $ $0.3906 per share. The first of such dividends, if declared, shall be paid on April 28, 2009 and shall be $[0.5865]1 per share.
(b) During each Subsequent Fixed Rate Period (as hereinafter defined), dividends on the Preferred Shares Series 24 shall, if declared, be in the amount per share per annum determined by multiplying the Annual Fixed Dividend Rate (as hereinafter defined) applicable to such Subsequent Fixed Rate Period by $25.00, payable quarterly on each Dividend Payment Date in each 12-month period.
(c) The Bank shall, in respect of $0.60 per share each Subsequent Fixed Rate Period, calculate on each Fixed Rate Calculation Date (as hereinafter defined) the Annual Fixed Dividend Rate for such Subsequent Fixed Rate Period and shall, on the Fixed Rate Calculation Date, give written notice thereof to the then holders of Preferred Shares Series D 24 by mailing such notice by ordinary unregistered first class prepaid mail to the address of each such holder as it appears on the books of the Bank, or if the address of any such holder does not so appear, then to the last known address of such holder. Each such determination by the Bank of the Annual Fixed Dividend Rate shall, in the absence of manifest error, be final and binding upon the Bank and upon all holders of Preferred Stock. Shares Series 24.
(a) Dividends on the Preferred Shares Series D 24 shall be paid by cheque of the Bank, in lawful money of Canada payable at par at any branch of the Bank in Canada in the amount of the applicable dividend, rounded to the nearest whole cent ($0.01) (less any tax required or permitted by law to be deducted and withheld by the Bank). The mailing by ordinary unregistered first class prepaid mail of such a cheque to a registered holder of Preferred Stock will Shares Series 24 to the address of such registered holder as it appears on the books of the Bank, or if the address of any such holder does not so appear, then to the last known address of such holder, on or before the fifth Business Day (as hereinafter defined) prior to the Dividend Payment Date shall be deemed to be payment and shall satisfy and discharge all liabilities for dividends payable on such Dividend Payment Date to the extent of the amount represented thereby (plus any tax deducted and withheld 1 To be adjusted upon actual Closing Date, if applicable. therefrom as required or permitted by law) unless such cheque is not paid upon due presentation. A dividend which is represented by a cheque which has not been duly presented for payment within six years after it was issued or that otherwise remains unclaimed for a period of six years from the date on which it was declared to be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend set apart for payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by forfeited to the Bank.
(b) If the Board of Directors of the Company. Dividends will accrue from Bank does not declare the date dividends, or any part thereof, on the Preferred Shares Series 24, on or before the Dividend Payment Date for a particular quarter then the entitlement of the original issuance holders of the Preferred Shares Series D Preferred Stock. Dividends will be cumulative from 24 to such datedividends, whether or not in to any dividend period or periods there part thereof, for such quarter shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourforever extinguished.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.
Appears in 1 contract
Dividends. (a) Holders of shares Each Holder of Series D B Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds legally available therefor, cash dividends on each share of Series B Preferred Stock at a rate per annum equal to 13.5% of the Company legally available for paymentLiquidation Preference of such share. All dividends shall be cumulative, subject to whether or not earned or declared, and shall accrue on a daily basis from the prior and superior rights date of Senior Stock, but pari passu with Parity issuance of Series B Preferred Stock, and shall be payable annually in preference to Junior Stockarrears on each Dividend Payment Date, cumulative cash dividends at commencing on the rate per annum first Dividend Payment Date after the date of $0.60 per share issuance of such Series D B Preferred Stock. Dividends Each dividend on the Series D B Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will shall be payable to holders the Holders of record of Series B Preferred Stock as they appear on the stock records register of the Company at the close of business Corporation on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, date as shall may be fixed by the Board of Directors Directors, which record date shall not be less than ten nor more than 60 days prior to the applicable Dividend Payment Date. In the event of the Company. Dividends will repurchase of any shares of Series B Preferred Stock, dividends shall cease to accrue from in respect of shares of Series B Preferred Stock on the date of their repurchase by the original issuance Corporation unless the Corporation shall have failed to pay the relevant repurchase price on the date fixed for repurchase. Notwithstanding anything to the contrary set forth above, unless and until such dividends are declared by the Board of the Series D Preferred Stock. Dividends will be cumulative from such dateDirectors, whether or not in any dividend period or periods there shall be funds no obligation to pay such dividends in cash; provided, that such dividends shall continue to cumulate and shall be paid at the time of repurchase, in the Company legally available for the payment event of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will their repurchase, as provided herein if not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourearlier declared and paid.
(b) Except as provided in the next sentence, no dividend will be declared or All dividends paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the shares of Series D B Preferred Stock and any Parity Stock and (iiipursuant to paragraph B(3)(a) the Company is not in default or in arrears with respect shall be paid pro rata to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockHolders entitled thereto.
Appears in 1 contract
Sources: Securities Purchase and Contribution Agreement (Il Fornaio America Corp)
Dividends. (a) The Holders of the issued and outstanding shares of Series B Preferred Stock shall be entitled to receive, out of assets legally available for the payment of dividends, dividends on the terms described below:
(i) Holders of shares of Series D B Preferred Stock will shall be entitled to receiveparticipate equally and ratably with the holders of shares of Common Stock in all cash dividends paid on the shares of Common Stock as if immediately prior to each Common Stock Dividend Record Date (as defined below), whenall shares of Series B Preferred Stock then outstanding were converted into shares of Common Stock (assuming that all of the then issued and outstanding shares of Series B Preferred Stock could be converted into shares of Common Stock on the record date in respect of such dividend). Dividends or distributions payable pursuant to this Section 4(a)(i) (the “Participating Dividends”) shall be payable on the same date that such dividends or distributions are payable to holders of shares of Common Stock (a “Common Stock Dividend Payment Date”), and no dividends shall be payable to holders of shares of Common Stock unless the full dividends contemplated by this Section 4(a)(i) are paid at the same time to the Holders of the Series B Preferred Stock. Other than in respect of dividends paid in cash on the shares of Common Stock as and to the extent provided for in this paragraph (i), Holders of shares of Series B Preferred Stock shall not be entitled to participate in dividends or distributions of any nature paid on or in respect of the Common Stock or to holders thereof.
(ii) In addition to any dividends pursuant to Section 4(a)(i), the Corporation shall pay, if, as and if when declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds of the Company legally available for paymenttherefor, subject to on each Series B Preferred Dividend Payment Date dividends on each outstanding share of Series B Preferred Stock (the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends “Series B Preferred Dividends”) at the a rate per annum of $0.60 per equal to the Dividend Rate as further specified below. Series B Preferred Dividends on each share of Series D Preferred Stock. Dividends on the Series D B Preferred Stock will be payable quarterly in arrears shall accrue and accumulate on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue a daily basis from the date Issuance Date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateshare, whether or not in any dividend period declared and whether or periods there shall be not the Corporation has funds of the Company legally available for the payment of such dividends, shall compound quarterly on each Series B Preferred Dividend Payment Date and shall be payable quarterly in arrears, if, as and when so authorized and declared by the Board of Directors, on each Series B Preferred Dividend Payment Date, commencing on the first Series B Preferred Dividend Payment Date following the Issuance Date of such share. Accumulations of dividends on shares The amount of Series D B Preferred Stock will not bear interest. Dividends payable on the accruing with respect to any share of Series D B Preferred Stock for any period greater or less than a full dividend period will day shall be computed on determined by dividing (x) the basis Implied Quarterly Dividend Amount with respect to such day by (y) the actual number of actual daysdays in the Payment Period in which such day falls. The amount of Series B Preferred Dividends payable on the with respect to any share of Series D B Preferred Stock for each full dividend period any Payment Period shall equal the sum of the Series B Preferred Dividends accrued in accordance with the prior sentence of this Section 4(a)(ii) with respect to such share during such Payment Period. Series B Preferred Dividend payments shall be aggregated per Holder and shall be made to the nearest cent (with $.005 being rounded upward).
(iii) Subject to and in accordance with the provisions of Section 4(a)(iv), the Series B Preferred Dividends may, at the option of the Corporation, be paid in cash or by issuing fully paid and nonassessable shares of Series B Preferred Stock. If the Corporation pays any Series B Preferred Dividend in shares of Series B Preferred Stock, the number of shares of Series B Preferred Stock to be paid in respect of such Series B Preferred Dividend will be computed equal to the number of shares (including fractional shares) that have an aggregate Liquidation Preference equal to the amount of such Series B Preferred Dividend.
(iv) Notwithstanding anything to the contrary in this Section 4(a) (including for the avoidance of doubt, the last sentence of Section 4(a)(v)), the Corporation shall not pay any Series B Preferred Dividends accumulating prior to the date following the first date on which there are no longer any outstanding Convertible Notes (as defined in the Investment Agreement) by dividing issuing fully paid and nonassessable shares of Series B Preferred Stock, but must pay such Series B Preferred Dividends on any applicable Series B Preferred Dividend Payment Date, if at all, in cash.
(v) Each Participating Dividend or Series B Preferred Dividend shall be paid pro rata to the annual dividend rate Holders entitled thereto. Each Participating Dividend or Series B Preferred Dividend shall be payable to the Holders of Series B Preferred Stock as they appear on the Register at the close of business on the record date designated by fourthe Board of Directors for such dividends (each such date, a “Dividend Payment Record Date”), which (i) with respect to Participating Dividends, shall be the same day as the record date for the payment of dividends to the holders of shares of Common Stock (the “Common Stock Dividend Record Date”) and, (ii) with respect to Series B Preferred Dividends, shall be not more than thirty (30) days nor less than ten (10) days preceding the applicable Series B Preferred Dividend Payment Date. Notwithstanding the forgoing, the Base Amount Accrued Dividends may be declared and paid in cash or in shares of Series B Preferred Stock at any time to Holders of record on the Dividend Payment Record Date therefor.
(b) Except as provided Upon the occurrence of a Default, the Dividend Rate shall increase by the Applicable Default Dividend Rate from and including the date on which the Default shall occur and be continuing through but excluding the date on which all then occurring Defaults are no longer continuing. The Dividend Rate shall not be increased further pursuant to this Section 4(b) for a subsequent Default occurring while the Dividend Rate is already increased pursuant to this Section 4(b); provided, however, in the next sentenceevent that a Default of the type set forth in clause (iii) of the definition of “Default” occurs, or is continuing to occur, after June 30, 2011 and the Applicable Default Dividend Rate in effect as of such date is 3.00% per annum, the Dividend Rate shall increase by an additional 3.00% per annum and shall remain so increased until the date on which such Default set forth in clause (iii) is no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stocklonger continuing.
(c) So long as the shares of the Series D Preferred Stock At any time during which a Default shall be outstandingoccurring, unless (i) full cumulative no dividends shall have been paid be declared or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for payment, or other distributions declared or made, upon any Junior Securities, nor shall any Junior Securities be redeemed, purchased or otherwise acquired for any consideration (nor shall any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such Junior Securities) by the Corporation, directly or indirectly (except, subject to and in accordance with the provisions of Section 11 hereof and Article VI of the Stockholders Agreement, by conversion into or exchange for Junior Securities or the payment of cash in lieu of fractional shares in connection therewith).
(d) From and after March 15, 2012 (the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund foroccurrence of such date, the Series D Preferred Stock or any Parity Stock“Dividend Reduction Event”), the Company may not declare Base Dividend Rate shall irrevocably become 0.00% for all days thereafter. For the avoidance of doubt, the Dividend Rate shall be subject to increase pursuant to Section 4(b) even if the Base Dividend Rate becomes 0.00% pursuant to this Section 4(d).
(e) Neither the Corporation nor any of its Subsidiaries shall (i) declare, pay or set aside for payment any dividends on or distributions upon any Junior StockSecurities (except, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities subject to and in accordance with the provisions of Section 11 hereof and Article VI of the Company other than Stockholders Agreement, for any such dividends or distributions payable solely in Junior Stock, Securities or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the for such ordinary course of business, which has been approved cash dividends (as may be determined and declared by the Board of Directors from time to time) declared, paid or set aside for payment after the Dividend Reduction Event on shares of Common Stock in which the shares of Series B Preferred Stock participate pursuant to Section 4(a)(i)) or (ii) repurchase, redeem or otherwise acquire any Junior Securities for any consideration or pay any moneys or make available for a sinking fund for the redemption of any shares of such Junior Securities (except, subject to and in accordance with the provisions of Section 11 hereof and Article VI of the CompanyStockholders Agreement, by conversion into or exchange for Junior Securities or the purpose payment of cash in lieu of fractional shares in connection therewith and any employee incentive or benefit plan consideration consisting solely of Junior Securities), unless, in each case, the Corporation has access to sufficient lawful funds immediately following such action such that the Corporation would be legally permitted to redeem in full all shares of the Company. The limitations in this paragraph do not restrict Series B Preferred Stock then outstanding for an amount equal to the Company's ability to take sum of (A) the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph aggregate Liquidation Preference and (c), B) the term "dividend" with respect to Junior Stock does not include dividends payable solely in aggregate Accrued Dividends of such shares as of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stocksuch date.
Appears in 1 contract
Dividends. (a) Holders of shares of the Series D C Preferred Stock will be are entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoBoard, out of funds of the Company Corporation legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdividends, cumulative cash dividends dividends. The initial dividend rate for the Series C Preferred Stock from and including the date of original issuance to, but not including, October 15, 2022 (the “Fixed Rate Period”) is at the rate per annum of 7.00% of the $0.60 25,000 liquidation preference per share of Series D C Preferred Stock per annum (equivalent to $1,750 per annum per share of Series C Preferred Stock). On and after October 15, 2022 (the “Floating Rate Period”), dividends on the Series C Preferred Stock will accumulate at a percentage of the $25,000 liquidation preference per share of Series C Preferred Stock equal to an annual floating rate of the Three-Month LIBOR Rate (as defined below) plus a spread of 5.111%. Dividends on the Series D C Preferred Stock will shall accumulate daily and be cumulative from, and including, August 22, 2017 (the “Original Issue Date”) and shall be payable quarterly in arrears on the last calendar 15th day of each January, April, JulyJuly and October (each, October and January of each yeara “Dividend Payment Date”); provided, commencing July 31that if any Dividend Payment Date is not a Business Day (as defined below), 2000 (and in then the case of any accumulated and unpaid dividends not dividend which would otherwise have been payable on that Dividend Payment Date may be paid on the corresponding dividend payment datenext succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date and no interest, at additional dividends or other sums will accrue on the amount so payable for the period from and after such additional times Dividend Payment Date to such next succeeding Business Day. Dividends payable for any Dividend Period (as defined below) during the Fixed Rate Period will be calculated on the basis of a 360-day year consisting of twelve 30-day months, and dividends payable for such interim periods, if any, as determined by any Dividend Period during the Board Floating Rate Period will be calculated on the basis of Directors)a 360-day year and the number of days actually elapsed. Each such dividend Dividends will be payable to holders of record as they appear on in the stock records of the Company Corporation for the Series C Preferred Stock at the close of business on such the applicable record datesdate, not more than 60 days nor less than 10 days preceding the payment dates thereof, as which shall be fixed by the Board of Directors first day of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such datecalendar month, whether or not a Business Day, in any dividend period or periods there shall be funds of which the Company legally available for the payment of such dividendsapplicable Dividend Payment Date falls (each, a “Dividend Record Date”). Accumulations of The dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourDividend Payment Date shall include dividends accumulated to, but not including, such Dividend Payment Date.
(b) Except For each Dividend Period during the Floating Rate Period, LIBOR (the London interbank offered rate) (“Three-Month LIBOR Rate”) will be determined by the Corporation, as provided of the applicable Dividend Determination Date (as defined below), in accordance with the following provisions: ▪ LIBOR will be the rate (expressed as a percentage per year) for deposits in U.S. dollars having an index maturity of three months, in amounts of at least $1,000,000, as such rate appears on “Reuters Page LIBOR01” at approximately 11:00 a.m. (London time) on the relevant Dividend Determination Date; or ▪ if no such rate appears on “Reuters Page LIBOR01” or if the “Reuters Page LIBOR01” is not available at approximately 11:00 a.m. (London time) on the relevant Dividend Determination Date, then the Corporation will select four nationally-recognized banks in the next sentenceLondon interbank market and request that the principal London offices of those four selected banks provide the Corporation with their offered quotation for deposits in U.S. dollars for a period of three months, no dividend commencing on the first day of the applicable Dividend Period, to prime banks in the London interbank market at approximately 11:00 a.m. (London time) on that Dividend Determination Date for the applicable Dividend Period. Offered quotations must be based on a principal amount equal to an amount that, in the Corporation’s discretion, is representative of a single transaction in U.S. dollars in the London interbank market at that time. If at least two quotations are provided, the Three-Month LIBOR Rate for such Dividend Period will be declared or paid the arithmetic mean (rounded upward if necessary, to the nearest 0.00001 of 1%) of those quotations. If fewer than two quotations are provided, the Three-Month LIBOR Rate for such Dividend Period will be the arithmetic mean (rounded upward if necessary, to the nearest 0.00001 of 1%) of the rates quoted at approximately 11:00 a.m. (New York City time) on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient that Dividend Determination Date for payment set aside such Dividend Period by three nationally-recognized banks in New York, New York selected by us, for loans in U.S. dollars to nationally-recognized European banks (as selected by the Corporation), for a period of three months commencing on the Series D Preferred Stock for all prior dividend periodsfirst day of such Dividend Period. The rates quoted must be based on an amount that, in the Corporation’s discretion, is representative of a single transaction in U.S. dollars in that market at that time. If accrued dividends on fewer than three New York City banks selected by the Series D Preferred Stock Corporation quote rates in the manner described above, the Three-Month LIBOR Rate for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock applicable Dividend Period will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and same as for the immediately preceding Dividend Period, or, if there was no such Parity Stock.
(c) So long as Dividend Period, the shares of the Series D Preferred Stock dividend shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of calculated at the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart dividend rate in effect for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockimmediately preceding Dividend Period.
Appears in 1 contract
Dividends. (a) From and after the Issue Date, Holders of shares of Series D Preferred Stock will shall be entitled to receive, when, as and if authorized and declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds of the Company legally available for paymentfunds, subject to on a non-cumulative basis, cash dividend's in the prior and superior rights of Senior Stock, but pari passu with Parity Stockamount determined as set forth in Section 4(c), and in preference no more.
(b) Subject to Junior StockSection 4(a), cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will shall be payable quarterly in arrears on the last calendar day of AprilJanuary 15, JulyApril 15, July 15 and October and January 15 of each yearyear (each, a "Dividend Payment Date") commencing July 31on October 15, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors)2012. Each such dividend will be payable to holders Holders of record as they appear on in the stock records register of the Company Corporation at the close of business on such record datesthe first day of the month, whether or not more than 60 days nor less than 10 days preceding a Business Day, in which the payment dates thereofrelevant Dividend Payment Date occurs (each, a "Record Date"). Each period from and including a Dividend Payment Date (or the date of the issuance of the Series C Preferred Stock) to but excluding the following Dividend Payment Date is herein referred to as shall be fixed a "Dividend Period."
(c) Dividends, if, when and as authorized and declared by the Board of Directors Directors, will be payable, for each outstanding share of the Company. Dividends will accrue from the date of the original issuance of the Series D C Preferred Stock. Dividends will be cumulative from such date, whether or not at an annual rate of 8.750% on the $1,000 per share liquidation preference, subject to increase as provided in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interestSection 13(a)(ii) and Section 19. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period Dividend Period will be computed on the basis of actual daysa 360-day year of twelve 30-day months. If a scheduled Dividend Payment Date falls on a day that is not a Business Day, the dividend will be paid on the next Business Day as if it were paid on the scheduled Dividend Payment Date, and no interest or other amount will accrue on the dividend so payable for the period from and after that Dividend Payment Date to the date the dividend is paid. No interest or sum of money in lieu of interest will be paid on any dividend payment on shares of Series C Preferred Stock paid later than the scheduled Dividend Payment Date.
(d) Dividends payable on the Series D C Preferred Stock for each are non-cumulative. If the Board of Directors does not authorize and declare a dividend on the Series C Preferred Stock or if the Board of Directors authorizes and declares less than a full dividend period in respect of any Dividend Period, the Holders will be computed by dividing have no right to receive any dividend or a full dividend, as the annual case may be, for the Dividend Period, and the Corporation will have no obligation to pay a dividend rate by fouror to pay full dividends for that Dividend Period, whether or not dividends are authorized, declared and paid for any future Dividend Period with respect to the Series C Preferred Stock or the Common Stock or any other class or series of the Corporation's preferred stock.
(be) Except So long as provided in the next sentenceany share of Series C Preferred Stock remains outstanding, (1) no dividend will shall be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously set aside for payment and no distribution shall be declared and funds sufficient made or set aside for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will Junior Securities (other than a dividend payable solely in shares of Junior Securities) and (2) no shares of Junior Securities shall be declared ratably purchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (other than (a) as a result of a reclassification of Junior Securities for or into other Junior Securities, (b) repurchases, redemptions or acquisitions in proportion to accumulated connection with any employment contract, benefit plan or similar arrangements with or for the benefit of any one or more employees, officers, directors or consultants or in connection with a dividend reinvestment or shareholder stock purchase plan providing for the purchase of Junior Securities by shareholders of the Corporation from the Corporation, (c) through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Securities and unpaid (d) conversions into or exchanges for other Junior Securities and cash solely in lieu of fractional shares of Junior Securities), unless, in each case, the full dividends for the most recent Dividend Payment Date on the all outstanding shares of Series D C Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall Securities have been paid or declared and a sum sufficient for the payment thereof has been set apart aside. Subject to the succeeding sentence, for so long as any shares of Series C Preferred Stock remain outstanding, no dividends shall be declared or paid or set aside for payment on any Parity Securities for any period unless full dividends on all outstanding shares of Series C Preferred Stock for the then-current Dividend Period have been paid in full or declared and a sum sufficient for the payment thereof set aside for all outstanding shares of Series C Preferred Stock. To the extent the Corporation declares dividends for the then-current Dividend Period on the Series D C Preferred Stock and on any Parity Stock, (ii) sufficient funds have been paid or set apart for the Securities but does not make full payment of such declared dividends, the Corporation shall allocate the dividend for payments on a pro rata basis among the current dividend period with respect to Holders of the shares of Series D C Preferred Stock and the holders of any Parity Securities then outstanding. For purposes of calculating the pro rata allocation of partial dividend payments, the Corporation shall allocate those payments so that the respective amounts of those payments for the then-current Dividend Period bear the same ratio to each other as all accrued and unpaid dividends per share on the Series C Preferred Stock and (iii) the Company all Parity Securities bear to each other. The Corporation is not obligated to pay Holders of the Series C Preferred Stock any dividend in default or in arrears with respect excess of the dividends on the Series C Preferred Stock that are payable as described herein. Subject to the mandatory foregoing, and not otherwise, such dividends (payable in cash, stock or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company otherwise) as may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved be determined by the Board of Directors or any duly authorized committee of the Company, for the purpose Board of Directors may be declared and paid on any Junior Securities from time to time out of any employee incentive or benefit plan assets legally available therefor, and the shares of Series C Preferred Stock shall not be entitled to participate in any such dividend. Notwithstanding the foregoing, if there occurs a Regulatory Change applicable to the Corporation that would, in the good faith determination of the Company. The limitations Corporation, cause more than an insubstantial risk that the Corporation will not be entitled to treat the full liquidation value of the shares of Series C Preferred Stock then outstanding as Tier 1 Capital due to the provisions described in this paragraph do (e), then such provisions shall not restrict be applicable if as a result of such modification the Company's ability to take Series C Preferred Stock would then qualify as Tier 1 Capital upon the actions closing of the Acquisition and thereafter. For the avoidance of doubt, provisions in this paragraph (e) shall be retained and reinstated (if applicable) to the maximum extent allowable under applicable regulatory guidelines that permit the Series C Preferred Stock to qualify as Tier 1 Capital. For so long as the Series C Preferred Stock is outstanding, the Corporation shall not establish any series of preferred stock, or issue any shares of preferred stock, with respect to dividends payable on a cumulative basis. Following the modification of any Parity Stock. As used provisions described in this subparagraph paragraph (c)e) as a result of a Regulatory Change applicable to the Corporation, the term "Corporation shall mail or electronically transmit to the Holders a notice briefly describing such modification. Any failure of the Corporation to mail or electronically transmit such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such modification.
(f) Payments of cash for dividends will be delivered to the Holder or, in the case of global certificates, through a book-entry transfer through DTC or any successor Depositary.
(g) If a Conversion Date on which a Holder elects to convert Series C Preferred Stock or the Mandatory Conversion Date is on or prior to the Record Date for any declared cash dividend for the Dividend Period, such Holder will not have the right to receive any declared cash dividends for that Dividend Period. If a Conversion Date on which a Holder elects to convert Series C Preferred Stock or the Mandatory Conversion Date is after the Record Date for any declared dividend and prior to the corresponding Dividend Payment Date, such Holder shall receive that cash dividend on the relevant Dividend Payment Date if such Holder was the Holder of record on the Record Date for that dividend" with respect . Notwithstanding the preceding sentence, whether or not such Holder was the Holder of record on the Record Date, if such Holder elects to Junior convert Series C Preferred Stock does not include dividends payable solely in after the Record Date for any declared dividend and prior to the corresponding Dividend Payment Date, such Holder must pay to the Conversion Agent upon conversion of the shares of Junior Series C Preferred Stock an amount in cash equal to the full dividend to be paid on Junior Stocksuch Dividend Payment Date on the shares being converted, unless the shares of Series C Preferred Stock are converted pursuant to Section 10, Section 11, Section 12 or in options, warrants on rights Section 13 or following the provision by the Corporation of a Redemption Notice pursuant to holders of Junior Stock to subscribe for or purchase any Junior StockSection 7.
Appears in 1 contract
Sources: Subscription Agreement (Oriental Financial Group Inc)
Dividends. (ai) Holders of shares of Series D Preferred Stock will Subject to Article 6, the Holder shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for paymentthe payment of dividends, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of 7.0% per annum (computed on the basis of $0.60 per a 360-day year) (the "Dividend Rate") on the Stated Value of each outstanding share of Series D C Preferred StockStock payable on and as of the most recent Dividend Payment Date with respect to each Dividend Period. Dividends on the Series D C Preferred Stock will shall be payable quarterly in arrears on cumulative from the last calendar day date of April, July, October and January of each year, commencing July 31, 2000 (and in issue or the case of any accumulated and unpaid most recent Dividend Payment Date upon which dividends not have been paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined Series C Preferred Stock by the Board of Directors). Each such dividend will Corporation.
(ii) Dividend on the Series C Preferred Stock shall be payable in equal quarterly amounts on each March 31, June 30, September 30 and December 31 of each year (each, a "Dividend Payment Date"), commencing September 30, 1998, to the holders of record of shares of the Series C Preferred Stock, as they appear on the stock records of the Company Corporation at the close of business on such any record datesdate, not more than 60 days nor or less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors Directors. For the purposes hereof, "Dividend Period," in respect of the Company. Dividends will accrue from the date any share of the original issuance of the Series D C Preferred Stock, shall mean (i) the period commencing on and including the Issue Date of such share and including September 30, 1998 and, thereafter, the quarterly period commencing on and including the day after the immediately preceding Dividend Payment Date and ending on and including the immediately subsequent Dividend Payment Date. Dividends will Accrued and unpaid dividends for any past Dividend Period may be cumulative from declared and paid at any time, without reference to any Dividend Payment Date, to holders of record on such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for more than 15 days preceding the payment date thereof, as may be fixed by the Board of such dividends. Accumulations of dividends Directors.
(iii) Dividends on the outstanding shares of Series D C Preferred Stock will not bear interest. Dividends payable on shall be paid through the issuance of duly and validly authorized and issued, fully paid and non-assessable additional shares of Series D C Preferred Stock for any period greater or less than a full dividend period will to be computed on issued at the basis rate of actual days. Dividends payable on the one (1) share of Series D C Preferred Stock for each full $1,000 of dividend period will due and payable. No fractional shares of the Series C Preferred Stock shall be computed by dividing issued as Dividend Shares. Instead of any fractional shares of Series C Preferred Stock which would otherwise be issuable as Dividend Shares, the annual dividend rate by fourCorporation shall pay a cash adjustment in respect of such fractional interest in an amount equal to 1,000 times the fractional interest.
(b) The Holder shall not be entitled to any dividends in excess of the cumulative dividends, as herein provided, on the Series C Preferred Stock. Except as provided in the next sentencethis Article 4, no interest, or sum of money in lieu of interest, shall be payable in respect of any dividend will be declared payment or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside payments on the Series D C Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid that may be in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stockarrears.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.
Appears in 1 contract
Sources: Securities Purchase Agreement (Sheffield Pharmaceuticals Inc)
Dividends. (a) Holders Subject to the preferential rights of shares holders of any class or series of Senior Stock, holders of the Series D A Preferred Stock will shall be entitled to receive, when, when and as and if declared authorized by the Board of Directors of and declared by the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company legally available for paymentthe payment of dividends, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of 5.75% per annum of the initial stated value of $0.60 1,000 per share (the “Stated Value”) (equivalent to a fixed annual rate of $57.50 per share); provided, however, that the annual dividend rate on each share of Series D A Preferred StockStock shall be increased to 7.50% of the Stated Value (equivalent to a fixed annual rate of $75.00 per share) until the occurrence of a Listing Event, at which time, the dividend rate on each share of Series A Preferred Stock will revert automatically to 5.75% per annum of the Stated Value. Dividends The dividends on each share of Series A Preferred Stock shall be cumulative from the first date on which such share of Series A Preferred Stock is issued (the “Original Issue Date”) and shall be payable monthly on the 12th day of the month following the month for which the dividend was declared or, if not a business day, the next succeeding business day (each, a “Dividend Payment Date”); provided, that, no holder of any shares of Series A Preferred Stock shall be entitled to receive any dividends paid or payable on the Series D A Preferred Stock will be payable quarterly in arrears with a Dividend Payment Date before the date such shares of Series A Preferred Stock are issued. Notwithstanding anything to the contrary contained herein, any and all accrued but unpaid dividends (whether or not declared) on the last calendar day each share of April, July, October and January of each year, commencing July 31, 2000 (and Mobile Preferred Stock exchanged in the case Merger for a share of Series A Preferred Stock shall be treated for purposes of the Charter as if accrued by the Corporation with respect to such share of Series A Preferred Stock, including any unpaid dividends prior to the Original Issue Date and otherwise in accordance with this Section 4(a) (such amount with respect to each share of Series A Preferred Stock, not including the amount of any accumulated accrued and unpaid dividends not paid in cash as part of the consideration paid in the Merger to the holder of such share of Mobile Preferred Stock for which the Series A Preferred Stock was exchanged, the “Mobile Preferred Accrual”). Any dividend payable on the corresponding Series A Preferred Stock for any partial dividend payment date, at such additional times and for such interim periods, if any, as determined by period shall be computed ratably on the Board basis of Directors)a 360-day year consisting of twelve 30-day months. Each such dividend will Dividends shall be payable in arrears to holders of record as they appear on in the stock records of the Company Corporation at the close of business on such the applicable record dates, not more than 60 days nor less than 10 date (the “Dividend Record Date”) 15 days preceding the payment dates thereof, as applicable Dividend Payment Date. The term “business day” shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in mean any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Companyday, other than (x) Junior Stock Saturday, Sunday, or a day on which banking institutions in the State of New York are authorized or obligated by law to close, or a day which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, is declared a national or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stocka New York state holiday.
Appears in 1 contract
Dividends. (a) Holders The holders of shares of Series D Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for paymenttherefor, subject to dividends on the prior and superior rights shares of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Preferred Stock, cumulative cash dividends from the first date of issuance of any such shares (the "Initial Issuance Date"), at the a rate per annum of $0.60 6.25% of the Liquidation Preference per share of Series D Preferred Stockshare, payable in cash or common stock, subject to paragraph (l). Dividends on the Series D shares of Preferred Stock will shall be payable quarterly in equal amounts (subject to paragraph (d)(v) hereunder with respect to shorter periods, including the first such period with respect to newly issued shares of Preferred Stock) in arrears on the last calendar day of AprilFebruary 15, JulyMay 15, October August 15 and January November 15 of each year, commencing July 31or if any such date is not a Business Day, 2000 on the next succeeding Business Day (each such date, a "Dividend Payment Date", and each such quarterly period, a "Dividend Period"), in preference to and in priority over dividends on any Junior Stock. Such dividends shall be paid to the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record of the shares of Preferred Stock as they appear on the stock records applicable Record Date. As used herein, the term "Record Date" means, with respect to the dividends payable on February 15, May 15, August 15 and November 15 of the Company at the close each year, February 1, May 1, August 1 and November 1 of business on each year, respectively, or such other record datesdate, not more than 60 days nor and not less than 10 days preceding the payment dates thereofapplicable Dividend Payment Date, as shall be fixed by the Board of Directors of the Company. Dividends will on the shares of Preferred Stock shall be fully cumulative and shall accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, (whether or not in any dividend period declared and whether or periods not there shall be are funds of the Company legally available for the payment of such dividends) from the Initial Issuance Date (or the last Dividend Payment Date for which dividends were paid, as the case may be) based on a 360-day year comprised of twelve 30- day months. Accumulations of Accrued and unpaid dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will past Dividend Period may be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside at any time, without reference to any Dividend Payment Date, to holders of record on the Series D Preferred Stock for all such date, not more than 45 days prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved as may be fixed by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.
Appears in 1 contract
Sources: Quarterly Report
Dividends. (a) The Holders of the issued and outstanding shares of Series B Preferred Stock shall be entitled to receive, out of assets legally available for the payment of dividends, dividends on the terms described below:
(i) Holders of shares of Series D B Preferred Stock will shall be entitled to receiveparticipate equally and ratably with the holders of shares of Common Stock in all cash dividends paid on the shares of Common Stock as if immediately prior to each Common Stock Dividend Record Date (as defined below), whenall shares of Series B Preferred Stock then outstanding were converted into shares of Common Stock (assuming that all of the then issued and outstanding shares of Series B Preferred Stock could be converted into shares of Common Stock on the record date in respect of such dividend). Dividends or distributions payable pursuant to this Section 4(a)(i) (the “Participating Dividends”) shall be payable on the same date that such dividends or distributions are payable to holders of shares of Common Stock (a “Common Stock Dividend Payment Date”), and no dividends shall be payable to holders of shares of Common Stock unless the full dividends contemplated by this Section 4(a)(i) are paid at the same time to the Holders of the Series B Preferred Stock. Other than in respect of dividends paid in cash on the shares of Common Stock as and to the extent provided for in this paragraph (i), Holders of shares of Series B Preferred Stock shall not be entitled to participate in dividends or distributions of any nature paid on or in respect of the Common Stock or to holders thereof.
(ii) In addition to any dividends pursuant to Section 4(a)(i), the Corporation shall pay, if, as and if when declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds of the Company legally available for paymenttherefor, subject to on each Series B Preferred Dividend Payment Date dividends on each outstanding share of Series B Preferred Stock (the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends “Series B Preferred Dividends”) at the a rate per annum of $0.60 per equal to the Dividend Rate as further specified below. Series B Preferred Dividends on each share of Series D Preferred Stock. Dividends on the Series D B Preferred Stock will be payable quarterly in arrears shall accrue and accumulate on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue a daily basis from the date Issuance Date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateshare, whether or not in any dividend period declared and whether or periods there shall be not the Corporation has funds of the Company legally available for the payment of such dividends, shall compound quarterly on each Series B Preferred Dividend Payment Date and shall be payable quarterly in arrears, if, as and when so authorized and declared by the Board of Directors, on each Series B Preferred Dividend Payment Date, commencing on the first Series B Preferred Dividend Payment Date following the Issuance Date of such share. Accumulations of dividends on shares The amount of Series D B Preferred Stock will not bear interest. Dividends payable on the accruing with respect to any share of Series D B Preferred Stock for any period greater or less than a full dividend period will day shall be computed on determined by dividing (x) the basis Implied Quarterly Dividend Amount with respect to such day by (y) the actual number of actual daysdays in the Payment Period in which such day falls. The amount of Series B Preferred Dividends payable on the with respect to any share of Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D B Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on Payment Period shall equal the sum of the Series D B Preferred Stock Dividends accrued in accordance with the prior sentence of this Section 4(a)(ii) with respect to such share during such Payment Period. Series B Preferred Dividend payments shall be aggregated per Holder and such Parity Stockshall be made to the nearest cent (with $.005 being rounded upward).
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) Subject to and in accordance with the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund forprovisions of Section 4(a)(iv), the Series D B Preferred Stock Dividends may, at the option of the Corporation, be paid in cash or by issuing fully paid and nonassessable shares of Series B Preferred Stock. If the Corporation pays any Parity Series B Preferred Dividend in shares of Series B Preferred Stock, the Company may number of shares of Series B Preferred Stock to be paid in respect of such Series B Preferred Dividend will be equal to the number of shares (including fractional shares) that have an aggregate Liquidation Preference equal to the amount of such Series B Preferred Dividend.
(iv) Notwithstanding anything to the contrary in this Section 4(a) (including for the avoidance of doubt, the last sentence of Section 4(a)(v)), the Corporation shall not declare pay any dividends Series B Preferred Dividends accumulating prior to the date following the first date on which there are no longer any outstanding Convertible Notes (as defined in the Investment Agreement) by issuing fully paid and nonassessable shares of Series B Preferred Stock, but must pay such Series B Preferred Dividends on any Junior Stockapplicable Series B Preferred Dividend Payment Date, if at all, in cash.
(v) Each Participating Dividend or make any payment Series B Preferred Dividend shall be paid pro rata to the Holders entitled thereto. Each Participating Dividend or Series B Preferred Dividend shall be payable to the Holders of Series B Preferred Stock as they appear on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares Register at the close of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of business on the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved record date designated by the Board of Directors of the Companyfor such dividends (each such date, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph a “Dividend Payment Record Date”), which (i) with respect to any Parity Stock. As used in this subparagraph Participating Dividends, shall be the same day as the record date for the payment of dividends to the holders of shares of Common Stock (c)the “Common Stock Dividend Record Date”) and, the term "dividend" (ii) with respect to Junior Stock does Series B Preferred Dividends, shall be not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.more than thirty (30) days nor less than ten (10) days preceding the applicable Series B
Appears in 1 contract
Dividends. (a) Holders of shares Each holder of Series D N Preferred Stock, in preference and priority to the holders of all other classes of stock other than holders of the Company’s Series M Convertible Preferred Stock will (“Series M Preferred”), Series P Convertible Preferred Stock (“Series P Preferred”) and Series Q Convertible Preferred Stock (“Series Q Preferred”), shall be entitled to receive, when, as with respect to each share of Series N Preferred Stock then outstanding and if declared held by the Board such holder of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Series N Preferred Stock, but pari passu with Parity dividends, commencing from the date of issuance of such share of Series N Preferred Stock, and in preference to Junior Stock, cumulative cash dividends at the rate of six percent (6%) per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D N Stated Value (the “Series N Preferred Stock will Dividends”). The Series N Preferred Dividends shall be payable cumulative, whether or not earned or declared, and shall be paid quarterly in arrears on the last calendar first day of AprilMarch, JulyJune, October September and January of December in each year, commencing July 31, 2000 . During the first two (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from 2) years following the date of the original issuance of issuance, the Series D N Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds paid by issuing to each holder of the Company legally available for the payment Series N Preferred Stock such number of such dividends. Accumulations of dividends on shares of Series D N Preferred Stock will not bear interest. Dividends payable on equal to the Series D N Preferred Dividend divided by the Series N Stated Value (“PIK Shares”). From and after the second anniversary of the date of issuance, the Company shall have the option to pay the Series N Preferred Dividends in PIK Shares or in cash out of legally available funds therefor. Any election by the Company to pay dividends in shares of Series N Preferred Stock or cash shall be made uniformly with respect to all outstanding shares of Series N Preferred Stock for any period greater or less than a full given dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by fourperiod.
(b) Except as provided in the next sentence, no dividend will No dividends shall be declared or paid on any Parity Common Stock unless full cumulative dividends have been declared and paid of the Company or are contemporaneously declared and funds sufficient for payment set aside on any other capital stock of the Company other than the Series D M Preferred, Series P Preferred Stock for and the Series Q Preferred during any fiscal year of the Company until all outstanding Series N Preferred Dividends (with respect to the current fiscal year and all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(cfiscal years) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment to the holders of Series N Preferred Stock.
(c) In the event that the Company shall at any time pay a dividend on all outstanding the Common Stock (other than a dividend payable solely in shares of the Series D Preferred Stock and any Parity Common Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, other class or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares series of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or capital stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stockthe Series M Preferred, or (y) Series P Preferred and the Series Q Preferred, the Company shall, at the same time, pay to each holder of Series N Preferred Stock a dividend equal to the dividend that would have been payable to such holder if the shares of Series N Preferred Stock held by such holder had been converted into Common Stock acquired in connection with on the cashless exercise date of options under employee incentive or benefit plans determination of the Company or any subsidiary or any other redemption or purchase or other acquisition holders of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability entitled to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockreceive such dividends.
Appears in 1 contract
Sources: Voting, Consent, Amendment and Waiver Agreement (Velocity Express Corp)
Dividends. (a) Holders of shares of Series D A Preferred Stock will be entitled to receive, when, as, and if declared by the Board or a duly authorized committee of the Board, out of assets legally available for the payment of dividends under Delaware law, non-cumulative cash dividends quarterly in arrears, on March 15, June 15, September 15, and December 15 of each year, commencing on March 15, 2026 based on the liquidation preference of the Series A Preferred Stock at a fixed rate of 8.625% per annum. If the Corporation issues additional shares of the Series A Preferred Stock after the original issue date, dividends on such shares will be payable, when, as and if declared by the Board of Directors or a duly authorized committee of the Company and only with Board, from the consent original issue date of PNC Bank, N.A. such additional shares.
(b) If declared by the Board or any successor lender thereto, out of funds a duly authorized committee of the Company legally available for paymentBoard, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends will be payable on the Series D A Preferred Stock will be payable (each such date, a “Series A Dividend Payment Date”) quarterly in arrears arrears, on the last calendar day of AprilMarch 15, JulyJune 15, October September 15, and January December 15 of each year, commencing July 31on March 15, 2000 2026. If any date on which dividends would otherwise be payable is not a Business Day, then the Series A Dividend Payment Date will be the next Business Day, without any adjustment to the amount of dividends paid.
(and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend c) Dividends will be payable to holders of record of Series A Preferred Stock as they appear on the stock records of Corporation’s books on the Company at applicable record date, which shall be the close of business on 15th calendar day before the applicable Series A Dividend Payment Date, or such other record datesdate, not more than 60 exceeding 30 calendar days nor less than 10 days preceding before the payment dates thereofapplicable Series A Dividend Payment Date, as shall be fixed by the Board of Directors or a duly authorized committee of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Board.
(d) Dividends payable on the Series D A Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual daysa 360-day year consisting of twelve 30-day months. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upward. Dividends on the Series A Preferred Stock will cease to be payable on the redemption date, if any, unless the Corporation defaults in the payment of the redemption price of the Series D A Preferred Stock called for each full dividend period will be computed by dividing the annual dividend rate by fourredemption.
(be) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside Dividends on the Series D A Preferred Stock for all prior dividend periodswill not be cumulative. If accrued dividends the Board or a duly authorized committee of the Board does not declare a dividend on the Series D A Preferred Stock for all prior periods have not been paid in fullrespect of a Series A Dividend Period, then any dividends declared no dividend shall be deemed to have accrued for such dividend period, be payable on the applicable Series D Preferred Stock A Dividend Payment Date or be cumulative, and the Corporation will have no obligation to pay any dividend for that Series A Dividend Period, whether or not the Board or a duly authorized committee of the Board declares a dividend for any dividend period and on any Parity Stock will be declared ratably in proportion future Series A Dividend Period with respect to accumulated and unpaid dividends on the Series D A Preferred Stock and such Parity Stock, the Corporation’s Common Stock, or any other class or series of the Corporation’s Preferred Stock.
(cf) So long as the shares any share of the Series D A Preferred Stock shall be remains outstanding, unless (i) the full cumulative dividends shall have been paid or declared and set apart for payment the preceding Series A Dividend Period on all outstanding shares of Series A Preferred Stock have been paid in full or declared and a sum sufficient for the payment thereof has been set aside for payment:
(1) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Series A Junior Securities, other than (i) a dividend payable solely in Series A Junior Securities or (ii) any dividend in connection with the implementation of a shareholders’ rights plan, or the redemption or repurchase of any rights under any such plan;
(2) no shares of Series A Junior Securities shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly, nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation (other than (i) as a result of a reclassification of Series A Junior Securities for or into other Series A Junior Securities, (ii) the exchange or conversion of one share of Series A Junior Securities for or into another share of Series A Junior Securities, (iii) through the use of the proceeds of a substantially contemporaneous sale of other shares of Series A Junior Securities, (iv) purchases, redemptions or other acquisitions of shares of Series A Junior Securities in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (v) purchases of shares of Series A Junior Securities pursuant to a contractually binding requirement to buy Series A Junior Securities existing prior to the preceding Series A Dividend Period, including under a contractually binding stock repurchase plan, (vi) the purchase of fractional interests in shares of Series A Junior Securities pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged, or (vii) the acquisition by the Corporation or any of the Corporation’s subsidiaries of record ownership in junior stock for the beneficial ownership of any other persons (other than for the beneficial ownership by the Corporation or any of the Corporation’s subsidiaries), including as trustees or custodians); and
(3) no shares of Series A Parity Securities shall be repurchased, redeemed or otherwise acquired for consideration by the Corporation, directly or indirectly (nor shall any monies be paid to or made available for a sinking fund for the redemption of any such securities by the Corporation), during a dividend period, other than (i) pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series D A Preferred Stock and such Series A Parity Securities, if any, (ii) as a result of a reclassification of Series A Parity Securities for or into other Series A Parity Securities, (iii) the exchange or conversion of Series A Parity Securities for or into other Series A Parity Securities or Series A Junior Securities, (iv) through the use of the proceeds of a substantially contemporaneous sale of other shares of Series A Parity Securities, (v) purchases of shares of Series A Parity Securities pursuant to a contractually binding requirement to buy Series A Parity Securities existing prior to the preceding dividend period, including under a contractually binding stock repurchase plan, (vi) the purchase of fractional interests in shares of Series A Parity Securities pursuant to the conversion or exchange provisions of such stock or the security being converted or exchanged, or (vii) the acquisition by the Corporation or any of the Corporation’s subsidiaries of record ownership in Series A Parity Securities for the beneficial ownership of any other persons (other than for the beneficial ownership by the Corporation or any of the Corporation’s subsidiaries), including as trustees or custodians.
(g) The Corporation will not declare or pay or set apart funds for the payment of dividends on any Series A Parity Securities unless the Corporation has paid or set apart funds for the payment of dividends on the Series A Preferred Stock. When dividends are not paid in full upon the shares of Series A Preferred Stock and any Series A Parity StockSecurities, (ii) sufficient funds have been paid or set apart for the payment all dividends declared upon shares of the dividend for the current dividend period with respect to the Series D A Preferred Stock and any Series A Parity Stock Securities will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that dividends payable for the Series A Preferred Stock, and dividends payable, including any accumulations, on any Series A Parity Securities, bear to each other for the then-current Series A Dividend Period.
(iiih) the Company is not in default or in arrears with respect Subject to the mandatory foregoing, and not otherwise, dividends (payable in cash, stock or optional redemption or mandatory repurchase or other mandatory retirement ofotherwise), or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company as may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved be determined by the Board of Directors or a duly authorized committee of the CompanyBoard, for may be declared and paid on the purpose Common Stock and any other class or any Series A Junior Securities or Series A Parity Securities from time to time out of any employee incentive or benefit plan of assets legally available for such payment, and the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Series A Preferred Stock shall not be entitled to subscribe participate in any such dividend.
(i) Dividends on the Series A Preferred Stock will not be declared, paid or set aside for or purchase any Junior Stockpayment to the extent such act would cause the Corporation to fail to comply with applicable laws and regulations, including, if the Corporation were to become a Regulated Institution, capital regulations and guidelines applicable to the Corporation.
Appears in 1 contract
Dividends. (a) Holders of shares of Series D Preferred Stock will shall be entitled to receive, when, as and if declared authorized by the Board of Directors of and declared by the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stocktherefor, cumulative cash dividends at the rate per annum of $0.60 per share of Series D A Preferred Stock then outstanding at an initial annual rate equal to [4.75%] per annum of the Liquidation Preference (which is equivalent to an initial annual amount of $[1.1875] per share of Series A Preferred Stock) through June 30, [2024]1. Dividends On July 1, [2024] and on each anniversary thereof, such annual dividend rate shall automatically increase by 0.75% per annum of the Liquidation Preference for each share of Series D A Preferred Stock will then outstanding; provided, however, the annual dividend rate for any share of Series A Preferred Stock then outstanding shall not exceed 7.5% per annum of the Liquidation Preference (the “Dividend Cap”); provided, further, that the Dividend Cap shall not apply from and after the date that the Corporation receives written notice on behalf of Holders of at least a majority of the then outstanding shares of Series A Preferred Stock that: (i) a Common Stock Delisting Event has occurred; (ii) a Preferred Stock Delisting Event has occurred; or (iii) a Preferred Stock Listing Event has not occurred. Such dividends shall accrue and cumulate from, and including, the Original Issuance Date and, if authorized and declared, be payable quarterly in arrears on March 1 (for the last calendar day of Aprilquarter ended December 31), JulyJune 1 (for the quarter ended March 31), October September 1 (for the quarter ended June 30) and January December 1 (for the quarter ended September 30) of each yearyear or, commencing July 31if not a Business Day, 2000 (on the next succeeding Business Day with the same force and in the case of any accumulated and unpaid dividends not effect as if paid on such date (each, a “Dividend Payment Date”). If payable, the corresponding first dividend payment dateon the shares of Series A Preferred Stock shall be paid on [●] 202[●] and will reflect dividends accumulated from the Original Issuance Date to, at such additional times and including, [●], 202[●]. Any dividend payable on the shares of Series A Preferred Stock for such interim periods, if anyany dividend period shall be computed on the basis of a 360-day year consisting of twelve 30-day months (or prorated, as determined by the Board of Directorsapplicable, for any partial period). Each such dividend will Dividends shall be payable to holders of record Holders as they appear on in the stock records of the Company Corporation at the close of business on such the applicable dividend record datesdate, not more than 60 days nor less than 10 days preceding the payment dates thereof, as which shall be fixed a date designated by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will that is not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or more than 60 nor less than 10 calendar days immediately preceding such Dividend Payment Date (each, a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four“Dividend Record Date”).
(b) Except as provided in the next sentence, no No dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D A Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid authorized by the Board of Directors or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been or paid or set apart for payment by the payment Corporation at such time as the terms and provisions of any agreement of the dividend Corporation or its subsidiaries, including any agreement relating to its or their indebtedness, prohibits such authorization, declaration, payment or setting apart for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in payment or provides that such authorization, declaration, payment or setting apart for payment would constitute a breach thereof or a default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement ofthereunder, or with respect to any sinking if such authorization, 1 NTD: To be modified if Original Issuance Date is June 30, 2024 or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Companylater. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.6
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (NorthStar Healthcare Income, Inc.)
Dividends. (a) Holders of shares of the Series D JJ Preferred Stock will shall be entitled to receive, when, as as, and if declared by the Board of Directors or any duly authorized committee of the Company and only with the consent Board of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds of the Company assets legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, non-cumulative cash dividends at based on the rate per annum liquidation preference of $0.60 10,000 per share of the Series D JJ Preferred Stock. Dividends If declared by the Board of Directors or any duly authorized committee of the Board of Directors, the Corporation shall pay dividends on the Series D JJ Preferred Stock will be payable quarterly in arrears arrears, on the last calendar day of AprilMarch 1, JulyJune 1, October September 1 and January December 1 of each year, commencing July 31beginning on June 1, 2000 2021 (each such day on which dividends are payable a “Dividend Payment Date”). In the event that any Dividend Payment Date falls on a day that is not a Business Day (as defined below), the dividend payment due on that date shall be postponed to the next day that is a Business Day and in no additional dividends shall accrue as a result of that postponement. The period from and including any Dividend Payment Date to but excluding the case next Dividend Payment Date is referred to herein as a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the original issue date of any accumulated and unpaid dividends not paid the Series JJ Preferred Stock to but excluding the next Dividend Payment Date. Dividends on each share of the Series JJ Preferred Stock shall accrue from the original issue date at a rate equal to 4.55% per annum on the corresponding dividend payment dateliquidation preference of $10,000 per share, at such additional times and for such interim periods, if any, as determined by the Board of Directors)each Dividend Period. Each such dividend will shall be payable paid to the holders of record of the shares of the Series JJ Preferred Stock as they appear on the stock records register of the Company at the close of business Corporation on such record datesdate, not more than 60 days nor less than 10 30 days preceding the payment dates thereofapplicable Dividend Payment Date, as shall be fixed by the Board of Directors or any duly authorized committee of the CompanyBoard of Directors. Dividends will accrue from the date The amount of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there dividends payable shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed calculated on the basis of actual daysa 360-day year of twelve 30-day months. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock Dollar amounts resulting from that calculation shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect rounded to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears nearest cent, with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockone-half cent being rounded upward.
Appears in 1 contract
Dividends. (a) Holders of shares of Series D Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of legally available therefor, and the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockshall pay, cumulative cash dividends at the rate per annum of $0.60 per share of Series D 6% per annum (as a percentage of the Stated Value per share), payable on the Conversion Date (as defined herein) for such share and on each June 30 and December 31 for so long as such share shall be outstanding, commencing June 30, 2000 (each of a Conversion Date and such semi-annual dates are referred to herein as a "DIVIDEND PAYMENT DATE"), commencing on the earlier to occur of such Conversion Date and June 30, 2000, in cash or shares of Common Stock (as defined in Section 9). Subject to the terms and conditions herein, the decision whether to pay dividends hereunder in Common Stock or cash shall be at the discretion of the Holder. Each Holder shall provide the Company written notice of its intention to cause the Company to pay dividends in cash or shares of Common Stock not less than five (5) Trading Days prior to each Dividend Payment Date for so long as shares of Preferred StockStock are outstanding. Failure to timely provide such written notice shall be deemed an election by such Holder to receive dividends for such period in cash. Dividends on the Series D Preferred Stock will shall be payable quarterly in arrears calculated on the last calendar basis of a 360-day of April, July, October and January of each year, shall accrue daily commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment dateOriginal Issue Date (as defined in Section 9), at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will deemed to accrue from the such date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period earned or periods declared and whether or not there shall be are profits, surplus or other funds of the Company legally available for the payment of such dividends. Accumulations Except as otherwise provided herein, if at any time the Company pays less than the total amount of dividends then accrued on account of the Preferred Stock, such payment shall be distributed ratably among the Holders based upon the number of shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for held by each full dividend period will be computed by dividing the annual dividend rate by fourHolder.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D any Preferred Stock shall be remain outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may shall not redeem, purchase or otherwise acquire directly or indirectly any preferred stock of the Company that ranks pari passu or is junior to the Preferred Stock unless it offers to purchase Preferred Stock ratably with such other preferred stock, nor shall the Company directly or indirectly pay or declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock dividend or make any distribution with respect to Junior Securities (as defined in respect thereof, whether in cash or property or in obligations or stock of the Company, Section 9) (other than (x) Junior Stock which is neither convertible into, nor exchangeable a dividend or exercisable for, any securities of the Company other than Junior Stock, distribution described in Section 5 or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made dividends due and paid in the ordinary course of business, which has been approved by the Board of Directors on preferred stock of the CompanyCompany at such times when the Company is in compliance with its payment and other obligations hereunder), nor shall any monies be set aside for or applied to the purpose purchase or redemption (through a sinking fund or otherwise) of any employee incentive or benefit plan preferred stock of the Company. The limitations in this paragraph do not restrict Company that ranks pari passu or is junior to the Company's ability Preferred Stock unless the Company offers to take the actions in this paragraph Holders to set aside or apply such funds to the Preferred Stock ratably with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stocksuch other preferred stock.
Appears in 1 contract
Sources: Convertible Preferred Stock Purchase Agreement (Commodore Holdings LTD)
Dividends. (a) Holders of shares of Series D Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash The Corporation shall accrue dividends at the rate per annum of $0.60 per on each share of Series D B Preferred StockStock on each Dividend Accrual Date, at an amount per share equal to the Series B Dividend Rate times the average balance of the Series B Liquidation Preference from the last Dividend Accrual Date (or, in the case of the first Dividend Accrual Date, the Original Issuance Date) to the Dividend Accrual Date in question. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D B Preferred Stock for any period greater or less other than a full dividend period will period, shall be computed on the basis of actual daysa 360-day year consisting of twelve 30-day months. Dividends payable on All unpaid dividends hereunder shall accrue and cumulate and shall increase the Series D Preferred Stock for each full dividend period will be computed by dividing B Liquidation Preference from the annual dividend rate by fourapplicable Dividend Accrual Date.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for Unless all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the outstanding shares of the Series D B Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart aside for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stockpayment, (ii) sufficient funds have been no dividend shall be declared, paid or set apart for the payment or any other distribution (whether in cash or obligations of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase Corporation or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on properties) upon any Junior Stock, nor shall any Junior Stock be redeemed, purchased or make otherwise acquired for any payment on account of, consideration (or set apart money for, the purchase, redemption any moneys be paid to or other retirement of, or made available for a sinking or other analogous fund for, for the redemption of any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of such stock) by the CompanyCorporation, other than (x) dividends on Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities payable solely in additional shares of Junior Stock.
(c) Dividends shall accrue in accordance with this Section B.1 to the holders of record of Series B Preferred Stock as they appear on the stock ledger of the Company other than Junior Corporation on the Dividend Accrual Date.
(d) In addition to the dividends set forth in paragraph (a) above, in the event that the Corporation shall pay a cash dividend on shares of Common Stock, or (y) Common the holder of each share of Series B Preferred Stock acquired shall be entitled to receive a cash dividend, simultaneously with and in connection with an amount equal to the cashless exercise amounts paid to the holder of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition each share of Common Stock made in the ordinary course of businessStock; provided, which has been approved by the Board of Directors of the Companyhowever, -------- ------- that for the purpose of any employee incentive or benefit plan calculating the amounts due per share of Series B Preferred Stock under this paragraph (d), each share of Series B Preferred Stock shall be deemed to be that number of shares of Common Stock into which such share of Series B Preferred Stock was convertible as of the Company. The limitations record date fixed for the determination of the holders of Common Stock entitled to receive such dividends.
(e) In addition to the dividends set forth in this paragraph do not restrict paragraphs (a) and (d) above, in the Company's ability to take event that the actions in this paragraph with respect to Corporation shall pay a non-cash dividend or distribution upon its Common Stock including, without limitation, any Parity Stock. As used in this subparagraph (c)distribution of capital stock of the Corporation, stock or other securities of other persons, evidences of indebtedness issued by the Corporation or other persons, other assets or options or rights, the term "dividend" with respect holders of Series B Preferred Stock shall be entitled to Junior Stock does not include dividends payable solely in a proportionate share of any such distribution as though they were the holders of the number of shares of Junior Common Stock on Junior Stock, or in options, warrants on rights to into which their shares of Series B Preferred Stock were convertible as of the record date fixed for the determination of the holders of Junior Common Stock entitled to subscribe for or purchase any Junior Stockreceive such distribution.
Appears in 1 contract
Sources: Stockholders Agreement (Commercial Aggregates Transportation & Sales LLC)
Dividends. (a) Holders of shares of the Series D E Preferred Stock will be are entitled to receive, when, as and if authorized by the Board and declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company Corporation legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdividends, cumulative cash dividends at the rate of 7.50% of the $25.00 per share liquidation preference per annum of (equivalent to $0.60 1.875 per share of Series D Preferred Stockannum per share). Dividends on the Series D E Preferred Stock will shall accumulate daily and shall be cumulative from, and including, [July 15, 2018]1 and shall be payable for each subsequent quarterly dividend period, quarterly in arrears on the last calendar 15th day of each January, April, JulyJuly and October (each, October and January of each yeara “Dividend Payment Date”); provided, commencing July 31that if any Dividend Payment Date is not a Business Day (as defined below), 2000 (and in then the case of any accumulated and unpaid dividends not dividend which would otherwise have been payable on that Dividend Payment Date may be paid on the corresponding next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date and no interest, additional dividends or other sums will accumulate on the amount so payable for the period from and after such Dividend Payment Date to such next succeeding Business Day. Any dividend payment datepayable on the Series E Preferred Stock, at such additional times and including dividends payable for such interim periodsany partial dividend period, if any, as determined by will be computed on the Board basis of Directors)a 360-day year consisting of twelve 30-day months. Each such dividend Dividends will be payable to holders of record as they appear on in the stock records of the Company Corporation for the Series E Preferred Stock at the close of business on such the applicable record datesdate, not more than 60 days nor less than 10 days preceding the payment dates thereof, as which shall be fixed by the Board of Directors first day of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such datecalendar month, whether or not a Business Day, in which the applicable Dividend Payment Date falls (each, a “Dividend Record Date”). The dividends payable on any dividend period or periods there Dividend Payment Date shall include dividends accumulated to, but not including, such Dividend Payment Date.
(b) No dividends on shares of Series E Preferred Stock shall be funds authorized by the Board or paid or set apart for payment by the Corporation at any time when the terms and provisions of any agreement of the Company Corporation, including any agreement relating to any indebtedness of the Corporation, prohibit the authorization, payment or setting apart for payment thereof or provide that the authorization, payment or setting apart for payment thereof would constitute a breach of the agreement or a default under the agreement, or if the authorization, payment or setting apart for payment shall be restricted or prohibited by law.
(c) Notwithstanding anything to the contrary contained herein, dividends on the Series E Preferred Stock will accumulate whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividendsthose dividends and whether or not those dividends are declared. Accumulations No interest, or sum in lieu of dividends interest, will be payable in respect of any dividend payment or payments on shares the Series E Preferred Stock which may be in arrears, and holders of the Series D E Preferred Stock will not bear interestbe entitled to any dividends in excess of full cumulative dividends described in Section 4(a) hereof. Dividends payable Any dividend payment made on the Series D E Preferred Stock for any period greater or less than a full shall first be credited against the earliest accumulated but unpaid dividend period will be computed on the basis of actual days. Dividends payable on due with respect to the Series D E Preferred Stock for each full dividend period will be computed by dividing Stock. 1 NTD: Insert most recent Dividend Payment Date before the annual dividend rate by fourClosing Date.
(bd) Except as provided in the next sentenceSection 4(e) hereof, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends on the Series E Preferred Stock have been or contemporaneously are declared and paid or are contemporaneously declared and funds a sum sufficient for the payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and thereof is set apart for payment on for all outstanding past dividend periods, (i) no dividends (other than in shares of Common Stock or in shares of any series of Preferred Stock that the Corporation may issue ranking junior to the Series D E Preferred Stock as to dividends and any Parity Stock, (iiupon liquidation) sufficient funds have been shall be declared or paid or set apart for payment upon shares of Common Stock or Preferred Stock that rank junior to or on a parity with the payment Series E Preferred Stock as to dividends or upon liquidation, (ii) no other distribution shall be declared or made upon shares of Common Stock or Preferred Stock that rank junior to or on a parity with the Series E Preferred Stock as to dividends or upon liquidation, and (iii) any shares of Common Stock and Preferred Stock that rank junior to or on a parity with the Series E Preferred Stock as to dividends or upon liquidation shall not be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation (except by conversion into or exchange for other capital stock of the dividend for the current dividend period with respect Corporation that rank junior to the Series D E Preferred Stock as to dividends and upon liquidation and for transfers made pursuant to the provisions of Article VII of the Charter); provided, however, that the foregoing shall not prevent the purchase or acquisition by the Corporation of shares of any class or series of stock pursuant to the provisions of Article VII of the Charter to preserve its status as a REIT (as defined in the Charter) for federal income tax purposes or pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series E Preferred Stock and any Parity Preferred Stock that rank on a parity with the Series E Preferred Stock as to dividends or upon liquidation.
(e) When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series E Preferred Stock and (iii) the Company is not in default or in arrears shares of any other series of Preferred Stock that rank on a parity as to dividends with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D E Preferred Stock, all dividends declared upon the Series E Preferred Stock and any other series of Preferred Stock that rank on a parity as to dividends with the Series E Preferred Stock shall be declared pro rata so that the amount of dividends declared per share of Series E Preferred Stock and such other series of Preferred Stock that the Corporation may issue shall in all cases bear to each other the same ratio that accumulated dividends per share on the Series E Preferred Stock and accumulated or accrued dividends per share on such other series of Preferred Stock (which shall not include any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution accrual in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, unpaid dividends for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior prior dividend periods if such Preferred Stock does not include dividends payable solely in shares of Junior Stock on Junior Stockhave a cumulative dividend) bear to each other. No interest, or sum of money in optionslieu of interest, warrants shall be payable in respect of any dividend payment or payments on rights to holders of Junior the Series E Preferred Stock to subscribe for or purchase any Junior Stockwhich may be in arrears.
Appears in 1 contract
Dividends. (a) Holders of For each quarterly dividend period (a "Dividend Period"), dividends payable on the shares of the Series D B Preferred Stock shall be payable at a rate of 10% of the Initial Liquidation Preference per annum (i.e., an amount equivalent to $2.50 per share per annum) (as adjusted pursuant to the proviso at the end of this sentence, the "Dividend Rate"), provided, however, that if the shares of Common Stock issuable on conversion of the shares of the Series B Preferred Stock have not been listed as required by Section 4(k) hereof, then on June 15 of each year beginning with the year 2000 the Dividend Rate shall be increased by 0.50%. If the shares of Common Stock issuable on conversion of the shares of the Series B Preferred Stock thereafter are listed in accordance with Section 4 hereof then the Dividend Rate will immediately be entitled reduced to receive10%. In the event that two Dividend Rates are in effect during a Dividend Period, whenthe Dividend Rate for such Dividend Period shall be the weighted average of the two Dividend Rates that are in effect during such Dividend Period. The amount of dividends per share for each full Dividend Period shall be computed by dividing the Dividend Rate per annum by four. The Dividend Periods shall commence on the first day of the months of January, April, July and October of each year and shall end on and include the last day of each of the months of March, June, September and December of each year (except that the first Dividend Period shall commence on the date immediately following the last day of the dividend period with respect to which dividends were last paid on the 10% Cumulative Convertible Series A Preferred Stock of CORE Cap, Inc., a Delaware corporation). Dividends shall be cumulative from such date and shall be payable, when and as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for paymenttherefor, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each yearDividend Period, commencing July on [MARCH 31], 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors)2000. Each such dividend will shall be payable paid to the holders of record of shares of the Series B Preferred Stock as they appear on the stock records ledger of the Company at the close of business Corporation on such record datesdate, not more than 60 days nor less than 10 exceeding 45 days preceding the payment dates date thereof, as shall be fixed by the Board of Directors Directors. Undeclared dividends on account of the Company. Dividends will accrue from the date arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from record on such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for exceeding 45 days preceding the payment date thereof, as may be fixed by the Board of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Directors.
(b) Dividends payable on the Series D B Preferred Stock for any period greater or less than a full dividend period will Dividend Period shall be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stocka 360-day year consisting of twelve 30-day months.
(c) So long as When dividends are not paid in full (or a sum sufficient for such full payment is not set apart) upon the shares of the Series D B Preferred Stock and any other series of Preferred Stock ranking on a parity as to dividends with the Series B Preferred Stock, all dividends declared upon shares of the Series B Preferred Stock and any other series of Preferred Stock ranking on a parity as to dividends with the Series B Preferred Stock shall be declared pro rata so that the amount of dividends declared per share on the Series B Preferred Stock and such other Preferred Stock shall in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the shares of the Series B Preferred Stock and such other Preferred Stock bear to each other.
(d) So long as any shares of the Series B Preferred Stock are outstanding, unless no dividend (iother than a dividend in common stock or in any other stock ranking junior to the Series B Preferred Stock as to dividends and upon liquidation, dissolution or winding up and other than as provided in paragraph (c) of this Section 2) shall be declared or paid or set aside for payment and no other distribution declared or made upon the common stock or upon any other stock ranking junior to or on a parity with the Series B Preferred Stock as to dividends or amounts upon liquidation, dissolution or winding up, nor shall any common stock or any other stock of the Corporation ranking junior to or on a parity with the Series B Preferred Stock as to dividends or amounts upon liquidation, dissolution or winding up, be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Corporation or any subsidiary (except by conversion into or exchange for stock of the Corporation ranking junior to the Series B Preferred Stock as to dividends and amounts upon liquidation, dissolution or winding up) unless, in each case, the full cumulative dividends on all outstanding shares of the Series B Preferred Stock shall have been paid or declared and set apart aside for payment on for all outstanding past Dividend Periods and the then current Dividend Period.
(e) Holders of shares of the Series D B Preferred Stock and shall not be entitled to any Parity Stockdividend, (ii) sufficient funds have been paid whether payable in cash, property or set apart for the payment stock, in excess of the dividend for the current dividend period with respect to full cumulative dividends, as herein provided, on the Series D B Preferred Stock. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series B Preferred Stock and any Parity Stock and (iii) the Company is not which may be in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockarrears.
Appears in 1 contract
Dividends. (a) Holders of shares of the Series D E Preferred Stock will be are entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoBoard, out of funds of the Company Corporation legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdividends, cumulative cash dividends at dividends. The initial dividend rate for the rate Series E Preferred Stock from, and including, [•], 20231 to, but not including, March 30, 2024 (the “Fixed Rate Period”), will be 8.250% of the $25.00 per share liquidation preference per annum (equivalent to $2.0625 per annum per share). On and after March 30, 2024 (the “Floating Rate Period”), dividends on the Series E Preferred Stock will accumulate at a percentage of the $0.60 per share 25.00 liquidation preference equal to an annual floating rate of Series D Preferred Stockthe Three-Month LIBOR Rate (as defined below) plus a spread of 5.664%. Dividends on the Series D E Preferred Stock will shall accumulate daily and shall be cumulative from, and including, [•], 20232, and shall be payable quarterly in arrears on the last calendar 30th day of Aprileach March, JulyJune, October September and January of each yearDecember, commencing July 31on [•], 2000 20233 (and in each, as may be modified as provided below, a “Dividend Payment Date”). If any Dividend Payment Date is not a Business Day (as defined below), then the case of any accumulated and unpaid dividends not dividend which would otherwise have been payable on such Dividend Payment Date may be paid on the corresponding next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date, and no interest, additional dividends or other sums will accrue on the amount so payable for the period from and after such Dividend Payment Date to such next succeeding Business Day. Dividends payable on the Series E Preferred Stock for the Fixed Rate Period, including dividends payable for any partial Dividend Period (as defined below), will be computed on the basis of a 360-day year consisting of twelve 1 To be the last dividend payment date, at date before the Effective Time of the Merger (provided that if such additional times Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such interim periodsdividend, if any, as determined by such date shall be the Board of Directorsdividend payment date for such dividend). Each 2 To be the last dividend payment date before the Effective Time of the Merger (provided that if such Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the dividend payment date for such dividend). 3 To be the first dividend payment date after the Effective Time of the Merger (provided that if such Effective Time occurs after the dividend record date for a dividend and before the dividend payment date for such dividend, such date shall be the scheduled dividend payment date for the next succeeding dividend). 30-day months. Dividends payable on the Series E Preferred Stock for the Floating Rate Period, including dividends payable for any partial Dividend Period, will be computed based on the actual number of days in a Dividend Period and a 360-day year. Dividends will be payable to holders of record as they appear on the stock records of the Company Corporation at the close of business on such the applicable record datesdate, not which will be no fewer than ten days and no more than 60 35 days nor less than 10 days preceding prior to the payment dates thereofapplicable Dividend Payment Date, as shall be fixed by the Board of Directors of the Company(each, a “Dividend Record Date”). Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of The dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock Dividend Payment Date shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stockaccumulated to, or in optionsbut not including, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stocksuch Dividend Payment Date.
Appears in 1 contract
Sources: Merger Agreement (Arlington Asset Investment Corp.)
Dividends. (a) The Holders of shares a particular series of Series D Preferred Stock will AMPS shall be entitled to receive, when, as and if declared by the Board of Directors Trustees of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoTrust, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stocktherefor, cumulative dividends each consisting of cash dividends at the rate per annum of $0.60 per share of Series D Preferred StockApplicable Rate and no more, payable on the respective dates set forth below. Dividends on the Series D Preferred Stock will shares of each series of AMPS so declared and payable shall be paid in preference to and in priority over any dividends declared and payable quarterly in arrears on the last calendar day of April, July, October and January Common Shares.
(i) Cash dividends on shares of each yearseries of AMPS shall accumulate at the relevant Applicable Rate(s) from the Date of Original Issue and shall be payable, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if anywhen, as determined and if declared by the Board of Directors)Trustees of the Trust, out of funds legally available therefor, commencing on the Initial Dividend Payment Date. Each such dividend Following the Initial Dividend Payment Date for a series of AMPS, dividends on that series of AMPS will be payable payable, at the option of the Trust, either (i) with respect to holders any 7-Day Dividend Period and any Short Term Dividend Period of record 35 or fewer days, on the day next succeeding the last day thereof, or (ii) with respect to any Short Term Dividend Period of more than 35 days and with respect to any Long Term Dividend Period, monthly on the first Business Day of each calendar month during such Short Term Dividend Period or Long Term Dividend Period and on the day next succeeding the last day thereof (each such date referred to in clause (i) or (ii) being herein referred to as a "Normal Dividend Payment Date"), except that if such Normal Dividend Payment Date is not a Business Day, then the Dividend Payment Date shall be the first Business Day next succeeding such Normal Dividend Payment Date. Although any particular Dividend Payment Date may not occur on the originally scheduled date because of the exceptions discussed above, the next succeeding Dividend Payment Date, subject to such exceptions, will occur on 38 the next following originally scheduled date. If for any reason a Dividend Period for a series of AMPS is scheduled to begin on the same day and end on the same day as a Dividend Period for another series of AMPS, then the last day of such Dividend Period for such other series of AMPS shall be the second Business Day next succeeding such scheduled day unless the Trust obtains the opinion of tax counsel referred to in this paragraph. Subject to the limitation in the next sentence, if for any reason a Dividend Payment Date cannot be fixed as described above, then the Board of Trustees of the Trust shall fix the Dividend Payment Date. However, no Dividend Period of any series of AMPS shall be co-extensive with any Dividend Period of any other series of AMPS unless the Trust has received an opinion of tax counsel that having such co-extensive periods will not affect the deductibility, for federal income tax purposes, of dividends paid on the different series of AMPS. The Board of Trustees of the Trust before authorizing a dividend may change a Dividend Payment Date if such change does not adversely affect the contract rights of the Holders of AMPS set forth in the Declaration of Trust or the Bylaws. The Initial Dividend Period, 7-Day Dividend Periods and Special Dividend Periods with respect to a series of AMPS are hereinafter sometimes referred to as "Dividend Periods." Each dividend payment date determined as provided above is hereinafter referred to as a "Dividend Payment Date."
(ii) Each dividend shall be paid to the Holders as they appear in the Stock Register as of 12:00 noon, New York City time, on the Business Day preceding the Dividend Payment Date. Dividends in arrears for any past Dividend Period may be declared and paid at any time, without reference to any regular Dividend Payment Date, to the Holders as they appear on the stock records of the Company at the close of business Stock Register on such record datesa date, not more than 60 exceeding 15 days nor less than 10 days preceding prior to the payment dates thereofdate therefor, as shall may be fixed by the Board of Directors Trustees of the CompanyTrust.
(i) During the period from and including the Date of Original Issue to but excluding the Initial Dividend Payment Date for a series of AMPS (the "Initial Dividend Period"), the Applicable Rate for such series of AMPS shall be the Initial Dividend Rate. Dividends will accrue Commencing on the Initial Dividend Payment Date for a series of AMPS, the Applicable Rate on that series for each subsequent dividend period (hereinafter referred to as a "Subsequent Dividend Period"), which Subsequent Dividend Period shall commence on and include a Dividend Payment Date and shall end on and include the calendar day prior to the next Dividend Payment Date (or last Dividend Payment Date in a Dividend Period if there is more than one Dividend Payment Date), shall be equal to the rate per annum that results from implementation of the Auction Procedures. For a series of AMPS, the Applicable Rate for such series for each Dividend Period commencing during a Non-Payment Period shall be equal to the Non-Payment Period Rate; and each Dividend Period, commencing after the first day of and during, but not after the end of, a Non-Payment Period shall be a 7-Day Dividend Period. Except in the case of the willful failure of the Trust to pay a dividend on a Dividend Payment Date or to redeem any AMPS on the date set for such redemption, any amount of any dividend due on any Dividend Payment Date (if, prior to the close of business on the second Business Day preceding such Dividend Payment Date, the Trust has declared such dividend payable on such Dividend Payment Date to the Holders of such AMPS as of 12:00 noon, New York City time, on the 39 Business Day preceding such Dividend Payment Date) or redemption price with respect to any AMPS not paid to such Holders when due may be paid to such Holders in the same form of funds by 12:00 noon, New York City time, on any of the original issuance first three Business Days after such Dividend Payment Date or due date, as the case may be, provided that such amount is accompanied by a late charge calculated for such period of non-payment at the Non-Payment Period Rate applied to the amount of such non-payment based on the actual number of days comprising such period (excluding any days that would have been Business Days but for the occurrence of any unforeseen event or unforeseen events that caused such days not to be Business Days) divided by 365, and in such case such period shall not constitute a Non-Payment Period; provided, however, that the Trust shall not be required to pay any late charge if it declares a dividend on the Dividend Payment Date or the Business Day immediately preceding such Dividend Payment Date in accordance with clause (i) of the Series D Preferred Stockdefinition of "Non-Payment Period" and deposits payment for such dividend as contemplated by clause (ii)(A) of the definition of "Non-Payment Period" on or before the second Business Day succeeding the day on which the dividend was declared. Dividends will be cumulative In the case of a willful failure of the Trust to pay a dividend on a Dividend Payment Date or to redeem any AMPS on the date set for such redemption, the preceding sentence shall not apply and the Applicable Rate for the Dividend Period commencing during the Non-Payment Period resulting from such date, whether or not in any dividend period or periods there failure shall be funds the Non-Payment Period Rate. For purposes of the Company legally available for foregoing, payment to a person in same-day funds on any Business Day at any time shall be considered equivalent to payment to such person in New York Clearing House (next-day) funds at the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable same time on the Series D Preferred Stock for preceding Business Day, and any period greater or less than a full dividend period will payment made after 12:00 noon, New York City time, on any Business Day shall be computed considered to have been made instead in the same form of funds and to the same person before 12:00 noon, New York City time, on the basis next Business Day.
(ii) The amount of actual days. Dividends cash dividends per share of any series of AMPS payable (if declared) on the Series D Preferred Stock for Initial Dividend Payment Date, each full dividend period will 7-Day Dividend Period and each Dividend Payment Date of each Short Term Dividend Period shall be computed by dividing multiplying the annual dividend rate Applicable Rate for such Dividend Period by foura fraction, the numerator of which will be the number of days in such Dividend Period or part thereof that such share was outstanding and the denominator of which will be 365, multiplying the amount so obtained by $25,000, and rounding the amount so obtained to the nearest cent. During any Long Term Dividend Period, the amount of cash dividends per share of a series of AMPS payable (if declared) on any Dividend Payment Date shall be computed by multiplying the Applicable Rate for such Dividend Period by a fraction, the numerator of which will be such number of days in such part of such Dividend Period that such share was outstanding and for which dividends are payable on such Dividend Payment Date and the denominator of which will be 360, multiplying the amount so obtained by $25,000, and rounding the amount so obtained to the nearest cent.
(biii) Except as provided The Trust may, at its sole option and to the extent permitted by law, by telephonic and written notice (a "Request for Special Dividend Period") to the Auction Agent and to each Broker-Dealer, request that the next succeeding Dividend Period for a series of AMPS be a number of days (other than seven), evenly divisible by seven and 40 not fewer than fourteen nor more than 364 in the next sentencecase of a Short Term Dividend Period or one whole year or more but not greater than five years in the case of a Long Term Dividend Period, no dividend will specified in such notice, provided that the Trust may not give a Request for Special Dividend Period for a Dividend Period of greater than 28 days (and any such request shall be declared or paid on null and void) unless, for any Parity Stock Auction occurring after the initial Auction, Sufficient Clearing Bids were made in the last occurring Auction and unless full cumulative dividends and any amounts due with respect to redemptions have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full. Such Request for Special Dividend Period, then any dividends declared in the case of a Short Term Dividend Period, shall be given on or prior to the Series D Preferred Stock second Business Day but not more than seven Business Days prior to an Auction Date for any dividend period and a series of AMPS and, in the case of a Long Term Dividend Period, shall be given on any Parity Stock will be declared ratably in proportion or prior to accumulated and unpaid dividends on the Series D Preferred Stock and second Business Day but not more than 28 days prior to an Auction Date for a series of AMPS. Upon receiving such Parity Stock.
(cRequest for Special Dividend Period, the Broker-Dealer(s) So long as shall jointly determine the shares Optional Redemption Price of the Series D Preferred Stock AMPS during such Special Dividend Period and the Specific Redemption Provisions and shall be outstandinggive the Trust and the Auction Agent written notice (a "Response") of such determination by no later than the second Business Day prior to such Auction Date. In making such determination the Broker-Dealer(s) will consider (1) existing short-term and long-term market rates and indices of such short-term and long-term rates, unless (2) existing market supply and demand for short-term and long-term securities, (3) existing yield curves for short-term and long-term securities comparable to the AMPS, (4) industry and financial conditions which may affect the AMPS, (5) the investment objectives of the Trust, and (6) the Dividend Periods and dividend rates at which current and potential beneficial holders of the AMPS would remain or become beneficial holders. After providing the Request for Special Dividend Period to the Auction Agent and each Broker-Dealer as set forth above, the Trust may by no later than the second Business Day prior to such Auction Date give a notice (a "Notice of Special Dividend Period") to the Auction Agent, the Securities Depository and each Broker-Dealer which notice will specify (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares the duration of the Series D Preferred Stock and any Parity StockSpecial Dividend Period, (ii) sufficient funds have been paid or set apart for the payment of Optional Redemption Price as specified in the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock related Response and (iii) the Company Specific Redemption Provisions, if any, as specified in the related Response. The Trust also shall provide a copy of such Notice of Special Dividend Period to ▇▇▇▇▇'▇ and any Substitute Rating Agency. The Trust shall not give a Notice of Special Dividend Period and, if the Trust has given a Notice of Special Dividend Period, the Trust is required to give telephonic and written notice of its revocation (a "Notice of Revocation") to the Auction Agent, each Broker-Dealer, and the Securities Depository on or prior to the Business Day prior to the relevant Auction Date if (x) either the 1940 Act Preferred Shares Asset Coverage is not in default satisfied or in arrears the Trust shall fail to maintain ▇▇▇▇▇'▇ Eligible Assets with an aggregate Discounted Value at least equal to the Preferred Shares Basic Maintenance Amount, on each of the two Valuation Dates immediately preceding the Business Day prior to the relevant Auction Date on an actual basis and on a pro forma basis giving effect to the proposed Special Dividend Period (using as a pro forma dividend rate with respect to such Special Dividend Period the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or dividend rate which the Broker-Dealers shall advise the Trust is an approximately equal rate for securities similar to the AMPS with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (xan equal dividend period) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection sufficient funds for the payment of dividends payable on the immediately succeeding Dividend Payment Date have not been 41 irrevocably deposited with the cashless exercise Auction Agent by the close of options under employee incentive or benefit plans business on the third Business Day preceding the Auction Date immediately preceding such Dividend Payment Date. The Trust also shall provide a copy of such Notice of Revocation to ▇▇▇▇▇'▇ and any Substitute Rating Agency. If the Trust is prohibited from giving a Notice of Special Dividend Period as a result of any of the Company factors enumerated in clause (x) or any subsidiary (y) above or any other redemption or purchase or other acquisition if the Trust gives a Notice of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph Revocation with respect to a Notice of Special Dividend Period for any Parity Stockseries of AMPS, the next succeeding Dividend Period will be a 7-Day Dividend Period. As used In addition, in this subparagraph the event Sufficient Clearing Bids are not made in an Auction, or if an Auction is not held for any reason, such next succeeding Dividend Period will be a 7-Day Dividend Period and the Trust may not again give a Notice of Special Dividend Period for the AMPS (cand any such attempted notice shall be null and void) until Sufficient Clearing Bids have been made in an Auction with respect to a 7-Day Dividend Period. If an Auction is not held because an unforeseen event or unforeseen events cause a day that otherwise would have been a Dividend Payment Date or an Auction Date not to be a Business Day, then the length of the Dividend Period relating to such Dividend Payment Date shall be extended by seven days (or a multiple thereof if necessary because of such unforeseen event or events) (an "Extension Period"), the term "dividend" with Applicable Rate for such Extension Period shall be the Applicable Rate for the Dividend Period so extended and the Dividend Payment Date for such Dividend Period shall be the first Business Day next succeeding the end of such Extension Period.
(i) Holders shall not be entitled to any dividends, whether payable in cash, property or AMPS, in excess of full cumulative dividends as herein provided. Except for the late charge payable pursuant to Section 11.2(c)(i) hereof, no interest, or sum of money in lieu of interest, shall be payable in respect to Junior Stock does of any dividend payment on the AMPS that may be in arrears.
(ii) For so long as any AMPS are Outstanding, the Trust shall not include dividends payable solely declare, pay or set apart for payment any dividend or other distribution (other than a dividend or distribution paid in shares of Junior Stock on Junior Stockof, or in options, warrants on or rights to holders of Junior Stock to subscribe for or purchase, Common Shares or other shares of beneficial interest, if any, ranking junior to the AMPS as to dividends or upon liquidation) in respect of the Common Shares or any other shares of beneficial interest of the Trust ranking junior to or on a parity with the AMPS as to dividends or upon liquidation, or call for redemption, redeem, purchase or otherwise acquire for consideration any Junior Stock.Common Shares or any other such junior shares (except by conversion into or exchange for shares of the Trust ranking junior to the AMPS as to dividends and upon liquidation) or any other such Parity Shares (except by conversion into or exchange for stock of the Trust ranking junior to or on a parity with the AMPS as to dividends and upon liquidation), unless (A) immediately after such transaction, the Trust shall have ▇▇▇▇▇'▇ Eligible Assets each with an aggregate Discounted Value equal to or greater than the Preferred Shares Basic Maintenance Amount and the Trust shall maintain the 1940 Act Preferred Shares Ass
Appears in 1 contract
Dividends. (a) Holders of shares The holders of Series D I Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company Corporation legally available for paymenttherefor, subject on any shares of Series I Preferred Stock that have not been converted pursuant to the prior and superior rights of Senior StockSection IV, but pari passu with Parity Stockdividends, and in preference to Junior Stock, cumulative cash dividends at the rate of sixty dollars ($60.00) per share per annum, or 6% per annum (the "Dividend Rate") of the liquidation preference of one thousand dollars ($0.60 1,000.00) per share of Series D Preferred Stock. Dividends share, on the Series D I Preferred Stock, which dividends shall be cumulative, shall accrue on a daily basis without interest from the date of issuance of the Series I Preferred Stock will be payable quarterly in arrears on the last calendar day of April(or, July, October and January of each year, commencing July 31, 2000 (and in the case of dividends on PIK Shares (as defined below), from the date on which such PIK Shares were payable in lieu of cash dividends), and shall be payable semi-annually in arrears on December 1 and June 1 of each year (each a "Series I Payment Date"), commencing December 1, 2003 (except that if any accumulated and unpaid dividends such date is not paid a Business Day, then such dividend shall be payable on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by next succeeding day that is a Business Day) to the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records transfer books of the Company at the close Corporation on each November 15 and May 15 (each a "Record Date"). The accumulation and accrual of business dividends on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D I Preferred Stock. Dividends will be cumulative from such date, Stock shall occur regardless of whether or not in any dividend period or periods there the Corporation shall be have funds of the Company legally available for the payment of such dividends. Accumulations The amount of dividends on shares payable per share of Series D Preferred Stock will not bear interest. Dividends payable on the Series D I Preferred Stock for the initial dividend period and any period greater or less shorter than a full semi-annual dividend period will shall be computed on the basis of actual daysa 360-day year consisting of twelve 30-day months. Dividends payable Prior to December 23, 2005 the Corporation may, in lieu of the payment of dividends in cash on the Series D I Preferred Stock, pay dividends on all outstanding shares of Series I Preferred Stock through the issuance of additional shares (or fractions thereof) of Series I Preferred Stock ("PIK Shares"), having an aggregate liquidation preference equal to the amount of such dividends and a conversion price equal to the Closing Price (as defined herein) on the relevant Series I Dividend Payment Date. On each such Series I Payment Date that the Corporation is to pay dividends in PIK Shares, the Corporation shall issue and deliver PIK Shares to the holders of Series I Preferred Stock entitled to such dividend payments or make a record of such dividend on books kept by the Corporation for each full such purpose and, upon request, issue and deliver PIK Shares to evidence any such record entry to the holder making such request. The issuance of such PIK Shares shall constitute "payment" of the related dividend period will be computed by dividing the annual for all purposes of this Certificate of Designation. In no event, so long as any Series I Preferred Stock shall remain outstanding, shall (i) any dividend rate by four.
(b) Except as provided in the next sentence, no dividend will whatsoever be declared or paid on upon, nor shall any Parity distribution be made upon, any Common Stock, or any other capital stock of the Corporation ranking junior as to the payment of dividends ("Junior Dividend Stock"), other than a dividend or distribution payable only in shares of Common Stock or Junior Dividend Stock, unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for until all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D I Preferred Stock and such Parity Stock.
(c) So long as , including the shares of full dividend for the Series D Preferred Stock shall be outstandingthen current period, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stockpayment, (ii) sufficient funds (A) except as set forth in clause (B) following, any dividend whatsoever be declared or paid upon, nor shall any distribution be made upon, any other capital stock of the Corporation ranking on a parity as to the payment of dividends (the "Parity Dividend Stock"), for any period unless and until cumulative dividends have been been, or contemporaneously are, paid or declared and set apart for the such payment of the dividend for the current dividend period with respect to the Series D I Preferred Stock and any such Parity Dividend Stock for all dividend periods terminating on or prior to the date of payment of such full cumulative dividends and (B) when dividends are not paid in full upon the Series I Preferred Stock and the Parity Dividend Stock, all dividends paid or declared and set aside for payment upon shares of Series I Preferred Stock shall be paid or declared and set aside for payment pro rata so that the amount of dividends paid or declared and set aside for payment per share on the Series I Preferred Stock and the Parity Dividend Stock shall in all cases bear to each other the same ratio that accrued and unpaid dividends per share on the shares of Series I Preferred Stock and Parity Dividend Stock bear to one another, (iii) without the Company is not in default or in arrears with respect to written consent of the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund forMajority Holders, any shares of Common Stock, Junior Dividend Stock or make any distribution in respect thereof, whether in cash Parity Dividend Stock be purchased or property or in obligations or stock of redeemed by the Company, other than (x) Junior Stock which is neither convertible intoCorporation, nor exchangeable (iv) any moneys be paid to or exercisable for, made available for a sinking fund for the purchase or redemption of any securities of the Company other than Junior Common Stock, Junior Dividend Stock or (y) Parity Dividend Stock. No cash dividend shall be declared or paid on any Common Stock acquired in connection unless at the same time a like proportionate dividend shall be declared or paid on the Series I Preferred Stock, to be determined on an as-converted basis with each holder of Series I Preferred Stock receiving such proportionate dividend based on the cashless exercise number of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition shares of Common Stock made in the ordinary course of business, into which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in its shares of Junior Series I Preferred Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockare convertible.
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Dividends. (a) Holders of the outstanding shares of Series D E Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds legally available therefor, dividends on each share of the Company legally available for payment, subject to the prior and superior rights of Senior Series E Preferred Stock, but pari passu with Parity Stockcalculated and payable quarterly (each such quarterly period being hereinafter called a "Dividend Period"), and in preference to Junior Stock, cumulative cash dividends at the a rate per annum equal to 6.5% of $0.60 per the Liquidation Preference of such share; provided, however, that without first obtaining stockholder approval pursuant to the rules of the Nasdaq Stock Market, or, in lieu thereof, if allowed by the Nasdaq Stock Market, otherwise delivering notice to stockholders, the aggregate number of shares of Common Stock that are issued as dividends pursuant to this Section (3) at a price below the Initial Market Price shall not exceed 20% of the number of shares of Common Stock that are issued and outstanding as of the Issue Date (the "Base Shares"). If the aggregate number of shares of Common Stock that have been issued as dividends on the Series E Preferred Stock pursuant to this Section (3) at a price below the Initial Market Price exceeds at any time 5% of the Base Shares, the Corporation agrees, for the benefit of the holders of the Series E Preferred Stock, to seek (if not previously obtained) approval at the next annual meeting of the Corporation's stockholders of the issuance of any future dividends payable in Common Stock pursuant to this paragraph (a) of this Section (3) which may exceed 20% of the Base Shares. All dividends on shares of the Series E Preferred Stock, to the extent accrued, shall be cumulative, whether or not earned or declared, on a daily basis from the last date through which dividends have been paid or, if no dividends have been paid, from the date upon which each such share of Series D Preferred Stock. Dividends on the Series D E Preferred Stock will was initially issued, and shall be payable quarterly in arrears on the last calendar day of AprilMarch 15, JulyJune 15, October September 15 and January December 15 of each yearyear (each a "Dividend Payment Date"), commencing July 31on September 15, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date1998, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days Business Day immediately preceding the payment dates thereof, as relevant Dividend Payment Date. Such dividends shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period they have been declared and whether or periods not there shall be are net profits, surplus or other funds of the Company Corporation legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.
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Dividends. (a) From and after the Effective Date, the Holders of shares of Series D Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds of the Company legally available for paymenttherefor, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, non-cumulative cash dividends at in the rate per annum amount determined as set forth in Sections 4(b) and 4(c), and shall be entitled to share in the distributions referred to in Section 4(j).
(b) If the Board of $0.60 Directors declares and pays a cash dividend in respect of any shares of Common Stock, then the Board of Directors shall declare and pay to the Holders a cash dividend in an amount per share of Series D B Preferred Stock equal to the product of (i) the per share dividend declared and paid in respect of each share of Common Stock and (ii) the number of shares of Common Stock into which such share of Series B Preferred Stock is then convertible. Dividends payable pursuant to this Section 4(b) shall be payable on the same date that dividends are payable to holders of shares of Common Stock, and no dividends shall be payable to holders of shares of Common Stock unless the full dividends contemplated by this Section 4(b) are paid at the same time in respect of the Series B Preferred Stock. Dividends .
(c) In the event that the Stockholder Approvals shall not have been obtained by the Record Date with respect to the Section 4(c) Dividend Period ending on December 30, 2008, commencing on December 31, 2008, in lieu of the Series D Preferred Stock will dividends provided for in Section 4(b), dividends shall be payable quarterly in arrears on the last calendar day of AprilMarch 31, JulyJune 30, October September 30 and January December 31 of each yearyear (each, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periodsa “Section 4(c) Dividend Payment Date”) or, if anyany such day is not a Business Day, the next Business Day. Dividends payable pursuant to this Section 4(c), if, when and as determined declared by the Board of Directors). Each such dividend , will be be, for each outstanding share of Series B Preferred Stock, payable to holders of record as they appear at an annual rate on the stock records Liquidation Preference equal to the Special Dividend Rate (such dividend, the “Special Dividend”); provided that, in the event that the As-Converted Dividend for any Section 4(c) Dividend Period is greater than the Special Dividend, each outstanding share of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as Series B Preferred Stock shall be fixed entitled to receive, if, when and as declared by the Board of Directors of Directors, the Company. Dividends will accrue from As-Converted Dividend rather than the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interestSpecial Dividend. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period pursuant to this Section 4(c) will be computed on the basis of a 360-day year of twelve 30-day months and, for any Section 4(c) Dividend Period greater or less than a full Section 4(c) Dividend Period, will be computed on the basis of the actual daysnumber of days elapsed in the period divided by 360. No interest or sum of money in lieu of interest will be paid on any dividend payment on the Series B Preferred Stock paid later than the scheduled Section 4(c) Dividend Payment Date. As used herein, “Section 4(c) Dividend Period” means (i) the period from and including September 30, 2008 to and including December 30, 2008 and (ii) each period thereafter from and including a Section 4(c) Dividend Payment Date and to and including the day immediately preceding the following Section 4(c) Dividend Payment Date.
(d) Each dividend will be payable to Holders of record as they appear in the records of the Company on the applicable record date (each, a “Record Date”), which (i) with respect to dividends payable pursuant to Section 4(b), shall be the same as the record date for the payment of the corresponding dividend payable in respect of the Common Stock and (ii) with respect to dividends payable pursuant to Section 4(c), shall be on the 15th day of the month in which the relevant Section 4(c) Dividend Payment Date occurs or, if such date is not a Business Day, the next day that is a Business Day.
(e) Dividends on the Series B Preferred Stock are non-cumulative. If the Board of Directors does not declare a dividend on the Series B Preferred Stock for a Section 4(c) Dividend Period prior to the related Section 4(c) Dividend Payment Date, the Holders will have no right to receive any dividend for the Section 4(c) Dividend Period, and the Company will have no obligation to pay a dividend for that Section 4(c) Dividend Period, whether or not dividends are declared and paid for any future Section 4(c) Dividend Period with respect to the Series B Preferred Stock or the Common Stock or any other class or series of the Company’s preferred stock.
(f) The Company shall not declare or pay or set apart for payment dividends on any Parity Securities unless the Company has declared and paid, or set apart for payment, dividends on the Series B Preferred Stock for the most recent Section 4(c) Dividend Period ending on or before the dividend payment date of such Parity Securities, ratably with dividends on such Parity Securities, in proportion to the respective amounts of (A) the full amount of dividends payable on the Series D B Preferred Stock for each such Section 4(c) Dividend Period and (B) the accumulated and unpaid dividends, or the full amount of dividends payable for the most recent dividend period will be computed by dividing in the annual dividend rate by fourcase of non-cumulative Parity Securities, on such Parity Securities.
(bg) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless If full cumulative quarterly dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion payable pursuant to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(cSection 4(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D B Preferred Stock for any Section 4(c) Dividend Period have not been declared and paid, or declared and funds set aside therefor, the Company shall not declare or pay dividends with respect to, or redeem, purchase or acquire any Parity Stockof, its Junior Securities during the next succeeding Section 4(c) Dividend Period, other than (i) redemptions, purchases or other acquisitions of Junior Securities in connection with any benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants or in connection with a dividend reinvestment or shareholder stock purchase plan, (ii) sufficient funds have been paid any declaration of a dividend in connection with any shareholders’ rights plan, or set apart for the payment issuance of the dividend for the current dividend period rights, stock or other property under any shareholders’ rights plan, including with respect to any successor shareholders’ rights plan, or the Series D Preferred Stock and any Parity Stock redemption or repurchase of rights pursuant thereto and (iii) conversions into or exchanges for other Junior Securities and cash solely in lieu of fractional shares of the Company is not in default or in arrears with respect Junior Securities.
(h) Payments of cash for dividends will be delivered to the mandatory Holder at their addresses listed in the stock record books maintained by the Transfer Agent or, in the case of Global Preferred Stock, through a book-entry transfer through DTC or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect any successor Depositary.
(i) If a Conversion Date on which a Holder elects to any sinking or other analogous fund for, the convert Series D B Preferred Stock or is prior to the Record Date for any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, declared dividend for the purpose of Section 4(c) Dividend Period, such Holder will not have the right to receive any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (cdeclared dividend for that Section 4(c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.
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Dividends. (a) Holders Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series D A Preferred Stock will in preference to the holders of shares of Common Stock of the Corporation and any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for paymentthe purpose, dividends payable in cash in an amount per share (rounded to the nearest cent) equal to, subject to the prior and superior rights provision for adjustment hereinafter set forth, 1000 times the aggregate per share amount of Senior Stock, but pari passu with Parity Stockall cash dividends, and dividends payable in preference kind in an amount per share (rounded to Junior Stockthe nearest cent) equal to, cumulative subject to the provision for adjustment hereinafter set forth, 1000 times the aggregate per share amount of all non-cash dividends at or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the rate per annum outstanding shares of $0.60 per share of Series D Preferred Common Stock (by reclassification or otherwise), declared on the Common Stock. Dividends on In the Series D Preferred Stock will be payable quarterly in arrears on event the last calendar day of April, July, October and January of each year, commencing July 31Corporation shall at any time after May 15, 2000 (and the "Rights Declaration Date")
(i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable amount to which holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D A Preferred Stock will not bear interest. Dividends payable on were entitled immediately prior to such event under clause (b) of the Series D Preferred preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock for any period greater or less than a full dividend period will be computed on outstanding immediately after such event and the basis denominator of actual days. Dividends payable on which is the Series D Preferred number of shares of Common Stock for each full dividend period will be computed by dividing the annual dividend rate by fourthat were outstanding immediately prior to such event.
(b) Except The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (a) above immediately after it declares a dividend or distribution on the next sentence, no Common Stock (other than a dividend will be declared payable in shares of Common Stock) and shall pay such dividend or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside distribution on the Series D A Preferred Stock for all prior immediately before it pays a dividend periods. If accrued dividends or distribution on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Common Stock.
(c) So long as The Board of Directors may fix a record date for the determination of holders of shares of the Series D A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of no more than 60 days prior to the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart date fixed for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.
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Dividends. (a) Holders The holders of shares of Series D Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior all of the Corporation’s common stock, $0.001 par value per share (the “Common Stock”), cumulative cash dividends at the rate issued previously or hereafter, a 7.0% per annum dividend on the Original Issue Price of $0.60 per each share of Series D Preferred Stock held by such holder that is cumulative and payable in kind per share in such number of shares of Series D Preferred Stock determined using a price per share equal to $11.0741176 per share (adjusted appropriately for stock splits, stock dividends, recapitalizations, consolidations, mergers, reclassifications and the like with respect to the Series D Preferred Stock) (the “Original Issue Price’’) and calculated on actual number of days elapsed in a year of 365 days. In lieu of the issuance of a fractional share of Series D Preferred Stock as a dividend, the Corporation shall issue a whole share of Series D Preferred Stock (rounded to the nearest whole share), determined on the basis of the total number of shares of Series D Preferred Stock held by the holder with respect to which such dividends are being calculated. Such dividends will be cumulative and compound on a quarterly basis to the extent not paid for any reason. Dividends on will accrue and be cumulative from the date that the Series D Preferred Stock will be payable quarterly in arrears on is issued under the last calendar day Certificate of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateDesignation, whether or not in any dividend period the Corporation has earnings or periods profits, whether or not there shall be are funds of the Company legally available for the payment of such dividendsdividends and whether or not such dividends are declared or paid. Accumulations Quarterly dividends will be paid on the last business day of the fiscal quarter (the “Payment Date”). Dividends paid in an amount less than the total amount of such accrued dividends at the time shall be allocated pro rata on a share-by-share basis among all shares of Series D Preferred Stock will not bear interestat the time outstanding. Dividends payable on The record date for determination of the holders of Series D Preferred Stock for any period greater entitled to receive payment of a dividend thereon shall be fifteen (15) days before the Payment Date, or such other date that the Corporation establishes no less than a full ten (10) days and no more than thirty (30) days preceding the Payment Date. In addition, if and when any dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be is declared or paid by the Board of Directors with respect to the Common Stock, the Board of Directors shall also declare and pay the same dividend on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares each share of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment then outstanding on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect an as-if-converted to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockbasis.
Appears in 1 contract
Sources: Restructuring and Exchange Agreement (Yuma Energy, Inc.)
Dividends. (a) Holders of shares of Series D B Convertible Preferred Stock will shall be entitled to receive, when, as and if when declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds and assets of the Company legally available for paymenttherefore, subject to an annual dividend (calculated on the prior and superior rights basis of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends at the rate per annum redemption price of $0.60 5.00 per share of Series D B Convertible Preferred Stock) of fifteen (15%) percent per annum, payable on a calendar quarter basis on or before the 20th day following each calendar quarter for the quarter just ended quarter, to stockholders of record on the respective record dates (which shall be the tenth day of the last month for the calendar quarter just ended. Notwithstanding anything herein to the contrary, at the option of the Company, any dividends on the Series B Convertible Preferred Stock may be paid either in cash or in kind and if paid in kind each share of Series B Convertible Preferred Stock to be received shall be valued at $5.00 per share for purposes of such dividend payment. No fractional shares shall be issued for dividends paid in kind and such dividends to be paid to any shareholder shall be rounded up to the next whole share of Series B Convertible Preferred Stock. Dividends on each share of the Series D B Convertible Preferred Stock will shall accrue and be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue cumulative from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there issue and shall be funds appropriately prorated with respect to the period between such date of issue and the Company legally available for the first dividend payment of such dividendsdate. Accumulations of dividends on shares of Series D Preferred Stock will shall not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the any shares of the Series D B Convertible Preferred Stock shall be are outstanding, unless (i) full cumulative dividends the Company shall have been paid not declare and pay or declared and set apart for payment any dividends or make any other distribution on the Common Stock and shall not redeem, retire, purchase or otherwise acquire, any shares of common stock or preferred stock, unless at the time of making such declaration, payment, distribution, redemption, retirement, purchase or acquisition dividends on all outstanding shares of the Series D B Convertible Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.all past
Appears in 1 contract
Dividends. (a) Holders of shares of the Series D DD Preferred Stock will shall be entitled to receive, when, as as, and if declared by the Board of Directors or any duly authorized committee of the Company and only with the consent Board of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds of the Company assets legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, non-cumulative cash dividends at based on the rate per annum liquidation preference of $0.60 10,000 per share of the Series D DD Preferred Stock. Dividends If declared by the Board of Directors or any duly authorized committee of the Board of Directors, the Corporation shall pay dividends on the Series D DD Preferred Stock will be payable quarterly in arrears arrears, on the last calendar day of AprilMarch 1, JulyJune 1, October September 1 and January December 1 of each year, commencing July 31beginning on December 1, 2000 2018 (each such day on which dividends are payable a “Dividend Payment Date”). In the event that any Dividend Payment Date falls on a day that is not a Business Day (as defined below), the dividend payment due on that date shall be postponed to the next day that is a Business Day and in no additional dividends shall accrue as a result of that postponement. The period from and including any Dividend Payment Date to but excluding the case next Dividend Payment Date is referred to herein as a “Dividend Period”, provided that the initial Dividend Period shall be the period from and including the original issue date of any accumulated and unpaid dividends not paid the Series DD Preferred Stock to but excluding the next Dividend Payment Date. Dividends on each share of the Series DD Preferred Stock shall accrue from the original issue date at a rate equal to 5.75% per annum on the corresponding dividend payment dateliquidation preference of $10,000 per share, at such additional times and for such interim periods, if any, as determined by the Board of Directors)each Dividend Period. Each such dividend will shall be payable paid to the holders of record of the shares of the Series DD Preferred Stock as they appear on the stock records register of the Company at the close of business Corporation on such record datesdate, not more than 60 days nor less than 10 30 days preceding the payment dates thereofapplicable Dividend Payment Date, as shall be fixed by the Board of Directors or any duly authorized committee of the CompanyBoard of Directors. Dividends will accrue from the date The amount of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there dividends payable shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed calculated on the basis of actual daysa 360-day year of twelve 30-day months. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock Dollar amounts resulting from that calculation shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect rounded to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears nearest cent, with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockone-half cent being rounded upward.
Appears in 1 contract
Dividends. (a) Holders of shares of the Series D Preferred Stock will be are entitled to receive, when, as and if authorized by the Board and declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoCorporation, out of funds of the Company Corporation legally available for payment, subject to the prior and superior rights payment of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stockdividends, cumulative cash dividends at the rate of 7.75% of the $25.00 per share liquidation preference per annum of (equivalent to $0.60 1.9375 per share of Series D Preferred Stockannum per share). Dividends on the Series D Preferred Stock will shall accumulate daily and shall be cumulative from, and including, [July 15, 2018]1 and shall be payable for each subsequent quarterly dividend period, quarterly in arrears on the last calendar 15th day of each January, April, JulyJuly and October (each, October and January of each yeara “Dividend Payment Date”); provided, commencing July 31that if any Dividend Payment Date is not a Business Day (as defined below), 2000 (and in then the case of any accumulated and unpaid dividends not dividend which would otherwise have been payable on that Dividend Payment Date may be paid on the corresponding next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date and no interest, additional dividends or other sums will accumulate on the amount so payable for the period from and after such Dividend Payment Date to such next succeeding Business Day. Any dividend payment datepayable on the Series D Preferred Stock, at such additional times and including dividends payable for such interim periodsany partial dividend period, if any, as determined by will be computed on the Board basis of Directors)a 360-day year consisting of twelve 30-day months. Each such dividend Dividends will be payable to holders of record as they appear on in the stock records of the Company Corporation for the Series D Preferred Stock at the close of business on such the applicable record datesdate, not more than 60 days nor less than 10 days preceding the payment dates thereof, as which shall be fixed by the Board of Directors first day of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such datecalendar month, whether or not a Business Day, in which the applicable Dividend Payment Date falls (each, a “Dividend Record Date”). The dividends payable on any dividend period or periods there Dividend Payment Date shall be funds of the Company legally available for the payment of include dividends accumulated to, but not including, such dividends. Accumulations of Dividend Payment Date.
(b) No dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on shall be authorized by the Series D Preferred Stock Board or paid or set apart for payment by the Corporation at any period greater time when the terms and provisions of any agreement of the Corporation, including any agreement relating to any indebtedness of the Corporation, prohibit the authorization, payment or less than setting apart for payment thereof or provide that the authorization, payment or setting apart for payment thereof would constitute a full dividend period will breach of the agreement or a default under the agreement, or if the authorization, payment or setting apart for payment shall be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed restricted or prohibited by dividing the annual dividend rate by fourlaw.
(bc) Except as provided in Notwithstanding anything to the next sentencecontrary contained herein, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock will accumulate whether or not the Corporation has earnings, whether or not there are funds legally available for all prior periods have the payment of those dividends and whether or not been paid those dividends are declared. No interest, or sum in fulllieu of interest, then will be payable in respect of any dividends declared dividend payment or payments on the Series D Preferred Stock for any dividend period which may be in arrears, and on any Parity holders of the Series D Preferred Stock will not be declared ratably entitled to any dividends in proportion excess of full cumulative dividends described in Section 4(a) hereof. Any dividend payment made on the Series D Preferred Stock shall first be credited against the earliest accumulated but unpaid dividend due with respect to accumulated and unpaid the Series D Preferred Stock. 1 NTD: Insert most recent Dividend Payment Date before the Closing Date.
(d) Except as provided in Section 4(e) hereof, unless full cumulative dividends on the Series D Preferred Stock have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods, (i) no dividends (other than in shares of Common Stock or in shares of any series of Preferred Stock that the Corporation may issue ranking junior to the Series D Preferred Stock as to dividends and upon liquidation) shall be declared or paid or set apart for payment upon shares of Common Stock or Preferred Stock that the Corporation may issue ranking junior to or on a parity with the Series D Preferred Stock as to dividends or upon liquidation, (ii) no other distribution shall be declared or made upon shares of Common Stock or Preferred Stock that the Corporation may issue ranking junior to or on a parity with the Series D Preferred Stock as to dividends or upon liquidation, and (iii) any shares of Common Stock and Preferred Stock that the Corporation may issue ranking junior to or on a parity with the Series D Preferred Stock as to dividends or upon liquidation shall not be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such Parity Stockshares) by the Corporation (except by conversion into or exchange for other capital stock of the Corporation that it may issue ranking junior to the Series D Preferred Stock as to dividends and upon liquidation and for transfers made pursuant to the provisions of Article VII of the Charter); provided, however, that the foregoing shall not prevent the purchase or acquisition by the Corporation of shares of any class or series of stock pursuant to the provisions of Article VII of the Charter to preserve its status as a REIT (as defined in the Charter) for federal income tax purposes or pursuant to a purchase or exchange offer made on the same terms to holders of all outstanding shares of Series D Preferred Stock and any Preferred Stock that the Corporation may issue ranking on a parity with the Series D Preferred Stock as to dividends or upon liquidation.
(ce) So long as When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series D Preferred Stock and the shares of any other series of Preferred Stock that the Corporation may issue ranking on a parity as to dividends with the Series D Preferred Stock, all dividends declared upon the Series D Preferred Stock and any other series of Preferred Stock that the Corporation may issue ranking on a parity as to dividends with the Series D Preferred Stock shall be outstanding, unless (i) full cumulative declared pro rata so that the amount of dividends declared per share of Series D Preferred Stock and such other series of Preferred Stock that the Corporation may issue shall have been paid or declared and set apart for payment in all cases bear to each other the same ratio that accumulated dividends per share on all outstanding shares of the Series D Preferred Stock and accumulated or accrued dividends per share on such other series of Preferred Stock that the Corporation may issue (which shall not include any Parity Stockaccrual in respect of unpaid dividends for prior dividend periods if such Preferred Stock does not have a cumulative dividend) bear to each other. No interest, (ii) sufficient funds have been paid or set apart for the sum of money in lieu of interest, shall be payable in respect of any dividend payment of the dividend for the current dividend period with respect to or payments on the Series D Preferred Stock and any Parity Stock and (iii) the Company is not which may be in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockarrears.
Appears in 1 contract
Dividends. Dividends on each share of the Series A Convertible Preferred Stock shall accrue at the rate of ten percent (a10%) Holders per annum on the sum of the Series A Initial Liquidation Value and the accrued but unpaid dividends on such share from and including (x) the Series A Initial Issuance Date in the case of shares of Series D A Convertible Preferred Stock will purchased with the Series A Initial Investment Amount, including, for the avoidance of doubt, shares of Series A Convertible Preferred Stock purchased in connection with the Tender Offer Transactions, (y) the date that is eighteen months after the Series A Initial Issuance Date (the “Note Conversion Date”) in the case of shares of Series A Convertible Preferred Stock issued on or after the Note Conversion Date pursuant to the Bridge Notes or (z) the date such share is required to be entitled issued pursuant Section 9.8(e) of the Stock Purchase Agreement. Such dividends shall be fully cumulative and accumulate and accrue continually and compound annually at the rate described above, whether or not they have been declared and whether or not there are funds of the Corporation legally available for the payment thereof. The aggregate accrued but unpaid dividends (including accrued but unpaid dividends based on the annual compounding provided for herein) on the Series A Convertible Preferred Stock are referred to receive, herein as “Series A Unpaid Dividends.” Dividends on the Series A Convertible Preferred Stock shall be payable only when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender thereto, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and as provided in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Section C. Dividends accrued on the Series D A Convertible Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable one-year period beginning on the Series D Preferred Stock for any period greater A Initial Issuance Date shall not be declared or less than a full dividend period will be computed on the basis of actual days. Dividends payable paid; dividends accrued on the Series D A Convertible Preferred Stock for each full dividend after such one-year period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will may only be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid paid, in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default whole or in arrears with respect to part, at any time or times during the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution calendar year in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockthey accrue.
Appears in 1 contract
Dividends. (a) Holders Subject to the provisions below, the holders of shares of the Series D A Preferred Stock will shall be entitled to receive, when, as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stocktherefor, cumulative cash dividends. The rate of dividends per share shall be expressed as a percentage of the Liquidation Value in effect at the relevant time (as applicable, “Series A Dividend Rate”) and shall be an annual rate per annum of $0.60 per share equal to six percent (6%) until December 31, 2005, and ten percent (10%) thereafter. Such dividends on shares of Series D Preferred Stock. Dividends on the Series D A Preferred Stock will be payable quarterly in arrears on the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as shall be fixed by the Board of Directors of the Company. Dividends will accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, 2004 (the “Effective Date”), whether or not in any dividend period the Company shall be legally permitted to make the payment of such dividends and whether or periods not such dividends are declared, and shall be payable when, as and if declared by the Board of Directors, out of funds legally available therefor on each April 1, July 1, October 1, and January 1 occurring after the Effective Date (as applicable, each a “Series A Dividend Payment Date”). “Cumulative dividends shall at all times accrue from and including the Effective Date to and including a Series A Dividend Payment Date, at a compounded rate equal to the then-applicable Series A Dividend Rate. Such dividends shall accrue whether or not there shall be (at the time such dividend becomes payable or at any other time) profits, surplus or other funds of the Company legally available for the payment of such dividends. Accumulations At all times at which any dividends with respect to the Series A Preferred Stock have accrued but remain unpaid, absent the affirmative vote of dividends on the holders of a majority of the shares of Series D A Preferred Stock will then outstanding, the Company shall not bear interest. Dividends payable on the Series D Preferred Stock for any period greater declare, pay or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been declared and paid or are contemporaneously declared and funds sufficient set apart for payment set aside on the Series D Preferred Stock for all prior dividend periods. If accrued dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then or make any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion distribution with respect to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Common Stock or any other capital stock of the Company ranking junior to the Series D A Preferred Stock. The holders of shares of Series A Preferred Stock shall not be outstandingentitled to share in any dividend or distribution that is properly declared, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment on all outstanding shares or in respect of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Common Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares class of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock securities of the Company, including any dividends or other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) distributions payable in Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors securities of the Company, for the purpose of any employee incentive or benefit plan warrants or rights to purchase Common Stock or other securities of the Company. The limitations in this paragraph do not restrict “Dividends on the Series A Preferred Stock shall be calculated on the basis of the time elapsed from and including the Effective Date to and including the date such dividends are actually paid or on any final distribution date relating to conversion or redemption of Series A Preferred Stock or to a dissolution, liquidation or winding up of the Company's ability .”
2. Section 10(a) of the Statement of Resolution is hereby amended to take the actions in this paragraph with respect add a new clause (iii) to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stock.read as follows:
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Dividends. (a) 2.1 Holders of shares of Series D Preferred Stock will shall be entitled to receive, when, as and if declared by the Board with respect to each share of Directors Preferred Stock prior to any distributions made in respect of any Junior Stock in respect of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretosame fiscal quarter, out of funds of the Company legally available for payment, subject to the prior and superior rights of Senior Stock, but pari passu with Parity Stock, and in preference to Junior Stock, cumulative cash dividends (“Cash Dividends”) on the sum of the Liquidation Preference plus the Accumulated Cash Dividends in each case in effect immediately after the last day of the immediately prior fiscal quarter (or if there has been no prior full fiscal quarter, the Issue Date), computed on the basis of a 360-day year consisting of twelve 30-day months, at the rate per annum applicable Dividend Rate. To the extent the Board of $0.60 per share of Series D Preferred Stock. Directors so declares, Cash Dividends on the Series D Preferred Stock will shall be payable quarterly in arrears on each Dividend Payment Date for the fiscal quarter ending immediately prior to such Dividend Payment Date (or with respect to the first Dividend Payment Date, for the period commencing on the Issue Date and ending on the last calendar day of Aprilthe fiscal quarter following the Issue Date), July, October and January of each year, commencing July 31, 2000 (and in to the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record Holders as they appear on the Company’s stock records of the Company register at the close of business on the relevant Dividend Record Date. Dividends on the Preferred Stock shall accrue and become Accrued Dividends on a day-to-day basis from the last day of the most recent fiscal quarter, or if there has been no prior full fiscal quarter, from the Issue Date, until Cash Dividends are paid pursuant to this Section 2.1 in respect of such record datesaccrued amounts or the Liquidation Preference is increased in respect of such accrued amounts pursuant to Sections 2.2, not more than 60 days nor less than 10 days preceding 2.5 or 2.6.
2.2 Notwithstanding anything to the payment dates thereofcontrary in Section 2.1, as shall be fixed by the Company may, at the sole election of the Board of Directors Directors, with respect to any dividend declared in respect of any fiscal quarter ending prior to the Dividend Change Date, elect (a “Non-Cash Dividend Election”) to have the amount equal to the applicable Dividend Rate multiplied by the Liquidation Preference in effect immediately after the last day of the Company. Dividends will accrue from immediately prior fiscal quarter (or if there has been no prior full fiscal quarter, the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such dateIssue Date), whether or not in any dividend period or periods there shall be funds of the Company legally available for the payment of such dividends. Accumulations of dividends on shares of Series D Preferred Stock will not bear interest. Dividends payable on the Series D Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual daysa 360-day year consisting of twelve 30-day months to be added to the Liquidation Preference in lieu of paying Cash Dividends. If the Company fails to declare or pay a Cash Dividend in respect of any fiscal quarter ending prior to the Dividend Change Date or declares and pays a Cash Dividend for such quarter in an amount less than the amount of Accrued Dividends payable on the Series D last day of such quarter, and the Company does not make a Non-Cash Dividend Election in respect thereof, then the Company shall be deemed to have made a Non-Cash Dividend Election for the portion of the Liquidation Preference in respect of which the Cash Dividend is unpaid.
2.3 If the Company fails to declare or pay a Cash Dividend in respect of any fiscal quarter ending after the Dividend Change Date or declares and pays a Cash Dividend for such quarter in an amount less than the amount of Accrued Dividends on the last day of such quarter, then the amount of Cash Dividend that is unpaid in respect of such quarter shall be deemed to be Accumulated Cash Dividends.
2.4 The Board of Directors may from time to time declare and pay additional dividends on such date or dates as the Board of Directors may determine, from all or any part of the Accumulated Cash Dividends out of the moneys of the Company properly applicable to the payment of dividends, and the payment of any such dividends shall reduce the Accumulated Cash Dividends.
2.5 Notwithstanding anything to the contrary herein, if any shares of Preferred Stock are exchanged into Parent Common Shares in accordance with the Certificate of Incorporation or pursuant to an Optional Parent Put Right during the period between the close of business on any Dividend Record Date and the close of business on the corresponding Dividend Payment Date:
2.5.1 in respect of a fiscal quarter ending prior to the Dividend Change Date, the Accrued Dividends on the applicable Exchange Date, at the Company’s option, shall either (x) be paid in cash on or prior to the date of such Dividend Payment Date or (y) not be paid in cash, be deemed to be Accumulated PIK Dividends and be added to the Liquidation Preference for each full purposes of such exchange;
2.5.2 in respect of a fiscal quarter ending after the Dividend Change Date, the Accrued Dividends on the applicable Exchange Date shall be paid in cash on or prior to the date of such Dividend Payment Date; For the avoidance of doubt, such Accrued Dividends shall include dividends accruing from the last day of the most recently preceding fiscal quarter to, but not including, the applicable Exchange Date. The Holders at the close of business on a Dividend Record Date shall be entitled to receive any dividend period will be computed by dividing paid as a Cash Dividend on those shares on the annual dividend rate by fourcorresponding Dividend Payment Date.
(b) Except as provided 2.6 Notwithstanding anything to the contrary herein, if any shares of Preferred Stock are redeemed by the Company in accordance with the next sentence, no dividend will be declared or paid Certificate of Incorporation during the period between the close of business on any Parity Stock unless full cumulative dividends have been declared Dividend Record Date and paid or are contemporaneously declared and funds sufficient for payment set aside the close of business on the Series D Preferred Stock for all corresponding Dividend Payment Date,
2.6.1 in respect of a fiscal quarter ending prior dividend periods. If accrued dividends to the Dividend Change Date, the Accrued Dividends on the Series D Preferred Stock for all prior periods have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion date of redemption with respect to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.
(c) So long as the shares of the Series D Preferred Stock shall be outstandingdeemed to be Accumulated PIK Dividends and shall be added to the Liquidation Preference for purposes of such redemption;
2.6.2 in respect of a fiscal quarter ending after the Dividend Change Date, unless (i) full cumulative dividends shall have been paid or declared and set apart for payment the Accrued Dividends on all outstanding shares the date of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period redemption with respect to the Series D such shares of Preferred Stock and any Parity Stock and (iii) the Company is not shall be paid in default cash on or in arrears with respect prior to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement ofsuch Dividend Payment Date. For the avoidance of doubt, or with respect to any sinking or other analogous fund forsuch Accrued Dividends shall include dividends accruing from the last day of the most recently preceding fiscal quarter to, but not including, the Series D Preferred Stock Optional Redemption Date or any Parity Stockthe Change of Control Redemption Date, the Company may not declare any dividends on any Junior Stock, or make any payment on account of, or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than (x) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, for the purpose of any employee incentive or benefit plan of the Companyas applicable. The limitations in this paragraph do not restrict Holders at the Company's ability close of business on a Dividend Record Date shall be entitled to take receive any dividend paid as a Cash Dividend on those shares on the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (c), the term "dividend" with respect to Junior Stock does not include dividends payable solely in shares of Junior Stock on Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior Stockcorresponding Dividend Payment Date.
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Dividends. (a) Holders The holders of the shares of Series D C Preferred Stock will shall be entitled to receive, when, when and as and if declared by the Board of Directors of the Company and only with the consent of PNC Bank, N.A. or any successor lender theretoDirectors, out of funds of the Company legally available for paymentthe payment of dividends, subject to cumulative dividends at the prior and superior rights annual rate of Senior Stock$8.50 per share in equal quarterly payments on the last business day of each calendar quarter (each of such dates being a "Dividend Payment Date"), but pari passu commencing with Parity Stockthe last day of the calendar quarter in which the shares of Series C Preferred Stock are issued, and in preference to Junior Stock, cumulative cash dividends at the rate per annum of $0.60 per share of Series D Preferred Stock. Dividends on the Series D Preferred Stock will Junior Securities. Such dividends shall be payable quarterly in arrears on paid to the last calendar day of April, July, October and January of each year, commencing July 31, 2000 (and in the case of any accumulated and unpaid dividends not paid on the corresponding dividend payment date, at such additional times and for such interim periods, if any, as determined by the Board of Directors). Each such dividend will be payable to holders of record as they appear on the stock records of the Company at the close of business on the date which is ten (10) business days prior to the Dividend Payment Date. Each of such record dates, not more than 60 days nor less than 10 days preceding the payment dates thereof, as quarterly dividends shall be fixed by the Board of Directors of the Company. Dividends will fully cumulative and shall accrue from the date of the original issuance of the Series D Preferred Stock. Dividends will be cumulative from such date, (whether or not in declared), without interest, from the Date of Issuance. Any dividend payments due with respect to the Series C Preferred Stock on any dividend period or periods there Dividend Payment Date shall be funds of the Company legally available for the payment of such dividends. Accumulations of made in cash.
(b) All dividends on paid with respect to shares of Series D C Preferred Stock will not bear interest. Dividends payable pursuant to paragraph (3)(a) hereof shall be paid pro rata to the holders entitled thereto.
(c) No full cash dividends shall be declared or paid or set apart for payment on the Series D B Preferred Stock for any period greater or less than a full dividend period will be computed on the basis of actual days. Dividends payable on the Series D Preferred Stock for each full dividend period will be computed by dividing the annual dividend rate by four.
(b) Except as provided in the next sentence, no dividend will be declared or paid on any Parity Stock unless full cumulative dividends have been or contemporaneously are declared and paid or are contemporaneously declared and funds a sum sufficient for the payment thereof set aside apart for such payment on the Series D C Preferred Stock for all dividend payment periods terminating on or prior dividend periodsto the date of payment of such full cumulative dividends. If accrued any cash dividends are not paid in full, as aforesaid, upon the shares of Series C Preferred Stock and Series B Preferred Stock, all cash dividends declared upon shares of Series C Preferred Stock and Series B Preferred Stock shall be declared pro rata so that the amount of cash dividends declared per share on the Series D C Preferred Stock for and Series B Preferred Stock shall in all prior periods cases bear to each other the same ratio that accrued dividends per share on the Series C Preferred Stock and Series B Preferred Stock bear to each other. No interest, or sum of money in lieu of interest, shall be payable in respect of any dividend payment or payments on the Series C Preferred Stock which may be in arrears.
(d) (i) Whenever dividends or distributions payable on the Series C Preferred Stock as provided in this Section 3 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series C Preferred Stock outstanding shall have not been paid in full, then any dividends declared on the Series D Preferred Stock for any dividend period and on any Parity Stock will be declared ratably in proportion to accumulated and unpaid dividends on the Series D Preferred Stock and such Parity Stock.Corporation shall not:
(cA) So long as the shares of the Series D Preferred Stock shall be outstanding, unless (i) full cumulative dividends shall have been paid declare or declared and set apart for payment on all outstanding shares of the Series D Preferred Stock and any Parity Stock, (ii) sufficient funds have been paid or set apart for the payment of the dividend for the current dividend period with respect to the Series D Preferred Stock and any Parity Stock and (iii) the Company is not in default or in arrears with respect to the mandatory or optional redemption or mandatory repurchase or other mandatory retirement of, or with respect to any sinking or other analogous fund for, the Series D Preferred Stock or any Parity Stock, the Company may not declare any dividends on any Junior Stockpay dividends, or make any payment other distributions, on account ofany Junior Securities (either as to dividends or upon liquidation, dissolution or set apart money for, the purchase, redemption or other retirement of, or for a sinking or other analogous fund for, any shares of Junior Stock or make any distribution in respect thereof, whether in cash or property or in obligations or stock of the Company, other than winding up); or
(xB) Junior Stock which is neither convertible into, nor exchangeable or exercisable for, any securities of the Company other than Junior Stock, or (y) Common Stock acquired in connection with the cashless exercise of options under employee incentive or benefit plans of the Company or any subsidiary or any other redemption redeem or purchase or other acquisition of Common Stock made in the ordinary course of business, which has been approved by the Board of Directors of the Company, otherwise acquire for the purpose consideration shares of any employee incentive Junior Securities (either as to dividends or benefit plan of the Company. The limitations in this paragraph do not restrict the Company's ability to take the actions in this paragraph with respect to any Parity Stock. As used in this subparagraph (cupon liquidation, dissolution or winding up), provided that the term "dividend" with respect to Junior Stock does not include dividends payable solely in Corporation may at any time redeem, purchase or otherwise acquire shares of any such Junior Stock on Securities in exchange for shares of any other Junior Stock, or in options, warrants on rights to holders of Junior Stock to subscribe for or purchase any Junior StockSecurities.
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Sources: Stock Purchase Agreement (Unc Inc)