FIRST EVERGREEN DIVIDENDS Clause Samples

FIRST EVERGREEN DIVIDENDS. First Evergreen shall not declare, set aside, pay or make any dividend or other distribution or payment (whether in cash, stock, or property) with respect to, or purchase or redeem, any shares of the capital stock of any of them other than a single cash dividend in an amount not to exceed First Evergreen's current dividend rate, $20 per share, multiplied by the number of full calendar months of 1998 completed or any partial calendar month consisting of at least 20 days in 1998, prior to the Effective Time, divided by 12, payable in a manner consistent with First Evergreen's past dividend practice in a single payment on or about the date of Closing, or if the Closing is not held in 1998, upon the completion of the year. Old Kent and First Evergreen agree that they will cooperate to assure that, during any month, there shall not be a duplication of payment of dividends to stockholders of First Evergreen. Notwithstanding the above, if and to the extent that the payment of a dividend in the manner provided in this Section would, under GAAP or the rules, regulations, or interpretations of the SEC or its staff, disqualify the Merger for pooling-of-interests for accounting treatment, that dividend shall not be paid, but an equitable adjustment shall be made to the Exchange Ratio for the amount of the dividend not paid.