Common use of Dividend Rate Clause in Contracts

Dividend Rate. During the period beginning on the date of issuance of such shares of Series D Preferred Stock and ending on the Series E Closing Date, the holders of shares of Series D Preferred Stock shall accrue dividends at an annual rate equal to eight percent (8%) of the Series D Accreted Value, calculated on the basis of a 360-day year, consisting of twelve 30-day months, and shall accrue on a daily basis from the date of issuance of such shares of Series D Preferred Stock until the Series E Closing Date, whether or not the Corporation has earnings or profits, whether or not there are funds legally available for the payment of dividends and whether or not declared by the Board of Directors. During the period beginning on the date of issuance thereof and ending on the Series E Closing Date, such accrued and unpaid dividends shall compound to the Series D Accreted Value on a semi-annual basis on December 31st and June 30th of each year (each such date, the “Series D Accrual Date”) whether or not declared by the Board of Directors. Following the Series E Closing Date, the holders of shares of Series D Preferred Stock shall accrue, out of funds legally available therefor, dividends at an annual rate equal to five and three-fourths percent (5 3/4%) of the Price Per Share with respect to each share of Series D Preferred Stock, calculated on the basis of a 360-day year, consisting of twelve 30-day months, and shall accrue on a daily basis from the Series E Closing Date, whether or not the Corporation has earnings or profits, whether or not there are funds legally available for the payment of dividends and whether or not declared by the Board of Directors. Such dividends shall not be paid in cash and shall instead be added to the Series D Accreted Value on the Series D Accrual Date. In addition, if the Corporation declares and pays any dividends on the Common Stock, then, in that event, the holders of shares of Series D Preferred Stock shall be entitled to share in such dividends on a pro rata basis, as if their shares had been converted into shares of Common Stock pursuant to Section 7(a) of this Article V.B below immediately prior to the record date for determining the stockholders of the Corporation eligible to receive such dividends.

Appears in 2 contracts

Samples: Shareholders Agreement (General Atlantic LLC), Agreement and Plan of Merger (Critical Path Inc)

AutoNDA by SimpleDocs

Dividend Rate. During 7.625% of the period liquidation preference per annum (equal to $1.90625 per share) Dividend Payment Dates: March 31, June 30, September 30 and December 31 of each year, beginning December 31, 2002 Conversion Provisions: None Other Terms: Generally, the Shares have no voting rights. Whenever dividends payable on the date of issuance of Shares are in arrears (whether or not such shares of Series D Preferred Stock and ending on the Series E Closing Datedividends have been earned or declared) in an aggregate amount equivalent to dividends for six full dividend periods (whether or not consecutive), the holders of shares of Series D Preferred Stock shall accrue dividends at an annual rate equal to eight percent (8%) Shares, voting as a single class with all other series of the Series D Accreted Valuepreference ordinary shares that are also in arrears and have such a right, calculated on will have the basis of a 360-day year, consisting of twelve 30-day months, and shall accrue on a daily basis from right to elect two persons who will then be appointed as additional directors to the date of issuance of such shares of Series D Preferred Stock until the Series E Closing Date, whether or not the Corporation has earnings or profits, whether or not there are funds legally available for the payment of dividends and whether or not declared by the Company's Board of Directors. During the period beginning Whenever all arrearages in dividends on the date Shares have been paid in full, then the right of issuance thereof and ending on holders of the Series E Closing Date, such accrued and unpaid dividends shall compound Shares to be represented by directors will cease (but subject always to the Series D Accreted Value on same provision for the vesting of such rights in the case of any future arrearages in an amount equivalent to dividends for six full dividend periods). Without the sanction of a semi-annual basis on December 31st and June 30th of each year (each such date, the “Series D Accrual Date”) whether or not declared special resolution passed by the Board of Directors. Following the Series E Closing Date, the holders of shares of Series D Preferred Stock shall accruethe Shares, out of funds legally available therefor, dividends at an annual rate equal the Company may not take any action which would vary the rights attached to five and three-fourths percent (5 3/4%) of the Price Per Share with respect to each share of Series D Preferred Stock, calculated Shares unless the Shares have been previously redeemed or called for redemption. Payments on the basis Shares shall be made free and clear of a 360-day yearand without deduction or withholding for or on account of any present or future taxes, consisting assessments or other governmental charges imposed by any jurisdiction, political subdivision or taxing authority described in the second paragraph under "Redemption Provisions", unless the deduction or withholding of twelve 30-day monthssuch taxes, and shall accrue on a daily basis from assessments or other governmental charges is required by law, regulations or rulings or the Series E Closing Dateapplication or official interpretation of such law, whether regulations or not the Corporation has earnings or profits, whether or not there are funds legally available for the payment of dividends and whether or not declared by the Board of Directors. Such dividends shall not be paid in cash and shall instead be added to the Series D Accreted Value on the Series D Accrual Daterulings. In addition, if the Corporation declares and pays any dividends on the Common Stock, then, in that event, the Company shall pay or cause to be paid additional amounts to the registered holders of shares the Shares as additional dividends to make up for any deduction or withholding for any present or future taxes, assessments or other governmental charges imposed by any jurisdiction, political subdivision or taxing authority described in the second paragraph under "Redemption Provisions" in respect of Series D Preferred Stock any amounts that the Company or a successor company must pay with respect to the Shares, so that the net amounts paid to the holders of the Shares, after that deduction or withholding, shall equal the respective amounts that would have been receivable by such holders had no such withholding or deduction been required. However, the Company shall not be entitled obligated to share pay additional amounts to any holder in such dividends on a pro rata basislimited circumstances, as if their shares had been converted into shares of Common Stock pursuant to Section 7(a) of this Article V.B below immediately prior to more fully described under the record date for determining the stockholders caption "Description of the Corporation eligible to receive such dividendsSeries B Preference Shares - Additional Amounts" in the Prospectus Supplement.

Appears in 1 contract

Samples: Pricing Agreement (Xl Capital LTD)

AutoNDA by SimpleDocs

Dividend Rate. During 8.00% of the period liquidation preference per annum (equal to $2.00 per share) Dividend Payment Dates: March 31, June 30, September 30 and December 31 of each year, beginning December 31, 2002 Conversion Provisions: None Other Terms: Generally, the Shares have no voting rights. Whenever dividends payable on the date of issuance of Shares are in arrears (whether or not such shares of Series D Preferred Stock and ending on the Series E Closing Datedividends have been earned or declared) in an aggregate amount equivalent to dividends for six full dividend periods (whether or not consecutive), the holders of shares of Series D Preferred Stock shall accrue dividends at an annual rate equal to eight percent (8%) Shares, voting as a single class with all other series of the Series D Accreted Valuepreference ordinary shares, calculated on will have the basis of a 360-day year, consisting of twelve 30-day months, and shall accrue on a daily basis from right to elect two persons who will then be appointed as additional directors to the date of issuance of such shares of Series D Preferred Stock until the Series E Closing Date, whether or not the Corporation has earnings or profits, whether or not there are funds legally available for the payment of dividends and whether or not declared by the Company's Board of Directors. During the period beginning Whenever all arrearages in dividends on the date Shares have been paid in full, then the right of issuance thereof and ending on holders of the Series E Closing Date, such accrued and unpaid dividends shall compound Shares to be represented by directors will cease (but subject always to the Series D Accreted Value on same provision for the vesting of such rights in the case of any future arrearages in an amount equivalent to dividends for six full dividend periods). Without the sanction of a semi-annual basis on December 31st and June 30th of each year (each such date, the “Series D Accrual Date”) whether or not declared special resolution passed by the Board of Directors. Following the Series E Closing Date, the holders of shares of Series D Preferred Stock shall accruethe Shares, out of funds legally available therefor, dividends at an annual rate equal the Company may not take any action which would vary the rights attached to five and three-fourths percent (5 3/4%) of the Price Per Share with respect to each share of Series D Preferred Stock, calculated Shares unless the Shares have been previously redeemed or called for redemption. Payments on the basis Shares shall be made free and clear of a 360-day yearand without deduction or withholding for or on account of any present or future taxes, consisting assessments or other governmental charges imposed by any jurisdiction, political subdivision or taxing authority described in the second paragraph under "Redemption Provisions", unless the deduction or withholding of twelve 30-day monthssuch taxes, and shall accrue on a daily basis from assessments or other governmental charges is required by law, regulations or rulings or the Series E Closing Dateapplication or official interpretation of such law, whether regulations or not the Corporation has earnings or profits, whether or not there are funds legally available for the payment of dividends and whether or not declared by the Board of Directors. Such dividends shall not be paid in cash and shall instead be added to the Series D Accreted Value on the Series D Accrual Daterulings. In addition, if the Corporation declares and pays any dividends on the Common Stock, then, in that event, the Company shall pay or cause to be paid additional amounts to the registered holders of shares the Shares as additional dividends to make up for any deduction or withholding for any present or future taxes, assessments or other governmental charges imposed by any jurisdiction, political subdivision or taxing authority described in the second paragraph under "Redemption Provisions" in respect of Series D Preferred Stock any amounts that the Company or a successor company must pay with respect to the Shares, so that the net amounts paid to the holders of the Shares, after that deduction or withholding, shall equal the respective amounts that would have been receivable by such holders had no such withholding or deduction been required. However, the Company shall not be entitled obligated to share pay additional amounts to any holder in such dividends on a pro rata basislimited circumstances, as if their shares had been converted into shares of Common Stock pursuant to Section 7(a) of this Article V.B below immediately prior to more fully described under the record date for determining the stockholders caption "Description of the Corporation eligible to receive such dividendsSeries A Preference Shares - Additional Amounts" in the Prospectus Supplement.

Appears in 1 contract

Samples: Pricing Agreement (Xl Capital LTD)

Time is Money Join Law Insider Premium to draft better contracts faster.