Closing Date Dividend definition

Closing Date Dividend means one or more dividend payments or distributions paid in cash by AGM to Parent and by Parent to Trive Capital Fund I LP, Trive Affiliated Coinvestors I LP and Trive Capital Fund II (Offshore) Subsidiary, LP on or within two (2) days of the Closing Date in an aggregate amount not to exceed $12,226,398.50, the proceeds of which shall be used to repay the Existing Bridge Equity. Code: the Internal Revenue Code of 1986, as amended.

Closing Date Dividend has the meaning assigned to such term in the definition of “Transactions”.

Closing Date Dividend means the dividend, in an amount not to exceed $410.0 million, to be paid on, or within 45 days of, the Closing Date from the Borrower to Holdings from the proceeds of the Term Loans and to be paid from Holdings to Parent and from Parent to the holders of the Equity Interests of Parent.

Examples of Closing Date Dividend in a sentence

• The proceeds of the Initial Term Loans borrowed on the Closing Date, together with the proceeds of drawings under the Senior ABL Facility on the Closing Date, shall be used by the Borrower to pay the Closing Date Dividend, to repay all existing term loans outstanding under the Existing Credit Agreement immediately prior to the incurrence of the Initial Term Loans on the Closing Date and to pay certain transaction fees and expenses relating to the foregoing transactions.

• The Borrower shall use the proceeds of the Term Loans on the Closing Date to (a) fund a payment on the Closing Date of the Closing Date Dividend and (b) fund certain fees and expenses associated with the funding of the Loans and consummation of the Closing Date Dividend.

• The Borrower shall use the proceeds of the Loans solely as follows: (a) first, to refinance on the Closing Date, Prior Indebtedness and then, (b) to make the Closing Date Dividend and pay costs and expenses in connection with this Agreement and the Transactions, and (c) for working capital, capital expenditures and other general corporate purposes of the Borrower and its Subsidiaries not in contravention of any Requirement of Law and not in violation of this Agreement.

• There shall not exist any action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that challenges the payment of the Closing Date Dividend, the funding of the Loans or any of the other transactions contemplated hereby.

• Both before and after giving effect to (a) the Term Loan made or continued on the Closing Date, (b) the payment of the Closing Date Dividend and (c) the payment and accrual of all transaction costs in connection with the foregoing, the Borrower is, together with its Subsidiaries, Solvent.

More Definitions of Closing Date Dividend

Closing Date Dividend means that certain dividend or distribution to be made on or within twelve (12) Business Days after the Closing Date by the Borrower to Borrower’s direct or indirect equity holders (including any payments or adjustments made in connection with the dividend in respect of outstanding options to purchase common stock of Parent).

Closing Date Dividend means the dividend by Borrower to Holdings on the Closing Date in an aggregate amount equal to $130,306,164.00, which shall be used immediately by Holdings in like amount to pay a dividend to its shareholders.

Closing Date Dividend shall have the meaning set forth in the recitals hereto.

Closing Date Dividend means the payment by the Borrower of a one-time dividend in an aggregate amount not to exceed $175,000,000 to be made within 30 days of the Closing Date.

Closing Date Dividend has the meaning specified in Section 6.05(c).

Closing Date Dividend is defined in the sixth recital.

Closing Date Dividend means a cash distribution in an amount not to exceed $920,000,000 made on the Closing Date by the Borrower to Holdings, and by Holdings to its shareholders.