Dividend Shares. Provided this Agreement has not otherwise been terminated or any of Grantee's rights to receive Shares have not been forfeited, Grantee shall be entitled to receive dividend equivalent accruals on the Shares for any cash dividends declared before any Shares are paid under this Agreement. At the end of the Performance Period or at any other time Grantee becomes entitled to receive the payment of Shares hereunder, Grantee shall receive an additional number of Shares ("Dividend Shares") determined as follows: (1) as of each date (the "Dividend Payment Date") that the Company would otherwise pay a declared cash dividend on the total number of Shares set forth in Section 1 if such Shares were outstanding, the Company will credit a number of Dividend Shares to a notional account established for the benefit of Grantee. The number of Dividend Shares so credited will be calculated by dividing the amount of such hypothetical cash dividend payment by the Fair Market Value of the Company's common stock on the Dividend Payment Date (rounded down to the nearest whole Dividend Share); and (2) on the date some or all of the Shares are paid under this Agreement, the total number of Dividend Shares credited to Xxxxxxx's notional account will be converted into an equivalent number of Shares and paid to Grantee.
Dividend Shares. If a dividend is paid on Shares during the period commencing on the Grant Date and ending on the date on which the Shares underlying the PSUs are distributed to the Participant pursuant to Section 3(e), the Participant shall be eligible to receive an amount equal to the dividend that the Participant would have received had the Shares underlying the PSUs been distributed to the Participant as of the time at which such dividend is paid; provided, however, that no such amount shall be payable with respect to any PSUs that are forfeited. Such amount shall be paid to the Participant on the date on which the Shares underlying the PSUs are distributed to the Participant in the same form (cash, Shares or other property) in which such dividend is paid to holders of Shares generally. Any Shares that the Participant is eligible to receive pursuant to this Section 3(b) are referred to herein as “Dividend Shares.”
Dividend Shares. Simultaneously with the Closing, the Company shall issue to each Carlyle entity the number of Dividend Shares set forth opposite the name of each Carlyle entity on Exhibit B attached hereto in payment of accrued and unpaid dividends on the shares of Series B Stock held by each of them to and including the date of this Agreement. At Closing, the Company will deliver to Carlyle evidence reasonably satisfactory to Carlyle that certificates representing the number of Dividend Shares issued to each Carlyle entity will be delivered to each Carlyle entity no later than two Business Days following the Closing Date. The Company covenants that the Dividend Shares when issued will be duly authorized, validly issued, fully paid and non-assessable and will be free and clear of all liens, security interests, pledges, hypothecation and other encumbrances.
Dividend Shares. If issued, all Dividend Shares will be duly authorized by the Company and, when issued and delivered to the Investor against full payment for the Dividend Shares in accordance with the terms of this Agreement and registered with the Transfer Agent, the Dividend Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company Organizational Documents or under the DGCL.
Dividend Shares. Any cash dividends received in respect of your Shares acquired under this Agreement whilst they are held in your online account will be automatically applied in full in buying additional Shares (and/or fractions thereof) on your behalf (“Dividend Shares”) unless: o the reinvestment of dividends is not permitted by law in which case, unless Micro Focus in its absolute discretion determines that any dividends received shall be paid to you in cash, in line with section 9 below it is your sole responsibility to ensure that your Shares are removed from your SPA prior to payment of any dividends in order 2 Under rule 11.4 of the ESPP rules, the Committee may determine that your right to acquire Shares will instead be actioned automatically at the end of the normal Offer Period (i.e. you will not be able to acquire Shares early). If the Committee exercises this discretion, you will be notified at the time. to avoid such automatic reinvestment and allow for any required repatriation of dividend payments in line with local laws and regulations; or o Micro Focus in its absolute discretion determines otherwise, in which case any dividends received shall be paid to you in cash. • Your Dividend Shares will be held in the online account until you ask for them to be sold or transferred to you or your nominee.
Dividend Shares. On a date which shall be not less than one (1) day prior to the Effective Date of the Merger, the board of directors of AUGI shall set a record date (the "Dividend Record Date") and resolve that a dividend of an aggregate of 232,500 Dividend Shares be made to all holders of record of AUGI Common Shares as at such Dividend Record Date, which Dividend Record Date shall be set as soon thereafter as feasible. The rights, preferences and privileges of the Dividend Shares, including the terms upon which such Dividend Shares are convertible into Common Shares are set forth in the form of Certificate of Designations for the Series B-3 Preferred Shares, constituting the Dividend Shares, and annexed hereto as Exhibit C and made a part hereof (the "Certificate - Dividend Shares"). The holders of securities of Lifetime (including the Lifetime Stockholders) shall not be entitled to receive any of the 232,500 Dividend Shares.
Dividend Shares. The board of directors of AUGI shall have declared a dividend of the Dividend Shares to all record holders of AUGI Common Shares as at the Dividend Record Date, and the Certificate - Dividend Shares shall have been filed with the Secretary of State of the State of Delaware.
Dividend Shares. 15 Section 5.05
Dividend Shares. Any dividends accrued on the Preferred Stock after January 15, 2006 and on or before January 14, 2009 shall when declared be payable, at the option of the Company, either in cash at the Dividend Rate per share of Preferred Stock on the stated value of $100, or by issuing Dividend Shares having an aggregate stated value equal to the Dividend Rate per share of Preferred Stock on the stated value of $100.
Dividend Shares. Holders of the Series A Preferred Stock are entitled to receive, when, as and if declared by the Board of Directors, out of the funds of the Company legally available therefor, an annual dividend of $1.60 per share for the year ended November 9, 1996, and $2.00 per share for the year ended November 9, 1997, which may be paid in shares of Common Stock. The number of shares to be issued will be based upon the then current market price of the Common Stock. BLUE SKY REGISTRATIONS/QUALIFICATIONS The filing of a Form M-11 with the Department of Law of the State of New York. SCHEDULE 3.4 CONFLICTS The consent of the holders of the Series A Preferred Stock is required to authorize, create and issue the Series B Preferred Stock. The waiver of certain holders of capital stock of the Company of certain registration rights of such holders under an Amended and Restated Registration Rights Agreement, dated February 26, 1992, by and among the Company and such holders (the "Prior Registration Rights Agreement") and certain amendments to the Prior Registration Rights Agreement are required to avoid a conflict resulting from the Company's execution and delivery of the Registration Rights Agreement. The waiver of Medtronic, Inc. of certain registration rights it has under an Investment Agreement dated March 3, 1994, between the Company and Medtronic, Inc. and certain amendments to such Investment Agreement are required to avoid a conflict resulting from the Company's execution and delivery of the Registration Rights Agreement.
