Common use of Dividends Clause in Contracts

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1.

Appears in 28 contracts

Sources: Agreement and Declaration of Trust (Van Kampen Pennsylvania Tax Free Income Fund), Agreement and Declaration of Trust (Van Kampen Equity Trust), Trust Agreement (Van Kampen Merritt Equity Trust)

Dividends. Dividends and distributions on Shares of a particular Series or any class thereof may be paid with such frequency as the Trustees in their sole discretion may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees in their sole discretion may determine, to the Shareholders holders of Shares of that SeriesSeries or Class, from such of the incomeincome and capital gains, accrued or realized, and capital gains, realized or unrealized, and out of from the assets belonging to that Series, or in the case of a Class, belonging to that Series and allocable to that Class, as the Trustees in their sole discretion may determine, after providing for actual and accrued liabilities of belonging to that SeriesSeries or Class. All dividends and distributions on Shares of a particular Series or Class thereof shall be distributed pro rata to the Shareholders holders of Shares of that Series or Class in proportion to the number of such Shares of that Series or Class held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedureprocedure and when consistent with applicable law, the Trustees in their sole discretion may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property cash or Shares of any Class of that Series or Class or a combination thereof as determined by the Trustees, Trustees in their sole discretion or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such dividend or distribution paid in Shares will determination and allocation shall be paid at conclusive and binding upon the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Shareholders.

Appears in 17 contracts

Sources: Trust Agreement (Phoenix Series Fund), Trust Agreement (Phoenix Goodwin Multi Sector Short Term Bond Fund), Trust Agreement (Phoenix Investment Trust 97)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, 19 realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1.

Appears in 9 contracts

Sources: Agreement and Declaration of Trust (American Capital Municipal Bond Fund Inc), Agreement and Declaration of Trust (American Capital Growth & Income Fund Inc), Agreement and Declaration of Trust (American Capital Life Investment Trust)

Dividends. Dividends and distributions on Shares of a particular Series Portfolio may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that SeriesPortfolio, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that SeriesPortfolio, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesPortfolio. All dividends and distributions on Shares of a particular Series Portfolio shall be distributed pro rata to the Shareholders of that Series Portfolio in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, procedure the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property cash or Shares of any Class of that Series Portfolio or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lh) of this Section 6.16.2.

Appears in 7 contracts

Sources: Agreement and Declaration of Trust (White Elk Funds), Trust Agreement (Fiduciary Management Associates), Trust Agreement (Warburg Pincus Fixed Income Fund /Ny/)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that SeriesSeries or Class, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment in the prescribed form have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1.

Appears in 7 contracts

Sources: Agreement and Declaration of Trust (Investment Managers Series Trust II), Agreement and Declaration of Trust (Palmer Square Opportunistic Income Fund), Agreement and Declaration of Trust (Palmer Square Opportunistic Income Fund)

Dividends. Dividends and distributions on Shares of a particular Series or any class thereof may be paid with such frequency as the Trustees in their sole discretion may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees in their sole discretion may determine, to the Shareholders holders of Shares of that SeriesSeries or Class, from such of the incomeincome and capital gains, accrued or realized, and capital gains, realized or unrealized, and out of from the assets belonging to that Series, or in the case of a Class, belonging to that Series and allocable to that Class, as the Trustees in their sole discretion may determine, after providing for actual and accrued liabilities of belonging to that SeriesSeries or Class. All dividends and distributions on Shares of a particular Series or Class thereof shall be distributed pro rata to the Shareholders holders of Shares of that Series or Class in proportion to the number of such Shares of that Series or Class held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedureprocedure and when consistent with applicable law, the Trustees in their sole discretion may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's ’s purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property cash or Shares of any Class of that Series or Class or a combination thereof as determined by the Trustees, Trustees in their sole discretion or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such dividend or distribution paid in Shares will determination and allocation shall be paid at conclusive and binding upon the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Shareholders.

Appears in 7 contracts

Sources: Agreement and Declaration of Trust (Virtus Managed Account Completion Shares (MACS) Trust), Trust Agreement (Virtus Solutions SMA Trust), Agreement and Declaration of Trust (Virtus Asset Trust)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, (a) Prior to the Shareholders termination of that Seriesthis Agreement, from such the holder of each Trust Interest shall be entitled to receive payments equal to the cash dividends, if any, received by the Trustee upon a like number and class of shares of the income, accrued or realized, and Company's capital gains, realized or unrealized, and out stock as is called for by each such Trust Interest. If any dividend in respect of the assets belonging stock deposited with the Trustee is paid, in whole or in part, in the Company's stock having general voting powers, the Trustee shall likewise hold, subject to that Seriesthe terms of this Agreement, as the Trustees may determine, after providing certificates for actual and accrued liabilities stock which are received by him on account of that Seriessuch dividend. All dividends and distributions The holder of each Trust Interest representing stock on Shares of a particular Series which such stock dividend has been paid shall be distributed pro rata entitled to the Shareholders of that Series in proportion to receive a Trust Interest issued under this Agreement for the number of shares and class of stock received as such Shares held dividend with respect to the shares represented by such holders Trust Interest. Holders entitled to receive the dividends described above shall be those registered as such on the Trustee's transfer books at the close of business on the day fixed by the Company for the taking of a record to determine those holders of its stock entitled to receive such dividends, or if the Trustee has fixed a date, as hereinafter in this paragraph provided, for the purpose of determining the holders of Trust Interests entitled to receive such payment or distribution, then registered as such at the close of business on the date and time so fixed by the Trustee. (b) If any dividend in respect of the stock deposited with the Trustee is paid other than in cash or in capital stock having general voting powers, then the Trustee shall distribute the same among the holders of Trust Interests registered as such at the close of business on the day fixed by the Trustee for taking a record established to determine the holders of Trust Interests entitled to receive such distribution. Such distribution shall be made to such holders of Trust Interests ratably, in accordance with the number of shares represented by their respective Trust Interests. (c) The Trustee may temporarily close its transfer books for a period not exceeding 20 days preceding the date fixed for the payment or distribution of dividends or the distribution of assets or rights, or at any other time in the Trustee's discretion. In lieu of providing for the closing of the books against the transfer of Trust Interests, the Trustee may fix a date not exceeding 20 days preceding any date fixed by the Company for the payment or distribution of dividends, or for the distribution of assets or rights, as a record date for the determination of the holders of Trust Interests entitled to receive such payment or distribution. The holders of Trust Interests of record at the close of business on such date shall exclusively be entitled to participate in such payments or distribution. (d) In lieu of receiving cash dividends upon the capital stock of the Company and paying the same to the holders of Trust Interests pursuant to the provisions of this Agreement, the Trustee may instruct the Company in writing to pay such dividends to the holders of the Trust Interests. Upon receipt of such written instructions, the Company shall pay such dividends or distributionsdirectly to the holders of the Trust Interests. Upon such instructions being given by the Trustee to the Company, except that and until revoked by the dividends and distributions Trustee, all liability of investment income and capital gains the Trustee with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends shall cease. The Trustee may at any time revoke such instructions and distributions may vary as between such Classes by written notice to reflect differing allocations of the expenses of Company direct it to make dividend payments to the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Trustee.

Appears in 6 contracts

Sources: Trust Agreement (Founders Industries Inc), Trust Agreement (Onsource Corp), Trust Agreement (Black Mountain Holdings, Inc.)

Dividends. Dividends (a) Until the termination of this Agreement pursuant to the terms of Section 12, the holder of each voting trust certificate shall be entitled to receive from the Trustees payments equal to the cash dividends, if any, received by the Trustees upon the shares represented by each such voting trust certificate registered in the name of such holder in the voting trust certificate register. If any dividend in respect of the shares deposited with the Trustees is paid, in whole or in part, in voting shares of the Company, the Trustees shall likewise hold, subject to the terms of this Agreement, the certificates for such voting shares which are received by the Trustees on account of such dividend, and distributions the holder of each voting trust certificate representing shares on Shares which such stock dividend has been paid shall be entitled to receive a voting trust certificate for the number of shares received as such dividend. Holders entitled to receive the dividends described above shall be those registered as such on the transfer books of the Trustees at the close of business on the day fixed by the Company for the taking of a particular Series may record to determine those holders of its shares of stock entitled to receive such dividends. (b) Except as otherwise provided in Section 12, if any dividend in respect of the shares deposited with the Trustees is paid other than in cash or in voting shares, then the Trustees shall distribute the same among the holders of voting trust certificates registered as such at the close of business on the day fixed by the Trustees for taking a record to determine the holders of voting trust certificates entitled to receive such distribution. Such distribution shall be paid made to such holders of voting trust certificates ratably, in accordance with the number of shares represented by their respective voting trust certificates in respect of which such frequency as distribution was paid. (c) In lieu of receiving dividends upon the shares which are payable in cash and/or property other than voting shares and paying the same to the holders of voting trust certificates pursuant to the provisions of this Agreement, the Trustees may determineinstruct the Company in writing to pay such dividends to the holders of the voting trust certificates. Upon receipt of such written instructions, which may be daily or otherwise pursuant the Company shall pay such dividends directly to a standing resolution or resolutions adopted only once or with the holders of the voting trust certificates. Upon such frequency as instructions being given by the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realizedCompany, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time until revoked by the Trustees, and all liability of the Trustees with respect to such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the shall cease. The Trustees may deem appropriate at any time revoke such instructions and further except that, in connection with any by written notice to the Company direct it to make such dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as payments to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1.

Appears in 4 contracts

Sources: Voting Trust Agreement, Voting Trust Agreement (Ict Group Inc), Voting Trust Agreement (Ict Group Inc)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lk) of this Section 6.1.

Appears in 4 contracts

Sources: Trust Agreement (Forefront Income Trust), Trust Agreement (Forefront Income Trust), Agreement and Declaration of Trust (Van Kampen Municipal Opportunity High Income Fund)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's ’s purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1.

Appears in 4 contracts

Sources: Agreement and Declaration of Trust (Cushing ETF Trust), Agreement and Declaration of Trust (Cushing Mutual Funds Trust), Agreement and Declaration of Trust (Cushing Funds Trust)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Seriesthe Fund to which such Series pertains, as the Trustees may determine, after providing for actual actual, and accrued liabilities of that SeriesFund. All dividends and distributions on Shares of a particular Series without separate Classes shall be distributed pro rata to the Shareholders holders of Shares of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends . Dividends and distributions of investment income and capital gains with respect to each Class of on the Shares of a particular Series Fund having separate Classes of Shares shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations among such Classes of the expenses of the Series between the Shareholders liabilities, expenses, costs, charges and reserves of such several Classes Fund, and any resultant differences between the net asset value of such several Classes Classes, to such extent and for such purposes as the Trustees may deem appropriate appropriate, but dividends and further except thatdistributions on the Shares of a particular Class shall be distributed pro rata to the Shareholders of that Class in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends and distributions. Notwithstanding the last two preceding sentences, the Trustees may determine, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's ’s purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends Dividends and distributions on the Shares of a Series may be made in cash, property cash or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lh) of this Section 6.16.2.

Appears in 4 contracts

Sources: Trust Agreement (Alger ETF Trust), Agreement and Declaration of Trust (Alger China-Us Growth Fund), Agreement and Declaration of Trust (Alger China-Us Growth Fund)

Dividends. Dividends (i) Beginning on the Issue Date, the Holders shall be entitled to receive, when, as and distributions if declared by the Board of Directors, out of funds legally available therefor, dividends on Shares each share of Series C Convertible Preferred at the higher of (x) a rate per annum equal to 8% of the Issue Price and (y) the aggregate cash dividends per share paid on the Class A Common Stock from (A) the later of the Issue Date or the date of the last payment of a particular cash dividend on the Class A Common Stock to (B) the date of such determination, multiplied by the number of shares of Class A Common Stock into which each share of Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesC Convertible Preferred is convertible. All dividends shall accrue and distributions be cumulative, whether or not earned or declared, on Shares of a particular Series quarterly basis, in arrears, from the Issue Date, but shall be distributed payable only at such time or times as may be fixed by the Board of Directors or as otherwise provided herein and shall not compound. Dividends shall be payable to those Holders who are Holders on such dates as the Board of Directors may determine with respect to such dividends. Dividends shall cease to accrue and accumulate in respect of shares of the Series C Convertible Preferred on the date of conversion of such shares or the date of the redemption of such shares unless the Corporation shall have failed to pay or make available for payment the relevant redemption price on the date fixed for redemption. (ii) All dividends paid with respect to shares of the Series C Convertible Preferred pursuant to paragraph (c)(i) shall be paid in cash pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Holders entitled thereto.

Appears in 3 contracts

Sources: Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Ion Media Networks Inc.), Master Transaction Agreement (Cig Media LLC)

Dividends. Dividends (i) Beginning on the Issue Date, the Holders shall be entitled to receive, when, as and distributions if declared by the Board of Directors, out of funds legally available therefor, dividends on Shares each share of Series A-3 Convertible Preferred at the higher of (x) a rate per annum equal to 12% of the Issue Price and (y) the aggregate cash dividends per share paid on the Class A Common Stock from (A) the later of the Issue Date or the date of the last payment of a particular cash dividend on the Class A Common Stock to (B) the date of such determination, multiplied by the number of shares of Class A Common Stock into which each share of Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesA-3 Convertible Preferred is convertible. All dividends shall accrue and distributions be cumulative, whether or not earned or declared, on Shares of a particular Series quarterly basis, in arrears, from the Issue Date, but shall be distributed payable only at such time or times as may be fixed by the Board of Directors or as otherwise provided herein and shall not compound. Dividends shall be payable to those Holders who are Holders on such dates as the Board of Directors may determine with respect to such dividends. Dividends shall cease to accrue and accumulate in respect of shares of the Series A-3 Convertible Preferred on the date of conversion of such shares or the date of the redemption of such shares unless the Corporation shall have failed to pay or make available for payment the relevant redemption price on the date fixed for redemption. (ii) All dividends paid with respect to shares of the Series A-3 Convertible Preferred pursuant to paragraph (c)(i) shall be paid in cash pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Holders entitled thereto.

Appears in 3 contracts

Sources: Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Ion Media Networks Inc.), Master Transaction Agreement (Cig Media LLC)

Dividends. Dividends (i) Beginning on the Issue Date, the Holders shall be entitled to receive, when, as and distributions if declared by the Board of Directors, out of funds legally available therefor, dividends on Shares each share of Series A-1 Convertible Preferred at the higher of (x) a rate per annum equal to 12% of the Issue Price and (y) the aggregate cash dividends per share paid on the Class D Common Stock from (A) the later of the Issue Date or the date of the last payment of a particular cash dividend on the Class D Common Stock to (B) the date of such determination, multiplied by the number of shares of Class D Common Stock into which each share of Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesA-1 Convertible Preferred is convertible. All dividends shall accrue and distributions be cumulative, whether or not earned or declared, on Shares of a particular Series quarterly basis, in arrears, from the Issue Date, but shall be distributed payable only at such time or times as may be fixed by the Board of Directors or as otherwise provided herein and shall not compound. Dividends shall be payable to those Holders who are Holders on such dates as the Board of Directors may determine with respect to such dividends. Dividends shall cease to accrue and accumulate in respect of shares of the Series A-1 Convertible Preferred on the date of conversion of such shares or the date of the redemption of such shares unless the Corporation shall have failed to pay or make available for payment the relevant redemption price on the date fixed for redemption. (ii) All dividends paid with respect to shares of the Series A-1 Convertible Preferred pursuant to paragraph (c)(i) shall be paid in cash pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Holders entitled thereto.

Appears in 3 contracts

Sources: Master Transaction Agreement (Cig Media LLC), Master Transaction Agreement (Ion Media Networks Inc.), Master Transaction Agreement (Cig Media LLC)

Dividends. Dividends 5.1 The holders of Exchangeable Non-Voting Shares will be entitled to participate in all dividends declared by the Purchaser, in accordance with the provisions of the Exchangeable Share Provisions and distributions the Support Agreement. 5.2 The Trustee hereby expressly waives, for and on Shares its own behalf and on behalf of a particular Series all Shareholders, all rights to receive dividends of every nature as may be paid with such frequency payable to it as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such holder of the income, accrued or realizedTrust Shares, and capital gains, realized or unrealized, and out the parties acknowledge that the Parent need not include the Trust Shares in its calculations for purposes of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for determining the payment of dividends, and need not pay or distribute any dividends (either in cash, shares or otherwise) to the Trustee as holder of the Trust Shares, provided however that such dividends or distributions, except waiver may be rescinded by the Trustee upon receipt of notice from a Shareholder that the Purchaser has omitted to pay any dividends otherwise payable or that either the Parent or the Purchaser contests the right of the holders of Exchangeable Non-Voting Shares to receive dividends, or the right to receive dividends on the Exchangeable Non-Voting Shares that are otherwise in doubt whereupon the Parent will pay and distributions of investment income and capital gains with respect to each Class of the Trustee shall collect all dividends paid on the Trust Shares of a particular Series shall be in such amount as may be declared from time to time by until the Trustees, and such Trustee receives an Officer's Certificate from the Purchaser certifying that the Purchaser is in compliance with its obligations to pay dividends and distributions may vary as between such Classes to reflect differing allocations of in accordance with the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been Exchangeable Share Provisions. Any dividends received by the time or times established Trustee on the Trust Shares shall be paid to the Shareholders in the same manner as dividends would have been paid by the Trustees under such program or procedurePurchaser to the holders of Exchangeable Non-Voting Shares. 5.3 For clarity, or that dividends or distributions shall be payable on Shares which have been tendered the Voting Rights and exchange rights granted by the holder thereof for redemption or repurchaseParent to the Shareholders hereunder do not in any manner confer any additional rights to the Shareholders, including, but subject to the redemption provisions of the Support Agreement, any rights to receive or repurchase proceeds of which have not yet been participate in dividends declared or paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Parent.

Appears in 3 contracts

Sources: Exchange and Voting Agreement (Thinweb Com Corp), Share Exchange and Share Purchase Agreement (I Tech Holdings Inc), Exchange and Voting Agreement (I Tech Holdings Inc)

Dividends. Dividends and distributions on Shares The holder of a particular Series may each Voting Trust Certificate shall be paid with such frequency entitled during the life of this Voting Trust, except as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determinehereinafter provided, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared receive from time to time by payments equal to the Trusteesdividends payable in money, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except thatif any, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the Trustees on a number of shares of Class B Common Stock of the Company equal to that called for by such Voting Trust Certificate, less such charges and expenses as are herein authorized to be deducted therefrom and less any income or other taxes required by law to be deducted therefrom. The Trustees, instead of themselves receiving and disbursing dividends, may instruct the Company to pay the amount of any dividends upon the shares of Class B Common Stock held by such Trustees hereunder to which such Trustees from time to time become entitled directly to the holders of the outstanding Voting Trust Certificates after deducting any charges and expenses authorized herein and any income or times established other taxes required by law to be deducted therefrom. Payments in respect of each such dividend shall be made according to their respective interests to the holders of outstanding Voting Trust Certificates registered as such at the close of business on the date fixed by the Trustees under as a record date for the determination of the Voting Trust Certificate holders entitled to receive payments in respect of such program or proceduredividends, or that dividends or distributions shall be payable or, if the Trustees have not fixed such date, to the holders of outstanding Voting Trust Certificates registered as such at the close of business on Shares which have been tendered the date fixed by the holder thereof Company for redemption or repurchasethe taking of a record to determine those holders of its Class B Common Stock entitled to receive such dividend; provided, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cashhowever, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have at any time or from time to time thereafter instruct the Company to make payment in effect at respect of such dividends to such Trustees. At the time for termination of this Voting Trust, the election by each Shareholder Trustees shall continue to hold the Class B Common Stock of the mode of Company represented by any Voting Trust Certificate or Certificates issued and outstanding under this agreement and any dividend received on such Class B Common Stock until the making surrender of such dividend Voting Trust Certificate or distribution to that Shareholder. Any such dividend Certificates by the holder or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1holders thereof.

Appears in 3 contracts

Sources: Voting Trust Agreement (Pulitzer Inc), Voting Trust Agreement (Pulitzer Inc Voting Tr Under Agreement Dated March 18 1999), Voting Trust Agreement (Pulitzer Publishing Co 1995 Voting Trust)

Dividends. Dividends and distributions on Shares If any dividend in respect of a particular Series may be paid the stock deposited with such frequency as or acquired by the Trustees may determinehereunder is paid, which may be daily in whole or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as in part, in stock of the Company having voting powers, the Trustees may determineshall likewise hold, subject to the Shareholders terms of that Seriesthis Agreement, from the stock certificates which are received by them on account of such of the income, accrued or realizeddividend, and capital gains, realized or unrealized, and out the holder of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions each outstanding voting trust certificate representing stock on Shares of a particular Series which such dividend has been paid shall be distributed pro rata entitled to the Shareholders of that Series in proportion to receive a voting trust certificate issued under this Agreement for the number of shares and class of stock received as such Shares held dividend with respect to the shares represented by such holders at voting trust certificate. Holders entitled to receive the date and time of record established for the payment voting trust certificates issued in respect of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be those registered as such on the transfer books of the Trustees at the close of business on the record date for such dividend. If any dividend in such amount as may be declared from time to time respect of the stock deposited with or acquired by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations Trustees hereunder is paid other than in capital stock of the expenses Company having voting powers, then the Trustees shall promptly distribute the same to the holders of outstanding voting trust certificates registered as such at the close of business on the record date for such distribution. Such distribution shall be made to such holders of voting trust certificates ratably, in accordance with the number of shares represented by their respective voting trust certificates. In lieu of receiving cash dividends upon the capital stock of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as Company deposited with or acquired by the Trustees may deem appropriate hereunder and further except that, in connection with any dividend or distribution program or procedurepaying the same to the holders of outstanding voting trust certificates pursuant to the preceding paragraph, the Trustees may determine that no dividend or distribution shall be payable on Shares as instruct the Company in writing to which pay such dividends directly to the Shareholder's purchase order and/or payment have not been received by holders of the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined voting trust certificates specified by the Trustees. Such instructions are deemed given hereby and until receipt of written instructions to the contrary from the Trustees, or pursuant the Company agrees to any program that pay such dividends directly to the holders of the voting trust certificates. The Trustees may have in effect at any time revoke such instructions and by written notice to the time for Company direct it to make dividend payments to the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Trustees.

Appears in 3 contracts

Sources: Shareholder Agreement (Outsource International Inc), Voting Trust Agreement (Outsource International Inc), Voting Trust Agreement (Outsource International Inc)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that SeriesSeries or Class, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment in the prescribed form have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (ln) of this Section 6.1.

Appears in 3 contracts

Sources: Agreement and Declaration of Trust (Investment Managers Series Trust), Trust Agreement (361 Social Infrastructure Fund), Agreement and Declaration of Trust (Investment Managers Series Trust)

Dividends. (a) Holders of Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors or a duly authorized committee of the Board of Directors, out of funds legally available therefor, (i) non-cumulative dividends and any other distributions, whether payable in cash, securities or any other form of property or assets in the amount determined as set forth in Section 3(b) and (ii) Additional Dividends (as defined below) in the amount determined as set forth in Section 3(c). Holders of Series B Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and distributions payable on Shares Series B Preferred Stock as specified in this Section 3 (subject to the other provisions herein). (b) Subject to Section 3(a)(i), if the Board of Directors or a particular duly authorized committee of the Board of Directors declares and pays a dividend in respect of Common Stock, then the Board of Directors or such duly authorized committee of the Board of Directors shall declare and pay to the holders of the Series may B Preferred Stock, on the same dates on which such dividend is declared or paid, as applicable, on the Common Stock, a dividend in an amount per share of Series B Preferred Stock (such amount, the “Deemed Conversion Dividend”) equal to the product of (x) the per share dividend declared and paid in respect of each share of Common Stock and (y) the number of shares of Common Stock into which such share of Series B Preferred Stock is convertible at the then-current Conversion Rate. Any dividend or distribution payable on the Series B Preferred Stock pursuant to this Section 3(b) shall be paid with such frequency as in the Trustees may determinesame form of consideration (whether cash, which may be daily securities or otherwise pursuant to a standing resolution any other form of property or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Seriesassets, as the Trustees case may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes be) as the Trustees may deem appropriate and further except that, in connection with any corresponding dividend or distribution program on the Common Stock. (c) In the event (and only in the event) that the Shareholder Approvals have not been received within 120 days of the closing of the various recapitalization transactions to occur at or procedurearound the Resolution Date (the “Approval Deadline”), the Trustees may determine that no dividend or distribution then in addition to any dividends payable pursuant to Sections 3(a)(i) and 3(b), holders of Series B Preferred Stock shall be payable entitled to receive cumulative cash dividends at a per annum rate of 15% on Shares as to which the Shareholder's purchase order and/or payment stated amount of $92.00 per share of Series B Preferred Stock (the “Additional Dividend”). Additional Dividends, if the Shareholder Approvals have not been received by the time or times established by Approval Deadline, shall begin to accrue and be cumulative from the Trustees under such program or procedure, or that dividends or distributions Approval Deadline. (d) Dividends payable pursuant to Section 3(b) shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchasesame date that dividends are payable to holders of shares of Common Stock. Additional Dividends, but if any, shall be payable quarterly in arrears on each Additional Dividend Payment Date, commencing with the redemption or repurchase proceeds of which have first such Additional Dividend Payment Date to occur at least 30 calendar days after the Approval Deadline. In the event that the Additional Dividend Payment Date would otherwise fall on a day that is not yet been paid a business day, the dividend payment due on that date shall be postponed to such Shareholder. Such dividends the next day that is a business day and distributions may be made in cash, property or Shares of any Class no additional dividend shall accrue as a result of that Series or a combination thereof as determined postponement. No dividends shall be payable to holders of shares of Common Stock unless the full dividends contemplated by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be Sections 3(b) and (c) are paid at the net asset value thereof as determined same time in accordance with subsection (l) respect of this Section 6.1the Series B Preferred Stock. “Additional Dividend Payment Date” means January 15, April 15, July 15 and October 15 of each year. The period from and including any Additional Dividend Payment Date to, but excluding, the next Additional Dividend Payment Date, is a “Dividend Period”; provided, that the initial Dividend Period shall be the period from and including the Approval Deadline, but excluding the next Additional Dividend Payment Date.

Appears in 3 contracts

Sources: Investment Agreement (Sterling Financial Corp /Wa/), Investment Agreement (Sterling Financial Corp /Wa/), Investment Agreement (Sterling Financial Corp /Wa/)

Dividends. Dividends and distributions on Shares of a particular any Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Seriesthe Portfolio to which such Series pertains, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesPortfolio. All dividends and distributions on Shares of a particular any Series without separate Classes shall be distributed pro rata to the Shareholders holders of Shares of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends . Dividends and distributions of investment income and capital gains with respect to each Class of on the Shares of a particular Series Portfolio having separate Classes of Shares shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations among such Classes of the expenses of the Series between the Shareholders liabilities, expenses, costs, charges and reserves of such several Classes Portfolio, and any resultant differences between the net asset value of such several Classes Classes, to such extent and for such purposes as the Trustees may deem appropriate appropriate, but dividends and further except thatdistributions on the Shares of a particular Class shall be distributed pro rata to the Shareholders of that Class in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends and distributions. Notwithstanding the last two preceding sentences, the Trustees may determine, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on newly-issued Shares as to which the Shareholder's ’s purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends Dividends and distributions on the Shares of a Series may be made in cash, property cash or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lg) of this Section 6.16.2.

Appears in 2 contracts

Sources: Agreement and Declaration of Trust (Alger Portfolios), Agreement and Declaration of Trust (Alger Funds)

Dividends. Dividends 5.1 The holders of Exchangeable Shares will be entitled to participate in all dividends declared by the Purchaser, in accordance with the provisions of the Exchangeable Share Provisions and distributions the Support Agreement. 5.2 The Trustee hereby expressly waives, for and on Shares its own behalf and on behalf of a particular Series all Shareholders, all rights to receive dividends of every nature as may be paid with such frequency payable to it as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such holder of the income, accrued or realizedTrust Shares, and capital gains, realized or unrealized, and out the parties acknowledge that the Parent need not include the Trust Shares in its calculations for purposes of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for determining the payment of dividends, and need not pay or distribute any dividends (either in cash, shares or otherwise) to the Trustee as holder of the Trust Shares, provided however that such dividends or distributions, except waiver may be rescinded by the Trustee upon receipt of notice from a Shareholder that the Purchaser has omitted to pay any dividends otherwise payable or that either the Parent or the Purchaser contests the right of the holders of Exchangeable Shares to receive dividends, or the right to receive dividends on the Exchangeable Shares that are otherwise in doubt whereupon the Parent will pay and distributions of investment income and capital gains with respect to each Class of the Trustee shall collect all dividends paid on the Trust Shares of a particular Series shall be in such amount as may be declared from time to time by until the Trustees, and such Trustee receives an Officer's Certificate from the Purchaser certifying that the Purchaser is in compliance with its obligations to pay dividends and distributions may vary as between such Classes to reflect differing allocations of in accordance with the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been Exchangeable Share Provisions. Any dividends received by the time or times established Trustee on the Trust Shares shall be paid to the Shareholders in the same manner as dividends would have been paid by the Trustees under such program or procedurePurchaser to the holders of Exchangeable Shares. 5.3 For clarity, or that dividends or distributions shall be payable on Shares which have been tendered the Voting Rights and exchange rights granted by the holder thereof Parent hereunder to the Trustee, as trustee for redemption and on behalf of, and for the use and benefit of, the Shareholders do not in any manner confer any additional rights to the Trustee or repurchasethe Shareholders, including, but subject to the redemption provisions of the Support Agreement, any rights to receive or repurchase proceeds of which have not yet been participate in dividends declared or paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Parent.

Appears in 2 contracts

Sources: Share Exchange Agreement (Big Flash Corp), Share Exchange Agreement (Big Flash Corp)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, Prior to the Shareholders termination of that Seriesthis Agreement, from such the holders of the incomeVoting Trust Certificates shall be entitled to receive payment equal to the cash dividends, accrued if any, received by the Trustee upon the Shares subject to Voting Trust Certificates. If any dividend in respect of such Shares is paid by the Company, in whole or realizedin part, in stock of the Company having general voting powers, the Trustee shall likewise hold, subject to the terms of this Agreement, the certificates representing stock which are received by Trustee on account of such dividend, and capital gains, realized or unrealized, and out the holder of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions Voting Trust Certificate on Shares of a particular Series which such stock dividend has been paid shall be distributed pro rata entitled to the Shareholders of that Series in proportion to receive a Voting Trust Certificate issued under this Agreement for the number of shares and class of stock received as such divided with respect to the Shares held represented by the Voting Trust Certificate. Holders entitled to receive the dividends described above shall be those registered as such on the transfer books of the Trustee at the close of business on the day fixed by the Corporation for the taking of a record to determine those holders of its stock entitled to receive such dividends or, if the Trustee has fixed a date, as hereinafter provided, for the purpose of determining the holders of the Voting Trust Certificates entitled to receive such payment or distribution then registered as such at the close of business on the date so fixed by the Trustee. If any dividend in respect of Shares is paid in property other than in cash or in capital stock having general voting powers, then the Trustee shall, after receipt thereof by the Trustee, distribute the same to the holders of the Voting Trust Certificates registered as such at the close of business on the day fixed by the Trustee for taking a record to determine the holders of the Voting Trust Certificates entitled to receive such distribution. Such distribution shall be made to such holders at of the Voting Trust Certificates in accordance with the number of Shares represented by the Voting Trust Certificates. The transfer books of the Trustee may be closed temporarily by the Trustee for a period not exceeding ten (10) days preceding the date and time of record established fixed for the payment or distribution of dividends of the distribution of assets or rights, or at any other time in the sole and absolute discretion of the Trustee. In lieu of providing for the closing of the books against the transfer of the Voting Trust Certificates, the Trustee may fix a date not exceeding ten (10) days preceding any date fixed by the Company for the payment or distribution of dividends, or for the distribution of assets or rights, as a record date for the determination of the holders of the Voting Trust Certificates entitled to receive such dividends payment or distribution, and the holders of the Voting Trust Certificates of record at the close of business on such date shall exclusively be entitled to participate in such payments or distributions. In lieu of receiving cash dividends upon the Shares and paying the same to the holders of the Voting Trust Certificates pursuant to the provisions of this Agreement, except that the Trustee may instruct the Company in writing to pay such cash dividends directly to the holders of the Voting Trust Certificates. Upon such instructions being given by the Trustee to the Company, and distributions until revoked by the Trustee, all responsibility of investment income and capital gains the Trustee with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends shall cease. The Trustee may at any time revoke such instructions and distributions may vary as between such Classes by written notice to reflect differing allocations of the expenses of Company direct it to make dividend payments to the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Trustee.

Appears in 2 contracts

Sources: Merger Agreement (Infoamerica Inc), Voting and Shareholders Agreement (Clark Richard W)

Dividends. Dividends a) Holders of shares of Series A Preferred Stock shall be entitled to participate equally and distributions on Shares ratably with the holders of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders shares of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All Common Stock in all dividends and distributions paid (whether in the form of cash, securities, evidences of indebtedness, assets or otherwise, of the Company, any of its Subsidiaries or any other Person (or rights, options or warrants to subscribe for or acquire any of the foregoing)) on Shares the shares of a particular Series shall be distributed pro rata Common Stock as if immediately prior to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the each record date and time of record established for the payment of dividends to the holders of shares of Common Stock, the shares of Series A Preferred Stock then outstanding were converted into shares of Common Stock (in the manner described in Section 7 below). Dividends or distributions payable pursuant to the preceding sentence shall be payable on the same date that such dividends or distributions, except that the dividends and distributions are payable to holders of investment income and capital gains with respect to each Class shares of Shares of a particular Series shall be in Common Stock. Each such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable to the holders of record of shares of Series A Preferred Stock as they appear on Shares the stock records of the Company at the close of business on the applicable record date, which shall be not more than 60 days nor less than 10 days preceding the related dividend or distribution payment date, as to which the Shareholder's purchase order and/or payment have not been received shall be fixed by the time or times established by the Trustees under such program or procedure, or that dividends or distributions Board. b) If there shall be payable on Shares any dividend or distribution, in which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds holders of which have not yet been paid Series A Preferred Stock shall be entitled to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or participate pursuant to any program that this Certificate, which is in the Trustees may have in effect at the time form of Common Stock or rights, options or warrants to subscribe for the election by each Shareholder of the mode of the making of or acquire Common Stock, then such dividend or distribution shall instead be made to that Shareholder. Any such holder in the form of Series A Preferred Stock (with the number of shares of Series A Preferred Stock issuable in such dividend or distribution paid being equal to the number of shares of Series A Preferred Stock that would be convertible under Section 7 into the number of shares of Common Stock that such holder would have received in Shares will such dividend or distribution, and, in the case of any such dividend or distribution that is in the form of rights, options or warrants to subscribe for or acquire Common Stock, a number of rights, options or warrants to subscribe for or acquire shares of Series A Preferred Stock (with (i) such number of shares of Series A Preferred Stock being equal to the number of shares of Series A Preferred Stock that would be paid at convertible under Section 7 into the net asset value thereof number of shares of Common Stock that such rights, options or warrants would have covered had such rights, options or warrants been to subscribe for or acquire Common Stock and (ii) such other terms of the rights, options or warrants (including exercise price and other terms) being such that such rights, option or warrants have equivalent economic and other terms as determined in accordance with subsection (l) of this Section 6.1the rights, options or warrants to subscribe for or acquire Common Stock).

Appears in 2 contracts

Sources: Securities Purchase Agreement (L-1 Identity Solutions, Inc.), Securities Purchase Agreement (L-1 Identity Solutions, Inc.)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that SeriesSeries or Class, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's ’s purchase order and/or payment in the prescribed form have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (ln) of this Section 6.1.

Appears in 2 contracts

Sources: Trust Agreement (Leader Funds Trust), Trust Agreement (Chartwell Funds)

Dividends. Dividends Subject to applicable law, including the 1940 Act, dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that SeriesSeries or Class, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's ’s purchase order and/or payment in the prescribed form have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1.

Appears in 2 contracts

Sources: Agreement and Declaration of Trust (AAM/Wilshire Infrastructure Fund), Agreement and Declaration of Trust (AAM/Wilshire Infrastructure Fund)

Dividends. Dividends and distributions on Shares In the event that the Corporation declares a dividend (other than a dividend payable in Common Stock, Options or Convertible Securities, or a cash dividend payable out of earnings or earned surplus) upon Common Stock, then at the option of the holders of a particular Series may majority of the outstanding shares of Preferred Stock, (1) the Corporation shall pay over to each holder, on the dividend payment date, the cash, stock or other securities and other property which holder would have received if such holder had converted all of his or its shares of Preferred Stock into Common Stock and had been the record holder of such Common Stock on the date on which a record is taken for the purpose of such dividend, or, if a record is not taken, the date as of which the holders of Common Stock of record entitled to such dividend are to be paid with such frequency as determined, or (2) the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, Conversion Price in effect immediately prior to the Shareholders declaration of that Seriessuch dividend shall be reduced by an amount equal to the amount of such dividend payable per share of Common Stock, from in the case of a cash dividend, or by the fair value of such dividend per share (as reasonably determined by the Board of Directors of the incomeCorporation), accrued in the case of any other dividend, such reduction to be effective on the date as of which a record is taken for purposes of such dividend, or realizedif a record is not taken, and capital gainsthe date as of which holders of record of Common Stock entitled to such dividend are determined, realized or unrealized, and out of or (3) in the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares case of a particular Series dividend consisting of stock or securities (other than Common Stock, Options or Convertible Securities) or other property distributable to holders of Common Stock, the holder of Preferred Stock may elect that, in lieu of (1) or (2) above, lawful and adequate provisions shall be distributed pro rata made (including without limitation any necessary reduction in the Conversion Price) whereby such holder of Preferred Stock shall thereafter have the right to purchase and/or receive, on the terms and conditions specified in this Certificate of Designations and in addition to the Shareholders shares of that Series in proportion Common Stock receivable immediately prior to the declaration of such dividend upon conversion of his or its shares of Preferred Stock, such shares of stock, securities or property as are distributable with respect to outstanding shares of Common Stock equal to the number of shares of Common Stock receivable immediately prior to such Shares held by such holders at declaration upon conversion of his or its shares of Preferred Stock, to the date and time of record established for the payment of such dividends or distributions, except end that the dividends provisions hereof (including without limitation provisions for adjustments of the Conversion Price and distributions of investment income the number of shares receivable upon such conversion) shall thereafter be applicable, as nearly as may be, in relation to such shares of stock, securities or property. For the purposes of this Section 4.6, "dividend" shall mean any distribution to the holders of Common Stock as such, and capital gains with respect to each Class of Shares of a particular Series dividend shall be considered payable out of earnings or earned surplus (other than revaluation or paid-in surplus) only to the extent that such earnings or earned surplus are charged an amount as may be declared from time equal to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset fair value of such several Classes to such extent and for such purposes dividend as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as reasonably determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder Board of Directors of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Corporation.

Appears in 2 contracts

Sources: Purchase Agreement (Bianco Joseph J), Purchase Agreement (Alliance Entertainment Corp)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, Subject to the Shareholders prior rights and preferences, if any, applicable to any class or series of that SeriesShares specified in the related Share Designation or any series thereof, from such the holders of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Class A Shares of a particular Series shall be distributed pro rata entitled to the Shareholders of that Series receive ratably in proportion to the number of such Class A Shares held by them such holders Dividends (payable in cash, Shares or otherwise), if any, as may be declared thereon by the Board of Directors in its discretion at any time and from time to time out of any funds of the date and time Company legally available therefor. Dividends shall not be declared or paid on the Class B Shares unless (a) the Dividend consists of record established for the payment Class B Shares or of such dividends rights, options, warrants or distributionsother securities convertible or exercisable into, except that the dividends and distributions of investment income and capital gains or exchangeable or redeemable for, Class B Shares paid proportionally with respect to each Outstanding Class B Share and (b) a Dividend consisting of Class A Shares or of a particular Series rights, options, warrants or other securities convertible or exercisable into, or exchangeable or redeemable for, Class A Shares on equivalent terms is simultaneously paid to the holders of Class A Shares. If Dividends are declared on the Class A Shares or the Class B Shares that are payable in Common Shares, or securities convertible into, or exercisable or exchangeable or redeemable for, Common Shares, the Dividends payable to the holders of Class A Shares shall be paid only in such amount as may Class A Shares (or securities convertible into, or exercisable or exchangeable or redeemable for, Class A Shares), the Dividends payable to the holders of Class B Shares shall be declared from time to time by the Trusteespaid only in Class B Shares (or securities convertible into, or exercisable or exchangeable or redeemable for, Class B Shares), and such dividends and distributions may vary as between such Classes to reflect differing allocations Dividends shall be paid in the same number of Shares (or fraction thereof) on a per share basis of the expenses Class A Shares and Class B Shares, respectively (or securities convertible into, or exercisable or exchangeable or redeemable for, the same number of Shares (or fraction thereof) on a per share basis of the Series between Class A Shares and Class B Shares, respectively). In no event shall either Class A Shares or Class B Shares be split, divided, or combined unless the Shareholders Outstanding Shares of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution other class shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time proportionately split, divided or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1combined.

Appears in 2 contracts

Sources: Limited Liability Company Agreement (LandBridge Co LLC), Limited Liability Company Agreement (LandBridge Co LLC)

Dividends. (a) Subject to the prior preferences and other rights of any Senior Stock and the provisions of Section 2(g) of this Certificate of Designations, the holders of the Series A Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, out of funds legally available therefor, preferential dividends that shall accrue and cumulate as provided herein. Dividends on each share of Series A Preferred Stock shall accrue on a daily basis at the Dividend Rate of the Stated Rate from and distributions on Shares including the Dividend Accrual Commencement Date (which, for the avoidance of a particular Series doubt, may be prior to the effective time of this Certificate of Designations and prior to the time any shares of Series A Preferred Stock have been issued) to and including the date on which the Liquidation Price or Redemption Price of such share is paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to Section 3 or Section 4 of this Certificate of Designations, respectively, whether or not such dividends have been declared and whether or not there are any funds of the Corporation legally available for the payment of dividends, and such dividends shall be cumulative; provided, however, if on the Dividend Accrual Commencement Date a standing resolution or resolutions adopted only once or Dividend Default exists, then the Dividend Rate shall accrue in accordance with such frequency the terms and subject to the conditions of Section 2(b) below, as applicable. Accrued dividends on the Trustees may determineSeries A Preferred Stock shall be payable, in accordance with the terms and conditions set forth in this Certificate of Designations, quarterly on each Dividend Payment Date, to the Shareholders holders of that Series, from such record of the incomeSeries A Preferred Stock as of the close of business on the applicable Record Date; provided, accrued however, if any such payment date is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, without any interest or realizedother payment in respect of such delay. For purposes of determining the amount of dividends “accrued” (i) as of any date that is not a Dividend Payment Date, such amount shall be calculated on the basis of the foregoing rate per annum for actual days elapsed from the last preceding Dividend Payment Date (or in the event the first Dividend Payment Date has not yet occurred, the Dividend Accrual Commencement Date) to the date as of which such determination is to be made, based on a 365-day year, and capital gains(ii) as of any Dividend Payment Date, realized or unrealized, and out such amount shall be calculated on the basis of the assets belonging foregoing rate per annum, based on a 360-day year of twelve 30-day months. (b) If the Corporation fails to pay cash dividends on the Series A Preferred Stock in full for any four (4) consecutive or non-consecutive Dividend Periods, including, without limitation, any failure to pay as a result of Section 2(d) of this Certificate of Designations (a “Dividend Default”), then: (i) the Dividend Rate shall increase to the Penalty Rate, commencing on the first day after the Dividend Payment Date on which a Dividend Default occurs and for each subsequent Dividend Period thereafter; provided, however, that Series, the Dividend Rate will revert to the Stated Rate at such time as the Trustees may determineCorporation has paid all LBRD Unpaid Dividends (if any) and all accrued and unpaid dividends (whether or not declared) which pursuant to Section 2(e) of this Certificate of Designations have been added to and then remain part of the Liquidation Price as of such date; and (ii) when the Dividend Default is cured and the Dividend Rate reverts to the Stated Rate, each subsequent Dividend Default shall not occur until the Corporation has an additional four (4) failures to pay cash dividends on the Series A Preferred Stock, whether consecutive or non-consecutive after providing for actual and accrued liabilities the prior Dividend Default has been cured. For purposes of that Series. All dividends and distributions on Shares determining whether the first instance of a particular Dividend Default (if any) has occurred after the effective time of this Certificate of Designations (but not for any subsequent Dividend Default), any failure to pay cash dividends by LBRD on shares of the LBRD Series A Preferred Stock pursuant to the LBRD Certificate of Designations on any LBRD Dividend Payment Date shall be distributed pro rata considered to have been a failure to pay cash dividends on the Series A Preferred Stock on a Dividend Payment Date pursuant to this Certificate of Designations until such time as any LBRD Unpaid Dividends no longer remain part of the Liquidation Price when repaid in accordance with this Section 2 of this Certificate of Designations. (c) If at any time or from time to time the Series A Preferred Stock fails to be Publicly Traded for ninety (90) consecutive days or longer (a “Listing Default”), then the Dividend Rate shall increase to the Shareholders Penalty Rate, commencing on the day after the Listing Default and continuing until such time as the Corporation has cured the Listing Default by again causing the Series A Preferred Stock to be Publicly Traded, at which time the Dividend Rate shall revert to the Stated Rate. (d) If, on any Dividend Payment Date, the Corporation, pursuant to applicable law or the terms of that any Debt Instrument or Senior Stock, shall not have funds legally available to pay or otherwise be prohibited or restricted from paying to the holders of the Series A Preferred Stock the full Series A Dividend Amount to which such holders are entitled and to the holders of any Parity Stock then entitled to receive payment of a dividend the full amount to which such holders are entitled, the amount available for such payment pursuant to applicable law and which is not restricted or prohibited by the terms of any Debt Instrument or Senior Stock shall be distributed, when and as declared by the Board of Directors, among the holders of the Series A Preferred Stock and any Parity Stock to which dividends are then owed ratably in proportion to the number full amounts to which they would otherwise be entitled. (e) To the extent the Series A Dividend Amount is not paid in full on a Dividend Payment Date for any reason, all dividends (whether or not declared) that have accrued on a share of Series A Preferred Stock during the Dividend Period ending on such Dividend Payment Date and which are unpaid will be added to the Liquidation Price (as provided in the definition thereof) of such Shares held by share and will remain a part thereof until such holders at dividends are paid, together with all dividends that have accrued to the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains payment with respect to each Class that portion of Shares the Liquidation Price which consists of a particular Series shall such accrued and unpaid dividends. Such accrued and unpaid dividends, together with any LBRD Unpaid Dividends, and, collectively, with all unpaid dividends accrued thereon, may be in declared and paid at any time (subject to the concurrent satisfaction of any dividend arrearages then existing with respect to any Parity Stock), without reference to any regular Dividend Payment Date, to holders of record as of the close of business on such amount date, not more than sixty (60) days preceding the payment date thereof, as may be declared from time to time fixed by the TrusteesBoard of Directors (the “Special Record Date”) and, and such dividends and distributions may vary as between such Classes to reflect differing allocations the extent LBRD Unpaid Dividends are so paid, they will no longer be a part of the expenses Liquidation Price. (f) Notice of each Special Record Date shall be mailed, first class, postage prepaid, to the holders of record of the Series between A Preferred Stock at their respective addresses as the Shareholders same appear on the books of the Corporation (which may include the records of the Transfer Agent) or are supplied by them in writing to the Corporation for the purpose of such several Classes and notice. (g) So long as any resultant differences between shares of Series A Preferred Stock shall be outstanding, the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with Corporation shall not declare or pay any dividend whatsoever with respect to any Junior Stock or distribution program or procedureany Parity Stock, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made whether in cash, property or Shares otherwise, nor shall the Corporation declare or make any distribution on any Junior Stock or any Parity Stock, or set aside any cash or property for any such purposes, nor shall any Junior Stock or Parity Stock be purchased, redeemed or otherwise acquired by the Corporation or any of its Subsidiaries, nor shall any monies be paid, set aside for payment or made available for a sinking fund for the purchase or redemption of any Class Junior Stock or Parity Stock, unless and until (i) all dividends to which the holders of that the Series A Preferred Stock shall have been entitled for all current and all previous Dividend Periods, and all LBRD Unpaid Dividends, shall have been paid or a combination declared and the consideration sufficient for the payment thereof set aside so as determined by to be available for the Trusteespayment thereof and (ii) the Corporation shall have paid, in full, or set aside the consideration sufficient for the payment thereof, all redemption payments with respect to the Series A Preferred Stock that it is then obligated to pay; provided, however, that nothing contained in this Section 2(g) of this Certificate of Designations shall prevent (A) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants; (B) purchases of shares of Junior Stock pursuant to any program a contractually binding requirement to buy stock, including under a stock repurchase plan, provided that such contract or plan was entered into prior to the Trustees may have Corporation’s failure to pay dividends on the Series A Preferred Stock (or, in effect at the time for case of LBRD Unpaid Dividends, prior to or on the election by each Shareholder of date upon which LBRD failed to pay dividends on the mode of the making of such dividend or distribution LBRD Series A Preferred Stock pursuant to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined and in accordance with subsection the LBRD Certificate of Designations); (lC) exchanges or conversions of this Section 6.1shares of any class or series of Junior Stock, or the securities of another company, for any other class or series of Junior Stock; (D) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged; (E) the payment of any dividends in respect of Junior Stock where the dividend is in the form of the same stock as that on which the dividend is being paid; (F) distributions of Junior Stock or rights to purchase Junior Stock; (G) direct or indirect distributions of equity interests of a Subsidiary or other Person (whether by redemption, dividend, share distribution, merger or otherwise) to all or substantially all of the holders of one or more classes or series of Common Stock, on a pro rata basis with respect to each such class or series (other than with respect to the payment of cash in lieu of fractional shares), or such equity interests of such Subsidiary or other Person are available to be acquired by such holders of one more classes or series of Common Stock (including through any rights offering, exchange offer, exercise of subscription rights or other offer made available to such holders), on a pro rata basis with respect to each such class or series (other than with respect to the payment of cash in lieu of fractional shares), whether voluntary or involuntary; (H) stock splits, stock dividends or other distributions, reclassifications, recapitalizations; or (I) the declaration and payment of dividends ratably on the Series A Preferred Stock and each class or series of Parity Stock as to which dividends are payable or in arrears so that the amount of dividends declared and paid per share of the Series A Preferred Stock and per share of each class or series of such Parity Stock are in proportion to the respective total amounts of accrued and unpaid dividends with respect to the Series A Preferred Stock and any LBRD Unpaid Dividends, on the one hand, and all such classes and series of Parity Stock, on the other hand.

Appears in 2 contracts

Sources: Transaction Agreement (Cco Holdings LLC), Transaction Agreement (Cco Holdings LLC)

Dividends. Dividends and distributions on Shares The Board of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such Directors of the incomeCorporation may, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by time, declare and the Trustees, and such Corporation may pay dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made its shares in cash, property or Shares its own shares, except when the Corporation is insolvent or when the payment thereof would render the Corporation insolvent or when the declaration or payment thereof would be contrary to any restrictions contained in the Articles of Incorporation, subject to the following provisions: (a) Dividends in cash or property may be declared and paid, except as otherwise provided in this section, only out of the unreserved and unrestricted earned surplus of the Corporation or out of capital surplus, howsoever arising, but each dividend paid out of capital surplus shall be identified as a distribution of capital surplus, and the amount per share paid from such surplus shall be disclosed to the Shareholders receiving the same concurrently with the distribution. (b) Dividends may be declared and paid in the Corporation's own treasury shares. (c) Dividends may be declared and paid in the Corporation's own authorized but unissued shares out of any Class unreserved and unrestricted surplus of that Series or the Corporation upon the following conditions: (1) If a combination dividend is payable in shares having a par value, such shares shall be issued at not less than the par value thereof as determined by the Trustees, or pursuant and there shall be transferred to any program that the Trustees may have in effect stated capital at the time for such dividend is paid an amount of surplus equal to the election by each Shareholder aggregate par value of the mode shares to be issued as a dividend. (2) If a dividend is payable in shares without par value, such shares shall be issued at such stated value as shall be fixed by the Board of Directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect of such shares; and the amount per share so transferred to stated capital shall be disclosed to the Shareholders receiving such dividend concurrently with the payment thereof. (3) No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the Articles of Incorporation so provide or such payment is authorized by the affirmative vote or the written consent of the making holders of such at least a majority of the outstanding shares of the class in which the payment is to be made. (d) A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the Corporation shall not be construed to be a share dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at within the net asset value thereof as determined in accordance with subsection (l) meaning of this Section 6.1section.

Appears in 2 contracts

Sources: Revolving Credit and Security Agreement (Neogenomics Inc), Revolving Credit and Security Agreement (Neogenomics Inc)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, 32.1 Subject to the Shareholders of that Series, from such provisions of the incomeLaw, accrued or realizedthe Company may by Ordinary Resolution declare dividends (including interim dividends) in accordance with the respective rights of the Members, but no dividend shall exceed the amount recommended by the Directors. 32.2 Subject to the provisions of the Law, the Directors may declare dividends in accordance with the respective rights of the Members and capital gains, realized or unrealized, and authorise payment of the same out of the assets belonging funds of the Company lawfully available therefor. If at any time the share capital is divided into different classes of shares, the Directors may pay dividends on shares which confer deferred or non-preferred rights with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears that Seriesthere are sufficient funds of the Company lawfully available for distribution to justify the payment. Provided the Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of a dividend on any shares having deferred or non-preferred rights. 32.3 The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares in the capital of the Company) as the Trustees Directors may determinefrom time to time think fit. 32.4 Except as otherwise provided by the rights attached to shares and subject to Article 15, after providing for actual and accrued liabilities of that Series. All all dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series paid in proportion to the number of such Shares held by such holders at shares a Member holds as of the date the dividend is declared; save that (a) if any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly; and time (b) where the Company has shares in issue which are not fully paid up (as to par value) the Company may pay dividends in proportion to the amount paid up on each share. 32.5 The Directors may deduct from a dividend or other amounts payable to a person in respect of record established a share any amounts due from him to the Company on account of a call or otherwise in relation to a share. 32.6 Any Ordinary Resolution or Directors’ resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets and, where any difficulty arises in regard to such distribution, the Directors may settle the same and in particular may issue fractional certificates and fix the value for distribution of any assets and may determine that cash shall be paid to any Member upon the footing of the value so fixed in order to adjust the rights of Members and may vest any assets in trustees. 32.7 Any dividend or other moneys payable on or in respect of a share may be paid by cheque sent by post to the registered address of the person entitled or, if two or more persons are the holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the holder, to the registered address of that one of those persons who is first named in the Register of Members or to such person and to such address as the person or persons entitled may in writing direct. Subject to any applicable law or regulations, every cheque shall be made payable to the order of the person or persons entitled or to such other person as the person or persons entitled may in writing direct and payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series cheque shall be in such amount a good discharge to the Company. Any joint holder or other person jointly entitled to a share as aforesaid may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and give receipts for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, other moneys payable in respect of the Trustees may determine that no share. 32.8 No dividend or distribution other moneys payable in respect of a share shall be payable on Shares as to which bear interest against the Shareholder's purchase order and/or payment have not been received Company unless otherwise provided by the time or times established rights attached to the share. 32.9 Any dividend which has remained unclaimed for six years from the date when it became due for payment shall, if the Directors so resolve, be forfeited and cease to remain owing by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Company.

Appears in 2 contracts

Sources: Share Purchase Agreement (Bertelsmann SE & Co. KGaA), Share Purchase Agreement (Bertelsmann SE & Co. KGaA)

Dividends. Dividends (a) The holders of record of the Class A shares shall be entitled to a fixed cumulative preferential dividend, subject to the provisions of the Canada Business Corporations Act, ranking pari passu with holders of record of the Class B shares, in preference and distributions priority to any payment of dividends on Shares any other class of a particular Series may shares of the Corporation, at an annual rate per share of 4% of the Redemption Price (as herein defined), payable monthly, on the last day of each month. Such dividends shall accrue and be cumulative from the respective dates of issue of the Class A shares. If on any dividend payment date the Corporation shall not have paid the said dividends in full on all Class A shares, then the outstanding dividends or the unpaid part thereof shall be paid with such frequency as the Trustees may determine, which may be daily on a subsequent date or otherwise pursuant dates in priority to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders dividends on any shares of that Series, from such any other class of shares of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging Corporation ranking junior as to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that to the dividends and distributions Class A shares. (b) The holders of investment income and capital gains with respect to each record of the Class of Shares of a particular Series B shares shall be in such amount as may be declared from time entitled to time by a fixed cumulative preferential dividend, subject to the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations provisions of the expenses Canada Business Corporations Act, ranking pari passu with the holders of record of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except thatClass A shares, in connection with preference and priority to any dividend or distribution program or procedurepayment of dividends on any other class of shares of the Corporation, at an annual rate per share of 3.999999% of the Trustees may determine that no dividend or distribution shall be Redemption Price, payable monthly, on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds last day of which have not yet been paid to such Shareholdereach month. Such dividends shall accrue and distributions may be made cumulative from the respective dates of issue of the Class B shares. If on any dividend payment date the Corporation shall not have paid the said dividends in cashfull on all Class B shares, property then the outstanding dividends or Shares the unpaid part thereof shall be paid on a subsequent date or dates in priority to dividends on any shares of any Class other class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder shares of the mode Corporation ranking junior as to the payment of dividends to the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Class B shares.

Appears in 2 contracts

Sources: Asset Purchase Agreement (Hosposable Products Inc), Asset Purchase Agreement (Hosposable Products Inc)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determinedetermine from time to time, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may otherwise determine, to the Shareholders holders of Shares of that Series, from such of the incomeestimated income and capital gains, accrued or realized, and capital gains, realized or unrealized, and out of from the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of belonging to that Series. The Trustees may designate to any officer or officers the right to determine the amount and frequency of any such dividends. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders holders of that Series in proportion to the number of such Shares of that Series held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, procedure the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or and except that if Classes have been established for any Series, the rate of dividends or distributions shall may vary among such Classes pursuant to resolution, which may be payable on Shares which have been tendered by a standing resolution, of the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds Board of which have not yet been paid to such ShareholderTrustees. Such dividends and distributions may be made in cash, property cash or Shares of any Class of that Series or a combination thereof as determined by the Trustees, Trustees or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection SUBSECTION (lh) of this Section 6.1SECTION 4.2 as of the record date determined by the Trustees. The Trust intends to qualify each Series as a "regulated investment company" under the Internal Revenue Code of 1986, as amended, or any successor or comparable statute thereto, and regulations promulgated thereunder. Inasmuch as the computation of net income and gains for federal income tax purposes may vary from the computation thereof on the books of the Trust, the Board of Trustees shall have the power, in its sole discretion, to distribute in any fiscal year as dividends, including dividends designated in whole or in part as capital gains distributions, amounts sufficient, in the opinion of the Board of Trustees, to enable each Series to qualify as a regulated investment company and to avoid liability of the Series for federal income tax in respect of that year. However, nothing in the foregoing shall limit the authority of the Board of Trustees to make distributions greater than or less than the amount necessary to qualify as a regulated investment company and to avoid liability of each Series for such tax.

Appears in 2 contracts

Sources: Trust Agreement (Surgeons Investment Funds), Agreement and Declaration of Trust (Surgeons Diversified Investment Fund)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, Subject to the Shareholders prior rights and preferences, if any, applicable to any class or series of that SeriesShares specified in the related Share Designation or any series thereof, from such the holders of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Class A Shares of a particular Series shall be distributed pro rata entitled to the Shareholders of that Series receive ratably in proportion to the number of such Class A Shares held by them such holders Dividends (payable in cash, Shares or otherwise), if any, as may be declared thereon by the Board in its discretion at any time and from time to time out of any funds of the date and time Company legally available therefor. Dividends shall not be declared or paid on the Class B Shares unless (a) the Dividend consists of record established for the payment Class B Shares or of such dividends rights, options, warrants or distributionsother securities convertible or exercisable into, except that the dividends and distributions of investment income and capital gains or exchangeable or redeemable for, Class B Shares paid proportionally with respect to each Outstanding Class B Share and (b) a Dividend consisting of Class A Shares or of a particular Series rights, options, warrants or other securities convertible or exercisable into, or exchangeable or redeemable for, Class A Shares on equivalent terms is simultaneously paid to the holders of Class A Shares. If Dividends are declared on the Class A Shares or the Class B Shares that are payable in Common Shares, or securities convertible into, or exercisable or exchangeable or redeemable for, Common Shares, the Dividends payable to the holders of Class A Shares shall be paid only in such amount as may Class A Shares (or securities convertible into, or exercisable or exchangeable or redeemable for, Class A Shares), the Dividends payable to the holders of Class B Shares shall be declared from time to time by the Trusteespaid only in Class B Shares (or securities convertible into, or exercisable or exchangeable or redeemable for, Class B Shares), and such dividends and distributions may vary as between such Classes to reflect differing allocations Dividends shall be paid in the same number of Shares (or fraction thereof) on a per share basis of the expenses Class A Shares and Class B Shares, respectively (or securities convertible into, or exercisable or exchangeable or redeemable for, the same number of Shares (or fraction thereof) on a per share basis of the Series between the Shareholders of such several Classes Class A Shares and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except thatClass B Shares, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1respectively).

Appears in 2 contracts

Sources: Limited Liability Company Agreement (WaterBridge Infrastructure LLC), Limited Liability Company Agreement (WaterBridge Infrastructure LLC)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with (a) If any dividend or distribution program in respect of the Trust Shares or procedureother securities deposited with the Trustee is paid, in whole or in part. in securities of the Company having voting powers of any nature, the Trustees may determine that no dividend or distribution Trustee shall be payable on Shares as likewise hold, subject to the terms of this Agreement, the securities which the Shareholder's purchase order and/or payment have not been are received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable it on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making account of such dividend or distribution to that Shareholder. Any (such securities, together with the Trust Shares, the "Trust Securities"), and the Holder of each Voting Trust Certificate representing securities on which such dividend or distribution has been paid in Shares will shall be paid entitled to receive a Voting Trust Certificate issued under this Agreement representing such Trust Securities. Holders entitled to receive the dividends or distributions referred to above shall be those registered as such on the transfer books of the Trustee at the net asset value thereof close of business on the day fixed by the Company or by law for the taking of a record to determine those holders of the Company's stock entitled to receive such dividends or distributions. (b) If any dividend or distribution in respect of the Trust Securities is paid other than in securities of the Company having voting powers of any nature, then the Trustee shall promptly distribute the same among the Holders registered as determined such at the close of business on the day fixed by the Company or by law for the taking of a record to determine the holders of stock entitled to receive such dividend or distribution. Such distribution shall be made to such Holders ratably, in accordance with subsection the number of Trust Securities represented by their respective Voting Trust Certificates. (lc) Until the termination of this Section 6.1Agreement, each Holder shall be entitled to receive from the Trustee payments equal to all cash dividends or distributions upon the Trust Securities. In lieu of receiving such cash dividends or distributions and paying the same to the Holders pursuant to the provisions of this Agreement, the Trustee may instruct the Company in writing to pay such dividends or distributions directly to the Holders of the Voting Trust Certificates specified by the Trustee. Upon receipt of such written instructions, the Company shall pay such dividends or distributions directly to the Holders. The Trustee may at any time before such payment revoke such instructions and by written notice to the Company direct it to make dividend or distribution payments to the Trustee. The Company shall not be liable to any Holder or any person claiming to be entitled to any such dividends or distributions by reason of adhering to any written instructions by the Trustee.

Appears in 2 contracts

Sources: Exchange Agreement (Netwolves Corp), Voting Trust Agreement (Computer Concepts Corp /De)

Dividends. (i) Each holder of issued and outstanding Convertible Preference Shares will be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for the payment of dividends for each Convertible Preference Share, dividends of the same type as any dividends or other distribution, whether in cash, in kind or in other property, payable or to be made on outstanding Class A Subordinate Voting Shares of the Corporation (the “Class A Shares”), in an amount equal to the amount of such dividends or other distribution as would be made on the number of Class A Shares into which such Convertible Preference Shares could be converted on the applicable record date for such dividends or other distribution on the Class A Shares, without giving effect to the limitations set forth in SECTION 5(b) after aggregating all shares held by the same holder (the “Participating Dividends”) and disregarding any rounding for fractional amounts; provided, however, that notwithstanding the above, the holders of Convertible Preference Shares shall not be entitled to receive any dividends or distributions for which an adjustment to the Conversion Amount (as defined below) shall be made pursuant to SECTION 5(f)(i)(A) or SECTION 5(f)(ii) (and such dividends or distributions that are not payable to the holders of Convertible Preference Shares as a result of this proviso shall not be deemed to be Participating Dividends). (ii) Participating Dividends are payable at the same time as and when such dividends or other distributions on the Class A Shares are paid to the holders of Class A Shares and are payable to holders of record of Convertible Preference Shares on the record date for the corresponding dividend or distribution on the Class A Shares. (b) Holders of the Convertible Preference Shares are not entitled to any dividend, whether payable in cash, in kind or other property, in excess of the Participating Dividends as provided in this SECTION 1. (c) The Corporation shall pay Participating Dividends (less any tax required to be deducted and withheld by the Corporation), except in case of redemption or conversion in which case payment of Participating Dividends shall be made on surrender of the certificate, if any, representing the Convertible Preference Shares to be redeemed or converted, by electronic funds transfer or by sending to each holder of Convertible Preference Shares a particular Series may be paid with check for such frequency as Participating Dividends payable to the Trustees may determineorder of such holder or, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as in the Trustees may determinecase of joint holders, to the Shareholders order of that Seriesall such holders failing written instructions from them to the contrary or in such other manner, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging not contrary to that Seriesapplicable law, as the Trustees may Corporation shall reasonably determine, after providing for actual and accrued liabilities . The making of that Series. All dividends and distributions such payment or the posting or delivery of such check on Shares of or before the date on which such Dividend is to be paid to a particular Series holder shall be distributed pro rata deemed to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date be payment and time of record established shall satisfy and discharge all liabilities for the payment of such dividends Dividends to the extent of the sum represented thereby (plus the amount of any tax required to be and in fact deducted and withheld by the Corporation from the related Dividends as aforesaid and remitted to the proper taxing authority) unless such check is not honored when presented for payment. Subject to applicable law, Dividends which are represented by a check which has not been presented to the Corporation’s bankers for payment or distributions, except that otherwise remain unclaimed for a period of six years from the dividends and distributions of investment income and capital gains with respect date on which they were declared to each Class of Shares of a particular Series be payable shall be in such amount as may be declared from time forfeited to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Corporation.

Appears in 2 contracts

Sources: Securities Purchase Agreement (MDC Partners Inc), Securities Purchase Agreement (MDC Partners Inc)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Seriesthe Portfolio to which such Series pertains, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesPortfolio. All dividends and distributions on Shares of a particular Series without separate Classes shall be distributed pro rata to the Shareholders holders of Shares of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends . Dividends and distributions of investment income and capital gains with respect to each Class of on the Shares of a particular Series Portfolio having separate Classes of Shares shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations among such Classes of the expenses of the Series between the Shareholders liabilities, expenses, costs, charges and reserves of such several Classes Portfolio, and any resultant differences between the net asset value of such several Classes Classes, to such extent and for such purposes as the Trustees may deem appropriate appropriate, but dividends and further except thatdistributions on the Shares of a particular Class shall be distributed pro rata to the Shareholders of that Class in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends and distributions. Notwithstanding the last two preceding sentences, the Trustees may determine, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's ’s purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends Dividends and distributions on the Shares of a Series may be made in cash, property cash or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lh) of this Section 6.16.2.

Appears in 1 contract

Sources: Agreement and Declaration of Trust (Alger Funds Ii)

Dividends. Dividends and distributions on Shares (a) Until the termination of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise this Agreement pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determineterms of Paragraph 12, the holder of each voting trust certificate shall be entitled to receive from the Trustee payments equal to the Shareholders cash dividends, if any, received by the Trustee upon a like number and class of that Series, from such shares of capital stock of the incomeCompany as is called for by each such voting trust certificate standing in the name of such holder in the voting trust certificate register. If any dividend in respect of the shares deposited with the Trustee is paid, accrued in whole or realizedin part, in common or other shares of the Company having general voting powers, the Trustee shall likewise hold, subject to the terms of this Agreement, the certificates for shares of stock which are received by the Trustee on account of such dividend, and capital gains, realized or unrealized, and out the holder of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities each voting trust certificate representing shares of that Series. All dividends and distributions stock on Shares of a particular Series which such stock dividend has been paid shall be distributed pro rata entitled to the Shareholders of that Series in proportion to receive a voting trust certificate issued under this Agreement for the number of shares and class of stock received as such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains dividend with respect to each Class the shares represented by such voting trust certificate. Holders entitled to receive the dividends described above shall be those registered as such on the transfer books of Shares the Trustee at the close of business on the day fixed by the Company for the taking of a particular Series shall be record to determine those holders of its shares of stock entitled to receive such dividends, or if the Trustee have fixed a date, as hereinafter in this paragraph provided, for the purpose of determining the holders of voting trust certificates entitled to receive such amount payment or distribution, then registered as may be declared from time to time such at the close of business on the date so fixed by the TrusteesTrustee. (b) Except as otherwise provided in Paragraph 12, and such dividends and distributions may vary as between such Classes to reflect differing allocations if any dividend in respect of the expenses stock deposited with the Trustee is paid other than in cash or in capital stock having general voting powers, then the Trustee shall distribute the same among the holders of voting trust certificates registered as such at the Series between close of business on the Shareholders day fixed by the Trustee for taking a record to determine the holders of voting trust certificates entitled to receive such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution. Such distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid made to such Shareholder. Such dividends and distributions may be made in cashholders of voting trust certificates ratably, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection the number of shares represented by their respective voting trust certificates. (lc) In lieu of receiving cash dividends upon the capital stock of the Company and paying the same to the holders of voting trust certificates pursuant to the provisions of this Section 6.1.Agreement, the Trustee may instruct the Company in writing to pay such dividends to the holders of the voting trust certificates. Upon receipt of such written instructions, the Company shall pay such dividends directly to the holders of the voting trust certificates. Upon such instructions being given by the Trustee to the Company, and until revoked by the

Appears in 1 contract

Sources: Voting Trust Agreement (Commonwealth of Penn State Employes Retirement System)

Dividends. Dividends and distributions on Shares ‌ 4.1 A holder of a particular Series may Class A Preferred Share shall be entitled to receive and the Board of Directors shall, subject to applicable law and Section 4.4 hereof, on each IPF Distribution Declaration Date, declare a dividend on each Class A Preferred Share, (a) in the case of a cash distribution declared on the Class A Units, in an amount in cash for each Class A Preferred Share equal to the cash distribution declared on each Class A Unit, (b) in the case of a distribution declared on the Class A Units to be paid with such frequency as in Class A Units, in an amount in cash based upon the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such Current Market Price of the income, accrued or realized, Class A Units on the IPF Distribution Declaration Date and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of Class A Units to be distributed on each Class A Unit, and (c) in the case of a distribution declared on the Class A Units in property other than cash or Class A Units (which may include other securities of IPF), in such Shares held type and amount of property to be distributed on each Class A Unit, or cash in an amount equal to the Fair Market Value of such property on the IPF Distribution Declaration Date, as determined by the Board of Directors. The dividend entitlement pursuant to this Section 4.1 shall commence with any IPF Distribution Declaration Date occurring from and after the Effective Date. Such dividends (less any tax required to be deducted and withheld from such holders dividends) shall be paid out of money, assets or property of the Corporation properly applicable to the payment of dividends, or out of authorized but unissued shares of the Corporation.‌ 4.2 Cheques of the Corporation shall be issued in respect of any cash dividends contemplated by Section 4.1 hereof, and the sending of such a cheque to each holder of a Class A Preferred Share at the address for notice for the holder as provided in the Support Agreement shall satisfy the cash dividends represented thereby unless the cheque is not paid on presentation. Any other type and amount of property in respect of any dividends contemplated by Section 4.1(c) hereof shall be issued, transferred and/or delivered by the Corporation in such manner as the Board of Directors shall determine, and the issuance, transfer and/or delivery thereof by the Corporation to each holder of a Class A Preferred Share shall satisfy the dividend represented thereby. In all cases, any such dividends shall be subject to any reduction or adjustment for withholding tax required to be deducted and withheld from such dividends under the Tax Act, and, if applicable, the Corporation shall be entitled to liquidate some of the property which would otherwise be deliverable in payment of such dividends to a particular holder of Class A Preferred Shares to fund any statutory withholding obligation under the Tax Act. 4.3 Subject to the requirements of the Act and the articles and by-laws of the Corporation, the record date for the determination of the holders of Class A Preferred Shares entitled to receive payment of, and the payment date for, any dividend declared on the Class A Preferred Shares under Section 4.1 hereof shall be the same dates as the record date and time payment date, respectively, for the corresponding distribution declared on the Class A Units. In the event that the requirements of applicable law or the articles and by-laws of the Corporation prevent the record established date and the payment date of a dividend payable under Section 4.1 from conforming to the record date and payment date for a distribution on Class A Units, the Corporation shall use its reasonable efforts to cause the payment date for the Corporation dividend to be on or before the payment date for the applicable Class A Unit distribution. 4.4 Notwithstanding Section 4.1 hereof, the Board of Directors shall not declare a dividend on the Class A Preferred Shares until the earlier of (i) 15 days after receipt by the Corporation of the PAC Financial Items and (ii) 90 days after the Effective Date (the "Dividend Commencement Date"); provided that on the first IPF Distribution Declaration Date following the Dividend Commencement Date, the amount of the dividend to be declared by the Board of Directors on each Class A Preferred Share shall be equal to the aggregate amount that would have been declared in accordance with Section 4.1 had the Dividend Commencement Date occurred on the Effective Date.‌ 4.5 If on any payment date for any dividends declared on the Class A Preferred Shares under Section 4.1 hereof the dividends are not paid in full on all of the Class A Preferred Shares then outstanding, any such dividends which remain unpaid shall be paid on a subsequent date or dates determined by the Board of Directors on which the Corporation shall have sufficient moneys, assets or property properly applicable to the payment of such dividends. 4.6 Except as provided in this Article 4, the holders of Class A Preferred Shares shall not be entitled to receive dividends in respect thereof. 4.7 Payment of the Class A Retraction Amount shall satisfy in full all Unpaid Dividends relating to the Class A Preferred Shares in respect of which the Class A Retraction Amount is paid. 4.8 The Corporation shall take all necessary steps to designate the full amount of all dividends that it pays or that it is deemed to pay as "eligible dividends" within the meaning of subsection 89(1) of the Tax Act, to the extent that such dividends or distributionsdeemed dividends, except that as the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such case may be, exceed the amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of Corporation's "low rate income pool", as defined in the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except thatTax Act; provided, in connection with any dividend or distribution program or procedurehowever, the Trustees may determine that no dividend or distribution foregoing shall be payable on Shares not impact the Corporation's ability to complete the Amalgamation (as to which defined in the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Support Agreement).

Appears in 1 contract

Sources: Share Purchase Agreement

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Seriesthe Portfolio to which such Series pertains, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesPortfolio. All dividends and distributions on Shares of a particular Series without separate Classes shall be distributed pro rata to the Shareholders holders of Shares of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends . Dividends and distributions of investment income and capital gains with respect to each Class of on the Shares of a particular Series Portfolio having separate Classes of Shares shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations among such Classes of the expenses of the Series between the Shareholders liabilities, expenses, costs. charges and reserves of such several Classes Portfolio, and any resultant differences between the net asset value of such several Classes Classes, to such extent and for such purposes as the Trustees may deem appropriate appropriate, but dividends and further except thatdistributions on the Shares of a particular Class shall be distributed pro rata to the Shareholders of that Class in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends and distributions. Notwithstanding the last two preceding sentences, the Trustees may determine, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends Dividends and distributions on the Shares of a Series may be made in cash, property cash or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lh) of this Section 6.16.2.

Appears in 1 contract

Sources: Agreement and Declaration of Trust (Spectra Fund Inc)

Dividends. Dividends and distributions on Shares of a particular Series Sub-Trust or any class thereof may be paid with such frequency as the Trustees may determine, which may be daily or otherwise other wise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders holders of Shares of that SeriesSub-Trust or class, from such of the incomeincome and capital gains, accrued or realized, and capital gains, realized or unrealized, and out of from the assets belonging to that SeriesSub-Trust, or in the case of a class, belonging to that sub-trust and allocable to that class, as the Trustees may determine, after providing for actual and accrued liabilities of belonging to that SeriesSub-Trust or class. All dividends and distributions on Shares of a particular Series Sub-Trust or class thereof shall be distributed pro rata to the Shareholders holders of Shares of that Series Sub-Trust or class in proportion to the number of such Shares of that Sub-Trust held by such holders at Table of Contents the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, procedure the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's ’s purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property cash or Shares of any Class of that Series Sub-Trust or class or a combination thereof as determined by the Trustees, Trustees or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with the subsection (li) of this Section 6.14.3. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders.

Appears in 1 contract

Sources: Master Trust Agreement (Icon Funds)

Dividends. Dividends on the Preferred Shares shall accrue on a daily basis at the prorated annual rate of $0.045 per Preferred Share and distributions shall be cumulative. The holders of Preferred Shares shall be entitled to receive annual dividends or distributions, when and as declared by the board of directors of Parent. Parent may elect to pay dividends on the Preferred Shares to each holder of Preferred Shares pro rata in additional Preferred Shares with a particular Series may value equal to the amount of the dividends, provided to the extent Parent does not pay a dividend on the Preferred Shares in cash or in additional shares, the dividend shall accrue and accumulate compounded yearly whether or not such dividend was declared. No dividends shall be paid with such frequency as on any Common Shares until dividends on the Trustees may determine, which may Preferred Shares shall have been paid or declared and set apart. The holders of the Preferred Shares will be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, entitled to the Shareholders of that Series, from such greater of the incomedividend on the Common Shares and the Preferred Shares in that fiscal year. Upon any liquidation, accrued dissolution, or realizedwinding up of Parent, and capital gainswhether voluntary or involuntary (a “Liquidation”), realized before any distribution or unrealizedpayment shall be made to any of the holders of Common Shares, and the holders of the Preferred Shares shall be entitled to receive out of the assets belonging of Parent, an amount in cash or kind for each Preferred Share equal to that Seriesthe greater of (i) US$1.00 per Preferred Share (as such amount shall be appropriately adjusted to take into account stock splits, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All stock dividends and distributions on similar events) plus all declared and unpaid dividends thereon and (ii) the amount it would receive in the Liquidation if the Preferred Share had been converted to Common Shares immediately prior to the Liquidation (the “Liquidation Amount”). If, upon any Liquidation, the assets of a particular Series Parent shall be insufficient to pay the Liquidation Amount, then the net assets of Parent shall be distributed pro rata to among the Shareholders holders of that Series the Preferred Shares ratably in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect full amounts to each Class of Shares of a particular Series shall which they would otherwise be in such amount as may be declared from time to time by the Trustees, respectively entitled and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, cash or in property or Shares of any Class of that Series or a combination thereof as determined by the Trusteestaken at its fair value, or pursuant to any program that the Trustees may have in effect both, at the time for the election by each Shareholder of the mode board of directors of Parent. After payment in full of the making Liquidation Amount, including without limitation all declared and unpaid dividends on the Preferred Shares, the assets of such dividend or distribution Parent legally available for distribution, if any, shall be distributed ratably to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) holders of this Section 6.1the Common Shares.

Appears in 1 contract

Sources: Stock Purchase Agreement (Atlas Financial Holdings, Inc.)

Dividends. Dividends 33.1 The profits of the Company, subject to any special rights relating thereto created or authorized by this Constitution and distributions on Shares subject to the provisions of a particular Series may this Constitution as to reserves and provisions, shall be paid with divisible among the Members in such frequency proportion as the Trustees Directors may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by determine (subject always to the Trustees, and such dividends and distributions may vary as between such Classes terms on which the Shares in the Company are issued) but so that all Dividends shall be paid according to reflect differing allocations the amounts paid up on the Shares of the expenses of class in respect whereof the Series between Dividend is paid. 33.2 The Directors may (subject always to the Shareholders of such several Classes and any resultant differences between terms on which the net asset value of such several Classes Shares in the Company are issued) from time to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may time determine that no dividend or distribution shall be a Dividend is payable on to the holders of one class of Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares exclusion of any Class other class of that Series or a combination thereof as determined by Shares and may fix the Trustees, or pursuant to any program that the Trustees may have in effect at amount and the time for payment and the election by each Shareholder method of payment. 33.3 In making a determination that a Dividend is payable to the holders of any class of Shares, the Directors shall not be bound to consider the proportion of the mode paid up capital or Shareholding of any class of Shares in relation to the total paid up capital or Shareholding in the Company. 33.4 No Dividend shall be paid otherwise than out of profits nor bear interest against the Company. 33.5 No amount paid on a Share in advance of calls shall while carrying interest be treated for the purposes of Dividend as paid up on the Share. 33.6 If several persons are registered as joint holders of any Shares any one of them may give effectual receipts for any Dividends or other moneys payable on or in respect of the making Share. 33.7 Subject to the provisions of Clause 33.2, any Dividend may be paid by cheque, sent through the post to the registered address of the Member or person entitled thereto or in the case of joint holders to any one of such dividend joint holders at his registered address, or distribution to that Shareholder. Any such dividend person and such address as the Member or distribution paid in Shares will person entitled or such joint holders (as the case may be) may direct. 33.8 For the purposes of Clause 33.7 every cheque shall be paid at made payable to the net asset value thereof person to whom it is sent or bearer and crossed "not negotiable" or to such other person as determined in accordance with subsection the Member or person entitled or such joint holders (las the case may be) of this Section 6.1may direct.

Appears in 1 contract

Sources: Shareholders Agreement (Praxis Pharmaceuticals Inc/Cn)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lI) of this Section 6.1.

Appears in 1 contract

Sources: Agreement and Declaration of Trust (VALIC Co II)

Dividends. Dividends 42.1 Subject to the Statute and these Articles (including without limitation Articles 32.6) and any direction of the Company in general meetings, the Board of Directors may declare dividends and such other distributions on Shares of a particular Series may (in cash or in specie) to be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that SeriesMembers, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date them, and time of record established for the authorise payment of such the dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no . No dividend or distribution shall be payable on Shares paid except out of the realised or unrealised profits of the Company, or out of the share premium account or as to which the Shareholder's purchase order and/or payment have not been received otherwise permitted by the time Statute. 42.2 The Board of Directors may deduct from any dividend or times established distribution payable to any Member all sums of money (if any) then payable by such Member to the Company on account of calls or otherwise. 42.3 Subject to these Articles, the Board of Directors may declare that any dividend or distribution be paid wholly or partly by the Trustees under distribution of specific assets and in particular of shares, debentures or securities of any other company or in any one or more of such program ways and where any difficulty arises in regard to such distribution, the Board of Directors may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or procedure, or any part thereof and may determine that dividends or distributions cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Board of Directors. 42.4 Any dividend, distribution, interest or other monies payable on in cash in respect of Shares which have been tendered may be paid by wire transfer to the holder thereof or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such Person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the Person to whom it is sent. Any one of two or more joint holders may give effectual receipts for redemption any dividends, bonuses or repurchaseother monies payable in respect of the Share held by them as joint holders. 42.5 No dividend or distribution shall bear interest against the Company, but the redemption or repurchase proceeds of which have except as expressly provided in these Articles. 42.6 Any dividend that cannot yet been be paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares a Member and/or that remains unclaimed after six (6) months from the date of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making declaration of such dividend or distribution to that Shareholder. Any such dividend or distribution paid may, in Shares will the discretion of the Board of Directors, be paid at into a separate account in the net asset value thereof Company’s name, provided that the Company shall not be constituted as determined a trustee in accordance with subsection (l) respect of this Section 6.1.that account and the dividend shall remain as a debt due to the

Appears in 1 contract

Sources: Equity Subscription Agreement (MK Arizona Corp.)

Dividends. Dividends 5.1 The holders of Exchangeable Shares will be entitled to participate in all dividends declared by Purchaser, in accordance with the provisions of the Exchangeable Share Provisions and distributions the Support Agreement. 5.2 The Trustee hereby expressly waives, for and on Shares its own behalf and on behalf of a particular Series all Shareholders, all rights to receive dividends of every nature as may be paid with such frequency payable to it as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such holder of the income, accrued or realizedTrust Shares, and capital gains, realized or unrealized, and out the parties acknowledge that the Parent need not include the Trust Shares in its calculations for purposes of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for determining the payment of dividends, and need not pay or distribute any dividends (either in cash, shares or otherwise) to the Trustee as holder of the Trust Shares, provided however that such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as waiver may be declared rescinded by the Trustee upon receipt of notice from a Shareholder that Purchaser has omitted to pay any dividends otherwise payable or that either the Parent or Purchaser contests the right of the holders of Exchangeable Shares to receive dividends, or the right to receive dividends on the Exchangeable Shares that are otherwise in doubt whereupon the Parent will pay and the Trustee shall collect all dividends paid on the Trust Shares from time to time by until the Trustees, and such Trustee receives an Officer's Certificate from Purchaser certifying that Purchaser is in compliance with its obligations to pay dividends and distributions may vary as between such Classes to reflect differing allocations of in accordance with the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been Exchangeable Share Provisions. Any dividends received by the time or times established Trustee on the Trust Shares shall be paid to the Shareholders in the same manner as dividends would have been paid by Purchaser to the holders of Exchangeable Shares. 5.3 For clarity, the Voting Rights and exchange rights granted by the Trustees under such program Parent to the Shareholders hereunder do not in any manner confer any additional rights to the Shareholders, including, but subject to the provisions of the Support Agreement, any rights to receive or procedure, participate in dividends declared or that dividends or distributions shall be payable on Shares which have been tendered paid by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Parent.

Appears in 1 contract

Sources: Exchange and Voting Agreement (Internet Food Co Inc)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, 2.3.1 Subject to the Shareholders of that Series, from such provisions of the incomeAct, accrued or realizedthe holders of the Preference Shares, in priority to the Common Shares and capital gainsany other shares ranking junior to the Preference Shares, realized or unrealizedshall be entitled to receive and the Corporation shall pay thereon, as and when declared by the Board of Directors out of the assets belonging moneys of the Corporation properly applicable to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends, preferential non-cumulative dividends or distributions, except that at the dividends and distributions rate of investment income and capital gains with respect to $10.00 per Preference Share in each Class fiscal year of Shares the Corporation. The Board of a particular Series Directors shall be in such amount as may be declared entitled from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations declare part of the expenses preferential non-cumulative cash dividend for any fiscal year notwithstanding that such dividend for such fiscal year shall not be declared in full. If, within two months after the expiration of any fiscal year of the Series between Corporation, the Shareholders Board of such several Classes and Directors in its discretion shall not declare the said dividend or any resultant differences between part thereof on the net asset value of such several Classes to such extent and Preference Shares for such purposes as fiscal year then the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder rights of the mode holders of the making of Preference Shares to such dividend or distribution to any undeclared part thereof for such fiscal year shall be forever extinguished. The holders of the Preference Shares shall not be entitled to any dividends other than or in excess of the preferential non-cumulative cash dividends provided for herein. 2.3.2 Cheques of the Corporation payable at par at any branch of the Corporation’s bankers for the time being in Canada shall be issued in respect of the dividends on the Preference Shares (less any tax required to be withheld by the Corporation) and payment thereof shall satisfy such dividends. Dividends which are represented by a cheque which has not been presented to the Corporation’s bankers for payment or that Shareholder. Any otherwise remain unclaimed for a period of six years from the date on which they were declared to be payable shall be forfeited to the Corporation. 2.3.3 Except with the consent in writing of the holders of all the Preference Shares outstanding, no dividends shall at any time be declared or paid on or set apart for payment on the Common Shares or on any shares of any other class of the Corporation ranking junior to the Preference Shares in respect of the payment of dividends and the Corporation shall not purchase or otherwise acquire for value any Common Shares or any shares of any other class of the Corporation ranking junior to the Preference Shares or make any payment in respect of the return of capital for such dividend or distribution paid in shares so long as any Preference Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1are outstanding.

Appears in 1 contract

Sources: Transaction Agreement (Weyerhaeuser Co)

Dividends. Dividends on each share of Series D Preferred Stock shall accrue on a monthly basis at the rate of 12% per annum of the sum of the Stated Value plus all accumulated and distributions unpaid dividends thereon from and including the date of issuance of such share to and including the date on Shares which the Stated Value of a particular Series may be such share (plus all accrued and unpaid dividends thereon) is paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders holder thereof in connection with a Liquidation Event (as defined herein) or the redemption of that Seriessuch share by the Corporation. Such dividends shall accrue whether or not they have been declared and whether or not there are profits, from such surplus or other funds of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established Corporation legally available for the payment of such dividends. All accrued and unpaid dividends on each share of Series D Preferred Stock shall be paid, at the option of the Corporation, in cash or distributionsin kind with shares of Series D Preferred Stock on the last business day of each calendar month; provided that dividends may only be paid in cash after all obligations of the Corporation and its subsidiaries under each of the New Credit Facilities (excluding contingent obligations as to which no claim has been made) have been paid in full in cash, except that all commitments to extend credit thereunder have been terminated and no letter of credit shall be outstanding thereunder. For purposes of dividends paid in kind, (i) the dividends number of shares of Series D Preferred Stock payable in respect thereof shall be determined using a per share price of $1,000 (adjusted appropriately for stock splits, stock dividends, recapitalizations, consolidations, mergers and distributions of investment income and capital gains the like with respect to each Class of Shares the Series D Preferred Stock) and (ii) in lieu of a particular fractional share of Series shall be in such amount D Preferred Stock as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedurea dividend, the Trustees may determine that no dividend or distribution Corporation shall be payable on Shares as issue a whole share of Series D Preferred Stock (rounded up to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1nearest whole share).

Appears in 1 contract

Sources: Preferred Stock Purchase Agreement (Fusion Connect, Inc.)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's ’s purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lI) of this Section 6.1.

Appears in 1 contract

Sources: Agreement and Declaration of Trust (VALIC Co II)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Seriesthe Fund to which such Series pertains, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesFund. All dividends and distributions on Shares of a particular Series without separate Classes shall be distributed pro rata to the Shareholders holders of Shares of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends . Dividends and distributions of investment income and capital gains with respect to each Class of on the Shares of a particular Series Fund having separate Classes of Shares shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations among such Classes of the expenses of the Series between the Shareholders liabilities, expenses, costs, charges and reserves of such several Classes Fund, and any resultant differences between the net asset value of such several Classes Classes, to such extent and for such purposes as the Trustees may deem appropriate appropriate, but dividends and further except thatdistributions on the Shares of a particular Class shall be distributed pro rata to the Shareholders of that Class in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends and distributions. Notwithstanding the last two preceding sentences, the Trustees may determine, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends Dividends and distributions on the Shares of a Series may be made in cash, property cash or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection SUBSECTION (lH) of this Section 6.1SECTION 6.2.

Appears in 1 contract

Sources: Trust Agreement (Global China Growth Fund)

Dividends. Dividends and distributions on Shares The Board of a particular Series may be paid with such frequency as the Trustees may determineDirectors of this Corporation may, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by time, declare and the Trustees, and such Corporation may pay dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made its shares in cash, property or Shares its own shares, except when the Corporation is insolvent or when the payment thereof would render the Corporation insolvent or when the declaration or payment thereof would be contrary to any restrictions contained in the certificate of incorporation, subject to the following provisions: a. Dividends in cash or property may be declared and paid, except as otherwise provided in this section, only out of the unreserved and unrestricted earned surplus of the Corporation or out of capital surplus, howsoever arising but each dividend paid out of capital surplus shall be identified as a distribution of capital surplus, and the amount per share paid from such surplus shall be disclosed to the stockholders receiving the same concurrently with the distribution. b. Dividends may be declared and paid in the Corporation's own treasury shares. c. Dividends may be declared and paid in the Corporation's own authorized but unissued shares out of any Class unreserved and unrestricted surplus of that Series or the Corporation upon the following conditions: (1) If a combination dividend is payable in shares having a par value, such shares shall be issued at not less than the par value thereof as determined by the Trustees, or pursuant and there shall be transferred to any program that the Trustees may have in effect stated capital at the time for such dividend is paid an amount of surplus equal to the election by each Shareholder aggregate par value of the mode shares to be issued as a dividend. (2) If a dividend is payable in shares without a par value, such shares shall be issued at such stated value as shall be fixed by the Board of Directors by resolution adopted at the time such dividend is declared, and there shall be transferred to stated capital at the time such dividend is paid an amount of surplus equal to the aggregate stated value so fixed in respect of such shares; and the amount per share so transferred to stated capital shall be disclosed to the stockholders receiving such dividend concurrently with the payment thereof. d. No dividend payable in shares of any class shall be paid to the holders of shares of any other class unless the certificate of incorporation so provide or such payment is authorized by the affirmative vote or the written consent of the making holders of such at least a majority of the outstanding shares of the class in which the payment is to be made. e. A split-up or division of the issued shares of any class into a greater number of shares of the same class without increasing the stated capital of the Corporation shall not be construed to be a share dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at within the net asset value thereof as determined in accordance with subsection (l) meaning of this Section 6.1section.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Nexgen Vision Inc)

Dividends. Dividends The Trustee shall, in lieu of receiving and distributions on Shares paying over any dividend or distribution of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily cash or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, property to the Shareholders Beneficiaries, authorize the Company to make payment or delivery of that Series, from such all or any part thereof (other than any dividend or distribution in the form of shares of Class F Common Stock) directly to the Beneficiaries in accordance with their respective Trust Units as they appear on the books and records of the income, accrued or realized, and capital gains, realized or unrealized, and out Voting Trust as of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number record date of such Shares dividend or distribution. Notwithstanding the foregoing, in the event the Trustee receives any dividend or other distribution of cash or property (other than in the form of shares of Class F Common Stock) in respect of the Equity Interests held by in the Voting Trust hereunder, including, in the event of the dissolution, liquidation or winding up of the Company during the term of this Agreement in such holders at manner as to entitle the date and time Beneficiaries to liquidating dividends or distributions in respect of record established for the payment of Equity Interests, all such liquidating dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect Trustee shall promptly pay or deliver (or cause to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trusteespaid or delivered), and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except thatwithout interest, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any the Beneficiaries in accordance with their respective Trust Units as they appear on the books and records of the Voting Trust as of the record date of such dividend or distribution paid distribution. Prior to making any payment of cash or other property to the Beneficiaries under this Section 4.01 or any other provision hereunder, the Trustee shall withhold therefrom taxes as may be required by applicable Law. Each Beneficiary shall provide an IRS Form W-9, W-8 or other similar certification as is required to reduce or eliminate the application of any withholding taxes on the payment of cash or other property, or allocation of income, to the Beneficiaries, together with wire instructions and such other information as the Trustee may require in Shares will order to permit the Trustee to make such payment to such Beneficiary. All shares of Class F Common Stock issued as dividends, stock splits or otherwise in respect of the Equity Interests held by the Voting Trust shall be paid at retained by the net asset value thereof as determined Trustee in the Voting Trust and shall be subject to this Agreement, and the certificates for such shares of Class F Common Stock, if any, shall be issued in the name of and delivered to the Trustee to be held hereunder, subject to all of the provisions hereof, and the Trust Units of the Beneficiaries shall be adjusted in accordance with subsection (l) their respective Trust Units as they appear on the books and records of this Section 6.1the Voting Trust as of the record date of such dividend or distribution.

Appears in 1 contract

Sources: Voting Trust Agreement (Palantir Technologies Inc.)

Dividends. Dividends (a) Until the termination of this Agreement pursuant to the terms of Section 12, the holder of each voting trust certificate shall be entitled to receive from the Trustees payments equal to the cash dividends, if any, received by the Trustees upon a like number and distributions class of shares of capital stock of the Company as is called for by each such voting trust certificate standing in the name of such holder in the voting trust certificate register. If any dividend in respect of the stock deposited with the Trustees are paid, in whole or in part, in shares of common or other stock of the Company having general voting powers, the Trustees shall likewise hold, subject to the terms of this Agreement, the certificates for shares of stock which are received by the Trustees on Shares account of such dividend, and the holder of each voting trust certificate representing shares of stock on which such stock dividend has been paid shall be entitled to receive a voting trust certificate issued under this Agreement for the number of shares and class of stock received as such dividend with respect to the shares represented by such voting trust certificate. Holders entitled to receive the dividends described above shall be those registered as such on the transfer books of the Trustees at the close of business on the day fixed by the Company for the taking of a particular Series may record to determine those holders of its shares of stock entitled to receive such dividends, or if the Trustees have fixed a date, as hereinafter in this Section provided, for the purpose of determining the holders of voting trust certificates entitled to receive such payment or distribution, those holders registered as such at the close of business on the date so fixed by the Trustees. (b) Except as otherwise provided in Section 12, if any dividend in respect of the stock deposited with the Trustees are paid other than in cash or in capital stock having general voting powers, then the Trustees shall distribute the same among the holders of voting trust certificates registered as such at the close of business on the day fixed by the Trustees for taking a record to determine the holders of voting trust certificates entitled to receive such distribution. Such distribution shall be paid made to such holders of voting trust certificates ratably, in accordance with such frequency as the number of shares represented by their respective voting trust certificates. (c) The transfer books of the Trustees may determinebe closed temporarily by the Trustees for a period not exceeding 20 days preceding the date fixed for the payment or distribution of dividends or the distribution of assets or rights, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as at any other time in the discretion of the Trustees. In lieu of providing for the closing of the books against the transfer of voting trust certificates, the Trustees may determinefix a date not exceeding 20 days preceding any date fixed by the Company for the payment or distribution of dividends, or for the distribution of assets or rights, as a record date for the determination of the holders of voting trust certificates entitled to receive such payment or distribution or to receive such assets or exercise such rights, or for the purpose of determining the holders of voting trust certificates entitled to vote at any meeting of the holders or to determine any other thing, act or rights to be exercised, done or performed by the holders, and the holders of voting trust certificates of record at the close of business on such date shall exclusively be entitled to participate in such payments or distribution or exercise of rights. (d) In lieu of receiving cash dividends upon the capital stock of the Company and paying the same to the Shareholders holders of that Seriesvoting trust certificates pursuant to the provisions of this Agreement, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All instruct the Company in writing to pay such dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders holders of that Series in proportion the voting trust certificates. Upon receipt of such written instructions, the Company shall pay such dividends directly to the number holders of the voting trust certificates. Upon such Shares held instructions being given by such holders at the date Trustees to the Company, and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time until revoked by the Trustees, and all liability of the Trustees with respect to such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the shall cease. The Trustees may deem appropriate at any time revoke such instructions and further except that, in connection with any by written notice to the Company direct it to make dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as payments to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1.

Appears in 1 contract

Sources: Voting Trust Agreement (Pierce Leahy Corp)

Dividends. Dividends and distributions on No rights, privileges, restrictions or conditions attached to a series of Preferred Shares shall confer upon a series a priority in respect of dividends or return of capital over any other series of Preferred shares then outstanding. The Preferred Shares shall be entitled to priority over the Common Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as Company and over any other shares of the Trustees may determine, Company ranking junior to the Shareholders Preferred shares with respect to priority in the payment of that Seriesdividends and the distribution of assets in the event of liquidation, from such dissolution or winding-up of the incomeCompany, accrued whether voluntary or realizedinvoluntary, and capital gains, realized or unrealized, and out any other distribution of the assets belonging of the Company among its shareholders for the purpose of winding-up its affairs. If any cumulative dividends or amounts payable on a return of capital in respect of a series of Preferred Shares are not paid in full, the Preferred Shares of all series shall participate rateably in respect of such dividends, including accumulations, if any, in accordance with the sums that would be payable on such shares if all such dividends were declared and paid in full, and in respect of any repayment of capital in accordance with the sums that would be payable on such repayment of capital if all sums so payable were paid in full; provided however, that in the event of there being insufficient assets to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All satisfy in full all such claims to dividends and distributions on return of capital, the claims of the holders of the Preferred Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class repayment of capital shall first be paid and satisfied and any assets remaining thereafter shall be applied towards the payment and satisfaction of claims in respect of dividends. The Preferred Shares of a particular Series shall any series may also be in given such amount other preferences, not inconsistent with paragraphs 1 to 4 hereof, over the Common shares and over any other shares ranking junior to the Preferred shares as may be declared from time to time by determined in the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders case of such several Classes and any resultant differences between the net asset value series of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Preferred Shares.

Appears in 1 contract

Sources: Arrangement Agreement (Ima Exploration Inc)

Dividends. Dividends and distributions on Shares of a particular Series Sub-Trust or any Class thereof may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders holders of Shares of that SeriesSub-Trust or Class, from such of the incomeincome and capital gains, accrued or realized, and capital gains, realized or unrealized, and out of from the assets belonging to that SeriesSub-Trust, or in the case of a Class, belonging to that Sub-Trust and allocable to that Class, as the Trustees may determine, after providing for actual and accrued liabilities of belonging to that SeriesSub-Trust or Class. All dividends and distributions on Shares of a particular Series Sub-Trust or Class thereof shall be distributed pro rata PRO RATA to the Shareholders holders of Shares of that Series Sub-Trust or Class in proportion to the number of such Shares of that Sub-Trust or Class held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, procedure the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property cash or Shares of any that Sub-Trust or Class of that Series or a combination thereof as determined by the Trustees, Trustees or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lh) of this Section 6.14.2. The Trustees shall have full discretion to determine which items shall be treated as income and which items as capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders. Without limiting the generality of the foregoing, but subject to applicable federal law, including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and composition of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other person or persons to whom such authority has been delegated by the Trustees) and may be different among Shareholders, including differences among Shareholders of the same Sub-Trust or Class.

Appears in 1 contract

Sources: Master Trust Agreement (Victory Portfolios Iii)

Dividends. Dividends and distributions on Shares of a particular any Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Seriesthe Portfolio to which such Series pertains, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesPortfolio. All dividends and distributions on Shares of a particular any Series shall be distributed pro rata to the Shareholders holders of Shares of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except thatdetermine, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on newly-issued Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends Dividends and distributions on the Shares of a Series may be made in cash, property cash or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection SUBSECTION (lg) of this Section 6.1SECTION 6.2.

Appears in 1 contract

Sources: Agreement and Declaration of Trust (Ashport Mutual Funds Trust)

Dividends. Dividends and distributions on Shares of a particular Series Portfolio may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders holders of Shares of that SeriesPortfolio, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Seriessuch Portfolio, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesPortfolio. All dividends Dividends and distributions on Shares of a particular Series Portfolio without separate Classes of Shares shall be distributed pro rata to the Shareholders holders of Shares of that Series Portfolio in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends . Dividends and distributions of investment income and capital gains with respect to each Class of on the Shares of a particular Series Portfolio having separate Classes of Shares shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations among such Classes of the expenses of the Series between the Shareholders liabilities, expenses, costs, charges and reserves of such several Classes Portfolio, and any resultant differences between the net asset value of such several Classes Classes, to such extent and for such purposes as the Trustees may deem appropriate appropriate, but dividends and further except thatdistributions on the Shares of a particular Class shall be distributed pro rata to the Shareholders of that Class in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends and distributions. Notwithstanding the last two preceding sentences, the Trustees may determine, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on newly-purchased Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends Dividends and distributions on the Shares of a Portfolio may be made in cash, property cash or Shares of any Class of that Series Portfolio or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lg) of this Section 6.16 2.

Appears in 1 contract

Sources: Agreement and Declaration of Trust (Alliance Municipal Income Fund Ii)

Dividends. Dividends and distributions on Shares The record owner of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series each Voting Trust --------- Certificate shall be distributed entitled to receive his pro rata to share of any dividends paid or distributed by the Shareholders of that Series Company upon the Shares represented by the Voting Trust Certificates and all other corporate distributions made by the Company in proportion to the number respect of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributionsShares; provided, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trusteeshowever, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with if any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution includes shares of capital stock of the Company with voting rights, the certificates representing such shares of stock shall be deposited with the Voting Trustee subject to that Shareholder. Any the terms of this Agreement, and the owner of the Voting Trust Certificate evidencing the Shares upon which such dividend or distribution paid in Shares will is made shall entitled to receive new Voting Trust Certificates representing such newly-deposited shares of capital stock with voting rights. The record date fixed by the Company for the purpose of the payment of any dividend or for the making of any other distribution shall be paid the record date for the purpose of payment distribution to the owners of Voting Trust Certificates, and whenever any such record date shall be fixed, the owners of record of Voting Trust Certificates at the net asset value thereof as determined date so fixed shall exclusively be entitled to participate in the payment or distribution. Upon receipt by the Voting Trustee of any dividend or other distribution in respect of any Shares held by the Voting Trustee, the Voting Trustee shall promptly distribute the funds or property so received by him to the owners of Voting Trust Certificates to whom such funds or property should have been distributed by the Company if the foregoing provisions hereof had been observed. Notwithstanding the foregoing provisions of this Section 5, if the Company shall reclassify its Shares, reorganize, sell all or substantially all of its assets with or without dissolution, consolidate with or merge into another corporation, or if another corporation shall merge into the Company, the shares of capital stock into which the Shares then on deposit hereunder shall be reclassified and any shares of capital stock issued in exchange or substitution for the Shares then on deposit hereunder shall, if they are a non-voting shares, be distributed in accordance with subsection (l) the provisions of this Section 6.1Agreement directly to the record owners of outstanding Voting Trust Certificates, issued in respect of such Shares; or, if they are voting shares, they shall become subject to the terms and conditions of this Agreement as if such voting shares had been originally deposited hereunder, and shall be deposited with the Voting Trustee, and the owner of outstanding Voting Trust Certificates shall be entitled to receive new Voting Trust Certificates representing such newly deposited shares of capital stock with voting rights.

Appears in 1 contract

Sources: Voting Trust Agreement (Ruud Alan J)

Dividends. Dividends and distributions on Shares of a particular Series Portfolio may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders holders of Shares of that SeriesPortfolio, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Seriessuch Portfolio, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesPortfolio. All dividends Dividends and distributions on Shares of a particular Series Portfolio without separate Classes of Shares shall be distributed pro rata to the Shareholders holders of Shares of that Series Portfolio in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends . Dividends and distributions of investment income and capital gains with respect to each Class of on the Shares of a particular Series Portfolio having separate Classes of Shares shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations among such Classes of the expenses of the Series between the Shareholders liabilities, expenses, costs, charges and reserves of such several Classes Portfolio, and any resultant differences between the net asset value of such several Classes Classes, to such extent and for such purposes as the Trustees may deem appropriate appropriate, but dividends and further except thatdistributions on the Shares of a particular Class shall be distributed pro rata to the Shareholders of that Clear, in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends and distributions. Notwithstanding the last two preceding sentences, the Trustees may determine, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on newly-purchased Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends Dividends and distributions on the Shares of a Portfolio may be made in cash, property cash or Shares of any Class of that Series Portfolio or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lg) of this Section 6.16.2.

Appears in 1 contract

Sources: Agreement and Declaration of Trust (Afd Exchange Reserves)

Dividends. Dividends Subject as hereinafter provided the holders of the Class A Shares and distributions the holders of the Class B Shares shall be entitled to receive, and the Corporation shall pay thereon, such dividends in such amounts per share on Shares each such class of a particular Series may be paid with such frequency shares as the Trustees directors in their discretion may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and declare out of the assets belonging moneys of the Corporation properly applicable to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of dividends; the holders of the Class A Shares shall be entitled to receive in each fiscal year of the Corporation, when and as declared by the board of directors, non-cumulative dividends at the rate of one-half cent (0.5(cent)) per Class A Share, and no dividends shall be declared and paid or set aside for payment on the Class B Shares in any fiscal year unless and until dividends at the rate of one-half cent (0.5(cent)) per share for such year shall have been paid on the Class A Shares for the time being outstanding or shall have been declared and set aside for such payment; the said dividends at the rate of one-half cent (0.5(cent)) per Class A Share shall be non-cumulative whether or not earned, and if in any fiscal year the board of directors in its discretion shall not declare the said dividends or any part thereof on the Class A Shares, then the right of the holders of the Class A Shares to such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series any greater dividend for such fiscal year shall be forever extinguished; whenever in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations any fiscal year of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any Corporation a dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution dividends aggregating one-half cent (0.5(cent)) a share shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by paid or declared and set aside for payment on all the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Class A Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of outstanding, any and all further dividends declared in such dividend or distribution to that Shareholder. Any such dividend or distribution year shall be declared and paid in Shares will be paid equal amounts per share and at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1.same time on all Class A Shares and all Class B Shares at the time outstanding without preference or distinction;

Appears in 1 contract

Sources: Amalgamation Agreement (Genterra Inc)

Dividends. Dividends (a) The holders of shares of Convertible Preferred Stock shall be entitled to receive, out of funds legally available for such purpose, cash dividends at the rate of $7.00 per share per annum, and distributions on Shares no more, payable as provided herein or when and as declared by the Board of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such Directors of the income, accrued Corporation. Such dividends shall be cumulative and shall accrue from and after the date of issue whether or realized, not declared and capital gains, realized whether or unrealized, and out not there are any funds of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established Corporation legally available for the payment of such dividends. Accrued but unpaid 113 dividends or distributions, except that shall not bear interest. The Board of Directors of the dividends and distributions Corporation may fix a record date for the determination of investment income and capital gains with respect holders of Convertible Preferred Stock entitled to each Class of Shares receive payment of a particular Series dividend declared thereon, which record date shall be no more than 60 days prior to the date fixed for the payment thereof. (b) As long as any shares of Convertible Preferred Stock shall remain outstanding, in such amount as may no event shall any dividend be declared from time to time by the Trusteesor paid upon, and such dividends and distributions may vary nor shall any distribution be made upon, any Junior Capital Stock (as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except thatdefined herein), in connection with any other than a dividend or distribution program payable solely in shares of common stock of the Corporation, nor shall any shares of Junior Capital Stock be purchased or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received redeemed by the time Corporation, nor shall any moneys be paid to or times established by made available for a sinking fund for the Trustees under purchase or redemption of shares of any Junior Capital Stock, unless, in each such program or procedurecase, or that (i) full cumulative dividends or distributions on the outstanding shares of Convertible Preferred Stock shall be payable on Shares which have been tendered by declared and paid and (ii) any arrears or defaults in any redemption of shares of Convertible Preferred Stock shall have been cured. The term "Junior Capital Stock" as used herein means any shares of capital stock of the holder thereof for redemption Corporation, including the Corporation's Common Stock, par value $.03 per share (the "Common Stock"), other than shares of the Corporation's capital stock permitted to rank on a parity with or repurchase, but senior to the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or Convertible Preferred Stock pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.16 hereof.

Appears in 1 contract

Sources: Securities Purchase Agreement (Aurora Electronics Inc)

Dividends. Dividends and distributions on Shares of a particular any Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Seriesthe Fund to which such Series pertains, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesFund. All dividends and distributions on Shares of a particular any Series without separate Classes shall be distributed pro rata to the Shareholders holders of Shares of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends . Dividends and distributions of investment income and capital gains with respect to each Class of on the Shares of a particular Series Fund having separate Classes of Shares shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations among such Classes of the expenses of the Series between the Shareholders liabilities, expenses, costs, charges and reserves of such several Classes Fund, and any resultant differences between the net asset value of such several Classes Classes, to such extent and for such purposes as the Trustees may deem appropriate appropriate, but dividends and further except thatdistributions on the Shares of a particular Class shall be distributed pro rata to the Shareholders of that Class in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends and distributions. Notwithstanding the last two preceding sentences, the Trustees may determine, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on newly-issued Shares as to which the Shareholder's ’s purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends Dividends and distributions on the Shares of a Series may be made in cash, property cash or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lh) of this Section 6.16.2.

Appears in 1 contract

Sources: Agreement and Declaration of Trust (Williamsburg Investment Trust)

Dividends. Dividends and distributions on Shares of a particular any Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Seriesthe Portfolio to which such Series pertains, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesPortfolio. All dividends and distributions on Shares of a particular any Series shall be distributed pro rata to the Shareholders holders of Shares of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except thatdetermine, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on newly-issued Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends Dividends and distributions on the Shares of a Series may be made in cash, property cash or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lg) of this Section 6.16.2.

Appears in 1 contract

Sources: Agreement and Declaration of Trust (JWB Aggressive Growth Fund)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that SeriesSeries or Class, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations of the expenses of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's ’s purchase order and/or payment in the prescribed form have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1.

Appears in 1 contract

Sources: Trust Agreement (Source Capital /De/)

Dividends. Dividends (a) From and distributions on Shares after the date of this Agreement until the earlier of the Effective Time and termination of this Agreement, neither the Company nor Parent shall make, declare or set aside any dividend or other distribution to its respective stockholders without the prior written consent of the Company (in the case of Parent) or Parent (in the case of the Company); provided, however, that the written consent of the other party shall not be required for the declaration and payment of regular quarterly cash dividends by the Company or regular monthly cash dividends by Parent, in each case, in accordance with past practice at a particular Series may be paid with such frequency as rate not in excess of the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, regular cash dividend most recently declared prior to the Shareholders date of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Series, as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains this Agreement with respect to each Class of Shares the Table of Contents (i) shares of Company Common Stock (with respect to the Company) (including such shares subject to Company Restricted Stock Awards), (ii) shares of the Company Series A Preferred Stock (with respect to the Company and solely to the extent required pursuant to the terms of Company Series A Preferred Stock in effect as of the date of this Agreement) and (iii) shares of Parent Common Stock (with respect to Parent) (including such shares subject to Parent Restricted Stock Awards), subject to, in the case of subclause (i), customary increases in accordance with past practices (it being agreed that the timing of any such distributions permitted by this Section 5.9 will be coordinated so that, if either the holders of Company Common Stock or the Company Restricted Stock Awards or the holders of shares of Parent Common Stock or Parent Restricted Stock Awards receive a distribution for a particular Series period prior to the Closing Date, then the holders of shares of Parent Common Stock or Parent Restricted Stock Awards and the holders of Company Common Stock or the Company Restricted Stock Awards, respectively, shall receive a distribution for a comparable period prior to the Closing Date). (b) Notwithstanding the foregoing or anything else to the contrary in this Agreement, each of the Company and Parent, as applicable, shall be permitted to declare and pay a dividend to its common stockholders, the record date and payment date for which shall be the close of business on the last Business Day prior to the Closing Date, distributing any amounts determined by such party (in each case in consultation with the other party) to be the minimum dividend required to be distributed in order for such amount party to qualify as may be declared from time a REIT and to time by avoid to the Trusteesextent reasonably possible the incurrence of income or excise Tax (any dividend paid pursuant to this paragraph, a “REIT Dividend”). (c) If either party determines that it is necessary to declare a REIT Dividend, it shall notify the other party at least twenty (20) days prior to the Effective Time, and such dividends and distributions may vary as between such Classes other party shall be entitled to reflect differing allocations declare a dividend per share payable (i) in the case of the expenses Company, to holders of the Series between the Shareholders of such several Classes and any resultant differences between the net asset value of such several Classes to such extent and for such purposes as the Trustees may deem appropriate and further except thatCompany Common Stock or Company Restricted Stock Awards, in connection an amount per share of Company Common Stock or per Company Restricted Stock Award equal to the product of (A) the REIT Dividend declared by Parent with respect to each share of Parent Common Stock or Parent Restricted Stock Awards and (B) the Exchange Ratio and (ii) in the case of Parent, to holders of shares of Parent Common Stock or Parent Restricted Stock Awards, in an amount per share of Parent Common Stock or per Parent Restricted Stock Award equal to the quotient obtained by dividing (x) the REIT Dividend declared by the Company with respect to each share of Company Common Stock or per Company Restricted Stock Award by (y) the Exchange Ratio. The record date and payment date for any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution payable pursuant to this Section 5.9(c) shall be payable the close of business on Shares as the last Business Day prior to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1Closing Date.

Appears in 1 contract

Sources: Merger Agreement (Spirit Realty Capital, Inc.)

Dividends. Dividends and distributions on Shares of a particular Series Portfolio may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that SeriesPortfolio, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that SeriesPortfolio, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesPortfolio. All dividends and distributions on Shares of a particular Series Portfolio shall be distributed pro rata to the Shareholders of that Series Portfolio in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each the Class of A Shares and the Class B Shares, respectively, of a particular Series Portfolio shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes classes to reflect differing allocations of the expenses of the Series Portfolio between the Shareholders of such several Classes the Class A Shares and the Shareholders of the Class B Shares and any resultant differences between the net asset value of such several Classes the Class A Shares and the net asset value of the Class B Shares to such extent and for such purposes as the Trustees may deem appropriate and further except that, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property cash or Shares of any Class of that Series Portfolio or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lj) of this Section 6.16.2.

Appears in 1 contract

Sources: Agreement and Declaration of Trust (Alliance International Fund)

Dividends. Dividends and distributions on of Shares of a particular Series Fund may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders holders of Shares of that SeriesFund, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Seriessuch Fund, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesFund. All dividends Dividends and distributions on Shares of a particular Series Fund without separate Classes of Shares shall be distributed pro p rata to the Shareholders holders of Shares of that Series Fund in proportion to the number of such Shares held by such holders at at. the date and time of record established for the payment of such dividends or distributions, except that the dividends . Dividends and distributions of investment income and capital gains with respect to each Class of on the Shares of a particular Series Fund having separate Classes of Shares shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations among such Classes of the expenses of the Series between the Shareholders liabilities, expenses, costs, charges and reserve of such several Classes Fund, and any resultant differences between the net asset value of such several Classes Classes, to such extent and for such purposes as the Trustees may deem appropriate appropriate, but dividends and further except thatdistributions on the Shares of a particular Class shall be distributed pro rata to the Shareholders of that Class in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends and distributions. Notwithstanding the last two preceding sentences, the Trustees may determine, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on newly-purchased Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends Dividends and distributions on the Shares of a Fund may be made in cash, property cash or Shares of any Class of that Series Fund or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lg) of this Section 6.16.2 but without any load or sales charge.

Appears in 1 contract

Sources: Trust Agreement (Axp California Tax-Exempt Trust)

Dividends. Dividends and distributions on Shares of a particular Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such The holders of the incomethen outstanding Series A Preferred Shares shall be entitled to receive, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Seriesfunds legally available therefor, cumulative annual dividends when and as the Trustees may determine, after providing for actual and accrued liabilities of that Series. All dividends and distributions on Shares of a particular Series shall be distributed pro rata to the Shareholders of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends and distributions of investment income and capital gains with respect to each Class of Shares of a particular Series shall be in such amount as they may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations Board of Directors of the expenses Corporation at an annual rate per share equal to five percent (5.0%) of the original purchase price of $10,000 that is deemed to have been paid for each of the 100 shares of the Series between A Preferred Shares (which amount shall be subject to adjustment whenever there shall occur a stock split, combination, reclassification or other similar event involving the Shareholders Series A Preferred Shares). The Board of Directors shall declare and cause to be paid such several Classes dividends if and to the extent that there are legally available funds therefor. Such dividends shall be deemed to accrue on the Series A Preferred Shares on each anniversary date of initial issuance thereof and be cumulative, whether or not earned or declared and whether or not there are profits, surplus or other funds of the Corporation legally available for the payment of dividends. If such cumulative dividends in respect of any resultant differences between prior or current annual dividend period shall not have been declared and paid or if there shall not have been a sum sufficient for the net asset value of such several Classes to such extent and for such purposes as payment thereof set apart, the Trustees may deem appropriate and further except that, in connection with deficiency shall first be fully paid before any dividend or distribution program or procedure, the Trustees may determine that no dividend or other distribution shall be payable paid or declared and set apart with respect to any class of the Corporation's capital stock, now or hereafter outstanding. Upon conversion or redemption of the Series A Preferred Shares under Section 5 hereof, all accumulated and unpaid dividends on Shares as the Series A Preferred Shares, whether or not declared, since the date of issue up to which and including the Shareholder's purchase order and/or payment have not been received by date of conversion thereof (including a pro-rata portion of dividends for the time or times established by period if any elapsed since the Trustees under such program or procedure, or that dividends or distributions most recent anniversary date of initial issuance) shall be payable declared and paid; provided, however, that if funds therefor are not legally available upon conversion, then the Corporation shall issue additional common shares on Shares which have been tendered by the holder thereof for redemption or repurchasedate of conversion thereof, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends and distributions may be made in cash, property or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect valued at the time for price to public in the election by each Shareholder of Qualified Public Offering that causes the mode of the making of such dividend or distribution conversion to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (l) of this Section 6.1occur.

Appears in 1 contract

Sources: Asset Purchase Agreement (Top Source Technologies Inc)

Dividends. Dividends and distributions on of Shares of a particular Series Fund may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders holders of Shares of that SeriesFund, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Seriessuch Fund, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesFund. All dividends Dividends and distributions on Shares of a particular Series Fund without separate Classes of Shares shall be distributed pro rata to the Shareholders holders of Shares of that Series Fund in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends . Dividends and distributions of investment income and capital gains with respect to each Class of on the Shares of a particular Series Fund having separate Classes of Shares shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations among such Classes of the expenses of the Series between the Shareholders liabilities, expenses, costs, charges and reserve of such several Classes Fund, and any resultant differences between the net asset value of such several Classes Classes, to such extent and for such purposes as the Trustees may deem appropriate appropriate, but dividends and further except thatdistributions on the shares of a particular Class shall be distributed pro rata to the Shareholders of that Class in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends and distributions. Notwithstanding the last two preceding sentences, the Trustees may determine, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on newly-purchased Shares as to which the Shareholder's purchase order and/or payment have not been received by the time or times established by the Trustees under such program or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends Dividends and distributions on the Shares of a Fund may be made in cash, property cash or Shares of any Class of that Series Fund or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lq) of this Section 6.16.2 but without any load or sales charge.

Appears in 1 contract

Sources: Trust Agreement (Axp Special Tax-Exempt Series Trust)

Dividends. Dividends and distributions on Shares of a particular any Series may be paid with such frequency as the Trustees may determine, which may be daily or otherwise pursuant to a standing resolution or resolutions adopted only once or with such frequency as the Trustees may determine, to the Shareholders of that Series, from such of the income, accrued or realized, and capital gains, realized or unrealized, and out of the assets belonging to that Seriesthe Portfolio to which such Series pertains, as the Trustees may determine, after providing for actual and accrued liabilities of that SeriesPortfolio. All dividends and distributions on Shares of a particular any Series without separate Classes shall be distributed pro rata to the Shareholders holders of Shares of that Series in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends or distributions, except that the dividends . Dividends and distributions of investment income and capital gains with respect to each Class of on the Shares of a particular Series Portfolio having separate Classes of Shares shall be in such amount as may be declared from time to time by the Trustees, and such dividends and distributions may vary as between such Classes to reflect differing allocations among such Classes of the expenses of the Series between the Shareholders liabilities, expenses, costs, charges and reserves of such several Classes Portfolio, and any resultant differences between the net asset value of such several Classes Classes, to such extent and for such purposes as the Trustees may deem appropriate appropriate, but dividends and further except thatdistributions on the Shares of a particular Class shall be distributed pro rata to the Shareholders of that Class in proportion to the number of such Shares held by such holders at the date and time of record established for the payment of such dividends and distributions. Notwithstanding the last two preceding sentences, the Trustees may determine, in connection with any dividend or distribution program or procedure, the Trustees may determine that no dividend or distribution shall be payable on newly-issued Shares as to which the Shareholder's ’s purchase order and/or payment have not been received by the time or times established by the Trustees under such program program, or procedure, or that dividends or distributions shall be payable on Shares which have been tendered by the holder thereof for redemption or repurchase, but the redemption or repurchase proceeds of which have not yet been paid to such Shareholder. Such dividends Dividends and distributions on the Shares of a Series may be made in cash, property cash or Shares of any Class of that Series or a combination thereof as determined by the Trustees, or pursuant to any program that the Trustees may have in effect at the time for the election by each Shareholder of the mode of the making of such dividend or distribution to that Shareholder. Any such dividend or distribution paid in Shares will be paid at the net asset value thereof as determined in accordance with subsection (lg) of this Section 6.16.2.

Appears in 1 contract

Sources: Agreement and Declaration of Trust (Alger Institutional Funds)