Pre-Merger Special Dividend. Prior to the Closing, subject to applicable Laws, the Company shall declare a cash dividend in the amount of $0.10 per share of Company Common Stock (the “Pre-Merger Special Dividend”) to holders of record of issued and outstanding shares of Company Common Stock immediately prior to the Effective Time; provided that payment of the Pre-Merger Special Dividend shall be contingent on the consummation of the Merger.
Pre-Merger Special Dividend. As promptly as practicable following the satisfaction of the conditions set forth in Section 7.01, Section 7.02 and Section 7.03 (other than (a) those conditions that by their nature are to be satisfied by actions taken at the Closing but which conditions would be satisfied (including the delivery of officers’ certificates without qualifications or exceptions) if such date were the Closing Date and (b) the contemplated payment of the Pre-Merger Special Dividend), the Valeant Board intends to, subject to applicable Law and the Valeant Charter and Valeant Bylaws, declare a special dividend in an amount equal to $16.77 per share of Valeant Common Stock (subject to customary adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar event following the date of this Agreement) (any such dividend, the “Pre-Merger Special Dividend”), and set the record date and payment date for such Pre-Merger Special Dividend in its sole discretion; provided, that each of the record date and payment date for such Pre-Merger Special Dividend shall be one Business Day immediately prior to the Closing Date.
Pre-Merger Special Dividend. The Pre-Merger Special Dividend shall have been paid to holders of Valeant Common Stock in accordance with Section 6.17. For purposes of this Section 7.01(g), the Pre-Merger Special Dividend shall be deemed to have been paid to holders of Valeant Common Stock at the time Valeant irrevocably transfers cash for the Pre-Merger Special Dividend to the relevant paying agent for the benefit of such stockholders.
Pre-Merger Special Dividend. As promptly as practicable following the satisfaction of the conditions set forth in Section 7.1, Section 7.2 and Section 7.3 (other than (a) those conditions that by their nature are to be satisfied by actions taken at the Closing but which conditions would be satisfied (including the delivery of officers’ certificates without qualifications or exceptions) if such date were the Closing Date and (b) the contemplated payment of the Pre-Merger Special Dividend), the Company Board of Directors shall, subject to applicable Law and the Company Certificate and the Company Bylaws, declare a special cash dividend in an amount equal to $4.87 per share of Company Common Stock (subject to customary adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar event following the date of this Agreement) (any such dividend, the “Pre-Merger Special Dividend”), and set the record date and payment date for such Pre-Merger Special Dividend; provided that each of the record date and payment date for such Pre-Merger Special Dividend shall be two (2) business days immediately prior to the Closing Date.
Pre-Merger Special Dividend. The Mercantile Board of Directors may, subject to applicable Law and the Mercantile articles of incorporation and bylaws, declare a special cash dividend in an amount equal to $2.00 per share of Mercantile Common Stock (subject to customary adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar event following the date of this Plan of Merger) with a record date and payment date after the satisfaction of the conditions set forth in Sections 6.1, 6.2 and 6.3 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing but which conditions would be satisfied (including the delivery of officers' certificates without qualifications or exceptions) if such date were the Closing Date (any such dividend, the "Pre-Merger Special Dividend"), and set the record date and payment date for such Pre-Merger Special Dividend in its sole discretion.
Pre-Merger Special Dividend. On the date that is one (1) Business Day prior to the Closing Date, the Steel Board shall, subject to Applicable Law and the Steel Certificate of Incorporation and the By-laws of Steel, declare a special cash dividend per share of Steel Common Stock (any such dividend, the “Pre-Merger Special Dividend”), and set the record date and payment date for such Pre-Merger Special Dividend; provided, that the record date for such Pre-Merger Special Dividend shall be one (1) Business Day immediately prior to the Closing Date; provided, further, that the payment of the Pre-Merger Special Dividend shall be contingent on the consummation of the Mergers. The amount of the Pre-Merger Special Dividend per share of Steel Common Stock shall be an amount equal to (A) $1.00 plus (B) the product (rounded up to the nearest whole cent) of (i) the Steel Exchange Ratio and (ii) the aggregate amount of distributions per unit declared or paid by Copper with respect to a Copper Unit with a record date following the date of this Agreement and prior to the Closing Effective Time (subject to (i) customary adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar event following the date of this Agreement and (ii) any adjustment required pursuant to Section 3.3).
Pre-Merger Special Dividend. The Pre-Merger Special Dividend shall have been declared by the Steel Board.
Pre-Merger Special Dividend. The ChoiceOne Board of Directors may, subject to applicable Law and the ChoiceOne articles of incorporation and bylaws, declare a special cash dividend in an amount equal to $0.60 per share of ChoiceOne Common Stock (subject to customary adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar event following the date of this Plan of Merger) with a record date and payment date after the satisfaction of the conditions set forth in Sections 6.1, 6.2 and 6.3 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing but which conditions would be satisfied (including the delivery of officers' certificates without qualifications or exceptions) if such date were the Closing Date) (any such dividend, the "Pre-Merger Special Dividend"), and set the record date and payment date for such Pre-Merger Special Dividend in its sole discretion. Notwithstanding anything in this Agreement to the contrary, the amount of the Pre-Merger Special Dividend will be adjusted if necessary to preserve the status of the Merger as a tax-free reorganization within the meaning of Section 368(a) of the Code.
Pre-Merger Special Dividend. (a) The Special Dividend shall be no less than the Minimum Special Dividend.
(b) In the event that the amount of Available Offshore Cash upon completion of the Joint Venture Dividend and Distribution (if applicable) subject to adequate reserves for payment of costs and expenses actually incurred and estimated in good faith to be incurred through the Closing by the Company and the Special Committee in connection with the Transactions (as determined in good faith by the Company) as of the Joint Venture Dividend and Distribution End Date, is sufficient to pay an amount in cash in excess of the amount of Minimum Special Dividend to holders of record of issued and outstanding Shares and ADSs immediately prior to the Effective Time (as determined in good faith by the Company, after reasonable consultation with Parent and Merger Company, as of the Joint Venture Dividend and Distribution End Date), then, subject to applicable Laws and the availability to the Company of funds legally available therefor, the Special Dividend shall be equal to the lower of (i) the sum of (A) such excess amount and (B) the amount of the Minimum Special Dividend, (ii) the amount of the Maximum Special Dividend and (iii) such other amount as mutually determined by the Company, Parent and Merger Company.
(c) In connection with the determination of the final amount of the Special Dividend in accordance with Section 7.15(b), the Company (after reasonable consultation with Parent and Merger Company) shall notify Parent and Merger Company in writing of the amount (if any) by which the Available Offshore Cash required to pay the Special Dividend exceeds the amount required to pay the Minimum Special Dividend based on the Company’s best estimate of the number of Shares and ADSs expected to be outstanding immediately prior to the Effective Time (such amount, the “Excess Amount”).
(d) As promptly as practicable following the Joint Venture Dividend and Distribution End Date (but no later than five (5) Business Days following the Joint Venture Dividend and Distribution End Date) and prior to the time the Company mails or causes to be mailed or otherwise disseminates the Proxy Statement to the holders of Shares, including Shares represented by ADSs, as of the record date established for the Company Shareholders’ Meeting, the Special Committee, pursuant to the authority delegated to it by the Board of Directors of the Company concurrently with the execution of this Agreement, shall declare the final...
Pre-Merger Special Dividend. 5.19.1 The Mercantile Board of Directors may, subject to applicable Law and the Mercantile articles of incorporation and bylaws, declare a special cash dividend in an amount equal to $2.00 per share of Mercantile Common Stock (subject to customary adjustments for any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar event following the date of this Plan of Merger) with a record date and payment date after the satisfaction of the conditions set forth in Sections 6.1,
