Regular Dividends. In addition to participation in cash dividends on, or distributions to, Common Stock as set forth in Section 4(b), and subject to Section 4(d), commencing on the Issue Date, dividends on Series A-2 Preferred Stock shall accrue daily and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (each, a “Dividend Payment Date”) or, if any such day is not a Business Day, the preceding Business Day. Dividends payable pursuant to this Section 4(c), if, when and as declared by the Board of Directors, will be, for each outstanding share of Series A-2 Preferred Stock, payable, subject to Section 4(d), in cash as follows:
Regular Dividends. After the date of this Agreement, each of Parent and the Company shall coordinate with the other the declaration of any dividends in respect of Parent Common Stock and Company Common Stock and the record dates and payment dates relating thereto, it being the intention of the Parties hereto that holders of Company Common Stock shall not receive two dividends, or fail to receive one dividend, in any quarter with respect to their shares of Company Common Stock and any shares of Parent Common Stock any such holder receives in exchange therefor in the Merger. 42
Regular Dividends. CFSB 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 other than the regular 10 percent stock dividend on dates corresponding to the historical declaration and payment dates and regular quarterly cash dividends per share on CFSB Common Stock payable on the regular historical payment dates, all in a manner consistent with CFSB's past dividend practice. Old Kent and CFSB agree that they will cooperate to assure that, during any calendar quarter, there shall not be a duplica- tion of payment of dividends to stockholders of CFSB. 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 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. If the customary payment date for the next regular cash dividend payable after the Effective Time of Old Kent Common Stock as the Surviving Corporation which is eligible to be received by the former holders of CFSB Common Stock is more than 90 days after the payment date of the last regular cash dividend paid or to be paid on CFSB Common Stock prior to the Effective Time (such number of days over 90 days being the "DIVIDEND LAG PERIOD"), then CFSB may declare and set aside immediately prior to the Effective Time, and may pay at a date it may select in its discretion, a "SPECIAL PRO-RATA DIVIDEND" pursuant to this Section. Any such Special Pro-rata Dividend shall be payable in cash, and shall not exceed an amount per share that is the product of (i) the amount of the dividend permitted to be paid by CFSB pursuant to this Section 5.5, multi- plied by (ii) a fraction, the numerator of which is the Dividend Lag Period and the denominator of which is 90 days.
Regular Dividends. Grand Premier 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 Grand Premier Capital Stock other than (a) regular quarterly cash dividends on Grand Premier Common Stock in an amount not to exceed $0.09 per share per quarter payable on the regular historical payment dates, and (b) dividends on Grand Premier Preferred Stock required to be paid when and as provided by Grand Premier's amended and restated certificate of incorporation; all in a manner consistent with Grand Premier's past dividend practice. Old Kent and Grand Premier agree that they will cooperate to assure that, during any calendar quarter, there shall not be a duplication of payment of dividends to the holders of Grand Premier Common Stock. Notwithstanding the preceding sentences, if and to the extent that the payment of a dividend in the manner provided in this Section would, in Old Kent's reasonable judgment, present a significant risk that under GAAP or the rules, regulations, or interpretations of the SEC or its staff, the Merger would not qualify for pooling-of-interests 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.
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Regular Dividends. Keystone 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 Keystone Common Stock other than regular annual cash dividends on Keystone Common Stock in an amount not to exceed an annual rate of $0.40 per share in 2005, payable on or before August 1, 2005, and in a manner consistent with Keystone’ s past dividend practice; provided, however, that no dividend will be paid if the Bank is not well capitalized or if the payment of such dividend would cause the Bank not to be well capitalized.
Regular Dividends. In addition to any Participating Dividends (as described below) to which holders of Series C Preferred Stock may be entitled, the holders of the outstanding shares of Series C Preferred Stock shall be entitled to receive, for each share of Series C Preferred Stock, cumulative quarterly dividends at the quarterly rate that shall initially be 2.0% (the “Initial Dividend Rate”) of the sum of (A) the Stated Value plus (B) all accrued and unpaid Regular Dividends on such share of Series C Preferred Stock as of the first day of the applicable Dividend Period, in each case as adjusted for any stock dividends, splits, combinations and similar events (the “Regular Dividends”). Regular Dividends are payable in additional shares of Series C Preferred Stock. Regular Dividends will accrue on a daily basis and are payable quarterly in arrears on the last day of each of March, June, September and December (each such day, a “Regular Dividend Payment Date”), or, if such date is not a business day, the succeeding business day. The first “Dividend Period” begins on, and includes, January 1, 2017 and ends on, and includes the next succeeding Regular Dividend Payment Date, and each subsequent Dividend Period begins on, and includes, the day after a Regular Dividend Payment Date and ends on, and includes, the next succeeding Regular Dividend Payment Date. The Initial Dividend Rate will increase by 2.0% on each Regular Dividend Payment Date during the Dividend Period (e.g., to 4.0% on March 31, 2017, etc.) for so long as the Series C Preferred Stock remains outstanding. The amount of Regular Dividends payable for the initial dividend period, or any other dividend period shorter or longer than a full quarterly dividend period, will be computed on the basis of a quarter consisting of three 30-day months. Regular Dividends will be paid to the holders of record of Series C Preferred Stock as they appear in the records of the Corporation at the close of business on the 15th day of the calendar month in which the applicable Regular Dividend Payment Date falls or on such other date designated by the Board of Directors for the payment of Regular Dividends that is not more than sixty (60) days or less than ten (10) days prior to such Regular Dividend Payment Date. Any payment of a Regular Dividend will first be credited against the earliest accumulated but unpaid Regular Dividend due with respect to such share that remains payable.
Regular Dividends. Notwithstanding the provisions of Section 5.1, the parties agree that each of Omnicom and Publicis shall be permitted to, between the date hereof and the Closing Date, continue to declare, set aside and pay (x) in the case of Omnicom, regular quarterly dividends in the ordinary and usual course of business consistent with past practice and (y) in the case of Publicis, regular annual dividends in the ordinary and usual course of business consistent with past practice; provided, that, notwithstanding anything to the contrary contained herein, (1) no such dividend shall be paid or payable, or declared in a manner contemplated to be paid or payable, on or after the Measurement Date and (2) each of the first two regular quarterly dividends paid by Omnicom following the execution of this Agreement shall not exceed $0.40 per share per dividend.
Regular Dividends. Pinnacle 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 other than regular quarterly cash dividends in an amount not to exceed $0.25 per share per quarter of Pinnacle Common Stock payable on the regular historical payment dates, all in a manner consistent with Pinnacle's past dividend practice. Old Kent and Pinnacle agree that they will cooperate to assure that, during any calendar quarter, there shall not be a duplication of payment of dividends to shareholders of Pinnacle. Notwithstanding the preceding sentences, if and to the extent that the payment of a dividend in the manner provided in this Section would, in Old Kent's reasonable judgment, present a significant risk that under GAAP or the rules, regulations, or interpretations of the SEC or its staff, the Merger would not qualify for pooling-of-interests 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.
Regular Dividends. Home 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; other than regular quarterly cash dividends in an amount not to exceed, in the aggregate, the lesser of (i) two times Home's net income in the immediately preceding quarter and (ii) $.10 per share per quarter. Such dividends shall be paid on the regular historical payment dates. Old Kent and Home agree that they will cooperate to assure that the then-former shareholders of Home shall not receive two dividends, or fail to receive one dividend (if otherwise permitted by this Section), for any calendar quarter with respect to their Home Common Stock and/or Old Kent Common Stock that any such holder receives in exchange for its Home Common Stock.
