Pre-Closing Dividends. The Pre-Closing Dividend Amount shall be not less than the Minimum Pre-Closing Dividend Amount or greater than the Specified Pre-Closing Dividend Amount.
Pre-Closing Dividends. (a) From and after the date of this Agreement and until the earlier of the termination of this Agreement and the Effective Time, the Company shall not make any dividend or distribution to its stockholders, and the Company OP shall not make any dividend or distribution to its partners, in each case without the prior written consent of Parent in its sole discretion; provided, however, that the written consent of Parent shall not be required for the authorization and payment of (i) distributions required for the Company to maintain its status as a REIT under the Code, (ii) quarterly distributions of up to $0.095 per share of Company Common Stock to the holders thereof for the quarter ending June 30, 2015 and for each quarter thereafter ending prior to the Effective Time and for each partial quarter ending on the Effective Time; provided, however, that the record date of any such dividend must be on or before the date which is ten (10) days prior to the Closing Date, and (iii) a distribution per Company OP Unit in the same amount as a dividend per share of Company Common Stock permitted pursuant to clauses (i) or (ii) above, with the same record and payment dates as such dividends on shares of Company Common Stock. In the event that a distribution with respect to shares of Company Common Stock permitted by this Section 6.13 has (x) a record date prior to the Effective Time and (y) has not been paid as of the Effective Time, the holders of shares of Company Common Stock shall be entitled to receive such distribution at the time such shares are exchanged pursuant to Article II of this Agreement.
Pre-Closing Dividends. (a) The Company Board may, prior to the Closing but not earlier than the 15th day prior to the anticipated Closing Date, declare and cause the Company to pay a cash dividend (the “Pre-Closing Dividend”) to the holders of Company Common Stock in an amount per share of Company Common Stock determined as follows (the “Per Share Pre-Closing Dividend”):
Pre-Closing Dividends. From time to time between the date of this Agreement and the Closing Date, Seller shall use reasonable best efforts to cause GALIC to declare and pay ordinary cash dividends in such amounts as are equal to Seller’s good faith estimate at such time of the excess of the aggregate amount of stockholders’ equity of the Acquired Companies on a consolidated basis as expected at Closing over the Target Closing Stockholders’ Equity; it being understood and agreed that nothing in this Section 7.12 shall require Seller to cause GALIC to, or require GALIC to, declare or pay any dividend that is contrary to applicable Law.
Pre-Closing Dividends. Between the date hereof and the --------------------- Closing, the Company shall not pay dividends to Seller other than as is expressly contemplated by this Agreement or an Ancillary Agreement.
Pre-Closing Dividends. Prior to Closing, the Seller shall procure that the Company shall distribute and pay dividends in respect of the results of the financial year ended 31 December 2002 and exceptional or interim dividends, as described in Schedule 5.3.
Pre-Closing Dividends. (a) Immediately prior to the Closing, the Bank shall declare and pay a cash dividend to the Company of $30,000,000 less an adjustment for the amount, if any, by which the aggregate contract termination charges incurred by the Bank in connection with the Merger as set forth on Section 2.2 of the Seller Disclosure Schedules exceed $4,000,000, with the difference net of a 21% federal income tax effect (the “Bank Special Dividend”). Sellers shall prepare and deliver to Buyer, for Buyer’s review and approval a good faith estimate of the aggregate charges incurred by the Bank in connection with the Merger as set forth on Section 2.2 of the Seller Disclosure Schedules. Such good faith estimate shall be provided not less than fifteen (15) Business Days prior to the proposed Closing Date, or if Buyer establishes a proposed Closing Date less than fifteen (15) Business Days prior to proposed Closing Date, within two (2) Business Days following notification by Buyer of the Closing Date. If Buyer notifies Sellers in writing of its disagreement with any such good faith estimates, then Buyer and Sellers shall make good faith efforts to resolve such disagreements within five (5) Business Days of such notification. If any such items remain in dispute, such items (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement of the Parties, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The cost of engaging any such accounting firm shall be payable 50% by Sellers and 50% by Buyer.
Pre-Closing Dividends. Other than Section 4.5(e), nothing set forth in this Agreement (including Section 6.1) shall interfere with, delay, or prevent the dividend, distribution or making of loans from time to time of any cash on hand among the Sellers, any Company, any Subsidiary or any of their respective Affiliates prior to the close of business on the day before the Closing Date; provided, that any such dividends or distributions made in respect of equity interests by a Transferred Company or Subsidiary are paid at the same time to the applicable equityholders on a pro rata basis in accordance with their respective equity interests.
Pre-Closing Dividends. From time to time between the date of this Agreement and the Closing Date, XXXX Seller shall use reasonable best efforts to cause the Company to declare and pay ordinary cash dividends in such amounts as are equal to XXXX Seller’s good faith estimate at such time of the excess of the Company’s statutory capital and surplus as expected at Closing over the Reference Statutory Value; it being understood and agreed that nothing in this Section 5.26 shall require XXXX Seller to use efforts, or to cause or require the Company to, declare or pay any dividend that is contrary to Applicable Law, is reasonably determined by the members Board of Directors of XXXX Seller to be inconsistent with their fiduciary duties under Applicable Law, not permitted under applicable accounting practices or is otherwise reasonably determined by XXXX Seller or the Company, as applicable, to have a material and adverse effect on XXXX Seller, the Company, the Company Business or the likelihood of the transactions contemplated by this Agreement being consummated in a timely manner.
Pre-Closing Dividends. If the Corporation is assessed or reassessed by a Governmental Authority under Parts III or III.1 of the Tax Act (or under an equivalent provision in the Tax legislation of any other jurisdiction) in respect of any deemed dividend or declared dividend prior to the Closing Date, or any such assessment or reassessment is so threatened, and if the Purchaser so requests, each of the Seller Parties agrees to execute (or to cause any recipient of such dividend to execute) elections pursuant to subsections 184(3) or 185.1(2) of the Tax Act (or under an equivalent provision in the Tax legislation of any other jurisdiction) as may be proposed by the Purchaser in its sole discretion, acting reasonably.
