Dividend Event Sample Clauses

Dividend Event. The Company shall not pay any dividend or make any distribution on account of any of the Company’s Equity Interests unless either (a) the Total Gross Leverage Ratio of the Company for the most recent four Fiscal Quarter period for which financial statements are available is less than 1.50 to 1.00 on a pro forma basis after giving effect to such dividend or distribution or (b) the Company shall have complied with the requirements of Article 14 with respect to the applicable Dividend Repurchase Event and, in such case, may only pay the dividend or make the distribution following the Repurchase Event Repurchase Date for such Dividend Repurchase Event in an amount up to the amount of the proposed dividend or distribution for such Dividend Repurchase Event.
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Dividend Event. (a) If any cash dividend payable to holders of the Common Stock is declared for which the aggregate cash dividends per share having an ex-dividend date during the period from and including any Dividend Reference Date to but excluding the subsequent Dividend Reference Date exceeds the Maximum Dividends Amount set forth opposite the first date of such period, as defined by the following schedule, a Dividend Event shall be deemed to have occurred. Dividend Reference Date Maximum Dividends Amount November 24, 2004 $0.5625 February 24, 2005 $0.5625 May 24, 2005 $0.5625 August 24, 2005
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Dividend Event. If (i) 100% of the aggregate gross cash dividends per share of Common Stock (including any cash extraordinary dividends) declared by the Company and for which the ex-dates are scheduled to occur during any calendar quarter in the Pricing Period exceeds the relevant Expected Dividend Amount or (ii) an ex-date occurs for any ordinary cash dividend prior to the Scheduled Ex-Date therefor, a Dividend Event shall be deemed to have occurred. The Company shall notify Dealer within one scheduled Trading Day of the occurrence of each Dividend Event.
Sample 1
Dividend Event. If at any time during the period from and including the Effective Date to but excluding the Expiration Date a Dividend Event occurs, then the Calculation Agent will adjust the Cap Price to preserve the fair value of the Options to Dealer after taking into account such Dividend Event. “Dividend Event” shall mean (i) an ex-dividend date for a regular quarterly cash dividend occurs with respect to the Shares (an “Ex-Dividend Date”), and that dividend differs in any respect from the Regular Dividend on a per Share basis or (ii) if no Ex-Dividend Date for a regular quarterly cash dividend occurs with respect to the Shares in any quarterly dividend period of Counterparty. “Regular Dividend” shall mean USD 0.25 per Share per quarter. Upon any adjustment to the “Initial Dividend Threshold” (as defined in the Indenture) for the Convertible Notes pursuant to the Indenture, the Calculation Agent will make a corresponding adjustment to the Regular Dividend for the Transaction. 25 To be updated as appropriate for Dealer. 26 To be updated as appropriate for Dealer.
Sample 1
Dividend Event. The parties hereby agree that the issuance of the Series Two Share and the Warrant do not constitute "Dividend Events" under the definition of such term as set in section 2 of the terms of the Series One Share and that ownership of such securities do not constitute beneficial ownership of the Common Shares underlying such securities. This Section 4.3 shall not restrict the interpretation of the definition of "Dividend Event" in the event of the issuance of Common Shares on the exercise of the Warrant and the conversion of the Series Two Share.
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Dividend Event 
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Related to Dividend Event

  • Dividend Equivalents Subject to this Paragraph 6, with respect to dividends for which a record date occurs during the Restriction Period, Participant shall be credited with a Dividend Equivalent with respect to each outstanding Restricted Stock Unit, and with respect to any related Dividend Equivalent Unit (defined below) resulting from prior reinvestments of Dividend Equivalents as provided in this Paragraph. All Dividend Equivalents so credited will be deemed to be reinvested in Restricted Stock Units on the date that the applicable dividend or distribution is made to the Company’s shareholders, based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, in the number of Units determined by dividing the aggregate value of the Dividend Equivalents by the Fair Market Value of the Stock on such date (rounded to the nearest thousandth of a whole Unit or as otherwise reasonably determined by the Company); provided, however, that if Dividend Equivalents cannot be reinvested in Units due to the operation of Section 3(a) of the Plan, such Dividend Equivalents will be credited to Participant as a cash value based on the Target Award Units and any Dividend Equivalent Units resulting from prior reinvestments of Dividend Equivalents, which cash value shall be held by the Company (without interest) subject to this Agreement. Any Units resulting from the deemed reinvestment of dividends in accordance with this Paragraph 6 are referred to herein as “Dividend Equivalent Units.” Dividend Equivalents shall be subject to the same terms and conditions, and shall vest or be forfeited (as applicable) at the same time, upon the same conditions, and in the same proportion, as the Target Award Units set forth in this Award; provided, however, that if the Award vests after the record date for, but before the payment date of, a dividend, then the Dividend Equivalents related to such dividend and to Units vesting on the vesting date will be paid in cash or in Stock, in the sole discretion of the Company, as soon as practicable following the payment date for such dividend.

  • Dividend Equivalent Rights In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder’s Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

  • Share Dividends; Split Ups If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding Shares, and the Exercise Price shall be proportionately decreased.

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