Dividend Cap definition

Dividend Cap means, for any fiscal year, 5.0% of the 30-Day VWAP as of the first Trading Day of such fiscal year, as adjusted for customary stock splits or stock dividends during such fiscal year.
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Dividend Cap shall have the meaning as provided in subparagraph (a) of Section 4. “Dividend Payment Date” shall have the meaning as provided in subparagraph (a) of Section 4. “Dividend Record Date” shall have the meaning as provided in subparagraph (a) of Section 4. “Excepted Holder” shall have the meaning as provided in the Charter. “Excepted Holder Limit” shall have the meaning as provided in the Charter. “Exchange Act” shall have the meaning as provided in the Charter. “Fundamental Change” shall mean an occurrence of either of the following: (i) the acquisition, directly or indirectly, by any individual or entity or group (as such term is used in Section 13(d)(3) of the Exchange Act) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) representing more than 50% of the total voting power of all shares of capital stock of the Corporation entitled to vote generally in the election of the Board of Directors; or (ii) the consummation of any consolidation or merger of the Corporation (or similar transaction) with, or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Corporation and its subsidiaries, taken as a whole, to, one or more Persons other than one or more of the Corporation’s subsidiaries, in each case pursuant to which the Common Shares or other Junior Securities will be converted into, or receive a distribution of the proceeds in, cash, securities or other property, other than pursuant to a transaction in which the Persons that beneficially owned (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, voting stock of the Corporation immediately prior to such transaction beneficially own, directly or indirectly, voting stock representing a majority of the total voting power of all outstanding classes of voting stock of the continuing or surviving Person immediately after the transaction; provided, however, that: (A) the events described in the above clause (ii) shall not be deemed to be a Fundamental Change if the sole purpose of such transaction(s) is for the Corporation to change its domicile and/or to change its form of organization (e.g., from a corporation to a trust); (B) a Fundamental Change otherwise meeting the conditions in the above clauses (i) or (ii) shall not be deemed to have occurred if at least 90% of the consideration received by holders of the Common Shares in the transaction(s) consists of shares of common secur...
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Dividend Cap has the meaning set forth in Section 6.4(a)(vii).
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Examples of Dividend Cap in a sentence

  • Notwithstanding anything herein to the contrary, the total dividends and/or other distributions made by Debtor on account of any equity interests in Debtor shall not exceed the Monthly Dividend Cap in any calendar month.

  • However, in the Company’s sole discretion, the Company may elect to pay any such deficiency resulting from the Dividend Cap in cash.

  • Subject to the provisions of Section 2(f) below, if the Company chooses to seek to effect the registration contemplated by this Section 2, then the Company need not effect more than two Demand Registrations in total in order for the Company to continue to have the benefit of the Dividend Cap.

  • To the extent the Company delivers the maximum number of whole shares of Common Stock equal to the Dividend Cap on the Convertible Preferred Stock with respect to which the Company has notified the Holder that such dividends would be paid in shares of Common Stock in accordance with Section 4(c) above, the Company shall be deemed to have paid in full such amount of accrued, cumulated and unpaid dividends on such Convertible Preferred Stock.

  • Nevertheless dividends from the electricity sector remained within the Government’s Dividend Cap and did not affect consumer prices.

  • In addition, to the extent Section 9(c)(ii) above applies and the Company does not deliver all or a portion of the Fundamental Change Dividend Make-Whole Amount in Common Shares as a result of the Dividend Cap, it shall pay the remaining portion in cash, at such time and to the extent it is legally permitted to do so.

  • For the avoidance of doubt, the Company need not seek to effect the registration contemplated by this Section 2(a) but in such case will not have the continued benefit of the Dividend Cap.

  • To the extent the Company does not deliver Common Shares as a result of the Dividend Cap, the Company may, notwithstanding any notice by it to the contrary, pay the remaining unpaid dividend in cash at such time and to the extent the Company is legally permitted to do so.

  • Notwithstanding anything herein to the contrary, the total dividends and/or other distributions made by Debtor on account of any equity interests in Debtor shall not exceed the [***] Dividend Cap in any calendar [***].

  • Upon Debtor’s receipt of the Initial Advance, Debtor shall be permitted to declare and make a one-time dividend in an amount of up to FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00), which shall not count against the Monthly Dividend Cap for the quarter ending DECEMBER 31, 2018.


More Definitions of Dividend Cap

Dividend Cap means with respect to any RIC, all of the following that establish or govern the amount of Dividends, redemptions, purchases, payments, distributions or other transfers of property that can be made by such RIC to or for the benefit of any holder of or in respect of any Equity Interest of such RIC: (a) the state insurance code and other statutes and regulations applicable to such RIC, (b) each order or decree of any Insurance Regulator applicable to such RIC or holders of its Equity Interests and (c) each agreement between any Insurance Regulator and such RIC or holders of its Equity Interests.
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Related to Dividend Cap

  • Dividend Amount means, with respect to any date on which the Company pays a dividend on its outstanding Common Stock, the amount of such dividend that is paid per share of Common Stock multiplied by (x) the Purchase Amount divided by (y) the Liquidity Price (treating the dividend date as a Liquidity Event solely for purposes of calculating such Liquidity Price).

  • Dividend Shares means the shares of Common Stock issuable in payment of dividends payable on the Preferred Shares in accordance with the terms of the Certificate of Designation.

  • Dividend Parity Stock means any class or series of stock of the Corporation that ranks on a parity with the Series E in the payment of current dividends, including the Series A, the Series B, the Series C and the Series D.

  • Ex-Dividend Time means, with respect to any issuance or distribution on shares of Common Stock, the first date on which the shares of Common Stock trade regular way on the principal securities market on which the shares of Common Stock are then traded without the right to receive such issuance or distribution.

  • Dividend Rate has the meaning set forth in the Statement.

  • Dividend Equivalent Unit means the right to receive a payment, in cash or Shares, equal to the cash dividends or other cash distributions paid with respect to a Share.

  • Preferred Stock Dividends means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.

  • Stock Dividend has the meaning set forth in Section 5(a)(i)(A).

  • Ex-Dividend Date means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

  • Annual Fixed Dividend Rate means, for any Subsequent Fixed Rate Period, the annual rate (expressed as a percentage rate rounded down to the nearest one hundred-thousandth of one percent (with 0.000005% being rounded up)) equal to the sum of the Government of Canada Yield on the applicable Fixed Rate Calculation Date plus 2.16%.

  • Dividend Equivalent means any right granted under Section 6(e) of the Plan.

  • Dividend Record Date has the meaning set forth in Section 3(a).

  • Dividend Date means, in respect of a Preference Share, a date specified in the Issue Resolution on which a Dividend in respect of that Preference Share is payable.

  • Initial Dividend Rate means, with respect to a series of APS, the rate per annum applicable to the Initial Dividend Period for such series of APS.

  • Common Stock Dividend means a stock dividend declared and paid on the Common Stock that is payable in shares of Common Stock.

  • Dividend Equivalents means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares.

  • Dividend Payment means dividends (in cash, Property or obligations) on, or other payments or distributions on account of, or the setting apart of money for a sinking or other analogous fund for, or the purchase, redemption, retirement or other acquisition of, any shares of any class of stock of the Company or of any warrants, options or other rights to acquire the same, but excluding dividends payable solely in shares of common stock of the Company.

  • Rights Dividend Declaration Date shall have the meaning set forth in the recitals to this Agreement.

  • Dividend Equivalent Rights means certain rights to receive cash payments as described in Section 3.5.

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.

  • Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;

  • Accumulated Dividends means, with respect to any share of Preferred Stock, as of any date, the aggregate accumulated and unpaid dividends on such share from the Issue Date until the most recent Dividend Payment Date on or prior to such date. There shall be no Accumulated Dividends with respect to any share of Preferred Stock prior to the first Dividend Payment Date.

  • Preferred Dividends means, for any period and without duplication, all Restricted Payments paid during such period on Preferred Equity Interests issued by the Parent or a Subsidiary. Preferred Dividends shall not include dividends or distributions (a) paid or payable solely in Equity Interests (other than Mandatorily Redeemable Stock) payable to holders of such class of Equity Interests, (b) paid or payable to the Parent or a Subsidiary, or (c) constituting or resulting in the redemption of Preferred Equity Interests, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

  • Dividends shall have the meaning provided in Section 10.6.

  • Class C Common Stock means the Class C Common Stock, par value $0.01 per share, of the Company.

  • Equivalent Preferred Stock shall have the meaning set forth in Section 11(b) hereof.