The Special Dividend Clause Samples

The Special Dividend. Upon the terms and subject to the conditions set forth herein, on or prior to the Closing Date, and prior to the other Transactions contemplated by

The Special Dividend. Immediately before the initial sale of Atlas Common Stock in the IPO, Atlas shall declare a special dividend to the then sole stockholder of Atlas in an amount equal to the net proceeds of the IPO less intercompany debt owed to RAI or its Affiliates plus the net proceeds of the exercise of the underwriters' overallotment option.

The Special Dividend. (a) As promptly as practicable following the Company’s receipt of the Subscription Consideration from Parent, the Company Board shall, subject to applicable Law, the Company Charter and the Company Bylaws, declare a special dividend per share of Company Common Stock in an amount equal to the Per Share Subscription Amount (such dividend, the “Special Dividend”), and set each of the record date and payment date for such Special Dividend to be as promptly as practicable following the date hereof; provided, that, for the avoidance of doubt, the declaration and payment of the Special Dividend shall be contingent on the completion of the Share Issuance pursuant to the terms of this Agreement. (b) As promptly as practicable following the Company’s receipt of the Subscription Consideration from Parent, the Company Board (or, if appropriate, any committee administering the Company Stock Plans) shall adopt such resolutions or take such other actions (including obtaining any required consents) as may be required to reduce the exercise price of all outstanding Stock Options by the Per Share Subscription Amount but in no event shall the exercise price of a Stock Option be reduced to less than $2.50 per share of Company Common Stock (the amount by which a Stock Option’s exercise price is reduced is the “Exercise Price Reduction Amount”). For the avoidance of doubt, there shall be no reduction in the exercise price for any Stock Option that has an existing exercise price equal to or less than $2.50 per share of Company Common Stock following the payment date of the Special Dividend as determined by the Company Board (or, if appropriate, any committee administering the Company Stock Plans). As soon as practicable following the date the Special Dividend is paid, each holder of a Stock Option, whether vested or unvested, shall be entitled to receive a cash payment equal to (x) the number of shares of Company Common Stock that are subject to such Stock Option immediately prior to the date the Special Dividend is paid multiplied by (y) the excess, if any, of the Per Share Subscription Amount over the Exercise Price Reduction Amount of such Stock Option (the “Fixed Cash Option Payment”, and the aggregate amount of such payments, the “Aggregate Fixed Cash Option Payment Amount”); provided, that the Fixed Cash Option Payment shall be made (1) to the holders of any Stock Option that is vested immediately prior to the date the Special Dividend is paid, as soon as reasonably practi...

The Special Dividend. Under the terms of the merger agreement, holders of record of Livongo common stock as of a record date immediately prior to the effective time will be paid the special dividend, a one-time special cash dividend of

The Special Dividend. Under the terms of the merger agreement, holders of record of Livongo common stock as of a record date immediately prior to the effective time will be paid the special dividend, a one-time special cash dividend of $7.09 per share. The special dividend is intended to be treated, and will be reported by Livongo, as a distribution by Livongo within the meaning of Section 301 of the Code and not as consideration paid for Livongo common stock in the merger. Assuming this intended treatment is respected, the special dividend will be treated as a dividend for U.S. federal income tax purposes to the extent paid out of current or accumulated earnings and profits of Livongo. To the extent that the amount of the dividend exceeds Livongo’s current and accumulated earnings and profits, the excess will first be treated as a tax-free return of capital, causing a reduction in the holder’s adjusted basis in its Livongo common stock. If such basis is reduced to zero, any remaining portion of the special dividend will be taxed as capital gain. It is possible that the IRS would disagree with the characterization of the special dividend as a distribution by ▇▇▇▇▇▇▇ and instead seek to characterize the special dividend as merger consideration paid by Teladoc in exchange for a portion of Livongo common stock in the merger. If this characterization were to be sustained, a holder of Livongo common stock would recognize gain on the special dividend as though it were cash consideration received in the merger, as described above. You should read the section entitled “U.S. Federal Income Tax Considerations” beginning on page 182 for a more complete discussion of the U.S. federal income tax considerations related to the merger and special dividend. Comparison of Stockholders’ Rights (Page 187) Upon completion of the merger, Livongo stockholders receiving shares of Teladoc common stock will become stockholders of the combined company, and their rights will be governed by Delaware law and the governing corporate documents of the combined company in effect at the effective time. Livongo stockholders will have different rights once they become stockholders of the combined company due to differences between the governing corporate documents of Livongo and the proposed governing corporate documents of the combined company. These differences are described in more detail under the section entitled “Comparison of Stockholders’ Rights” beginning on page 187.