Dividend Condition definition

Dividend Condition means, with respect to the distribution in connection with the KMC Stock Distribution, a determination by the PKS Board that such distribution by PKS will (a) comply with the PKS Certificate, as then amended and/or restated, (b) will be made out of surplus, within the meaning of Section 170 of the Delaware General Corporation Law and (c) will not result in the insolvency of PKS under applicable fraudulent conveyance or fraudulent transfer statutes.

Dividend Condition with respect to the distribution in connection with the Class R Distribution and the distribution in connection with the Share Exchange, a determination by the PKS Board that such distribution by PKS will (a) comply with the PKS Certificate, as then amended and/or restated, (b) will be made out of surplus, within the meaning of Section 170 of the Delaware General Corporation Law and (c) will not result in the insolvency of PKS under applicable fraudulent conveyance or fraudulent transfer statutes. Exchange Act: the Securities Exchange Act of 1934, together with the rules and regulations promulgated thereunder. Exchange Date: the date on which the Share Exchange is made, which will be a date determined by the PKS Board that occurs after satisfaction of all of the conditions set forth in Section 2.08.

Dividend Condition means that the Applicable Level is at least Level II.

Examples of Dividend Condition in a sentence

• The Share Exchange will be consummated only if (a) PKS has received either the rulings subject to the Ruling Request and/or the Tax Opinion, (b) the Dividend Condition has been satisfied with respect to the Share Exchange, (c) the Separation Transactions have been consummated, and (d) the PKS Board has not determined to abandon the Transaction.

• The Transaction will be consummated only if (a) the Ruling remains in effect, (b) the Dividend Condition has been satisfied with respect to the KMC Stock Distribution, (c) all of the other Separation Transactions have been consummated, and (d) the PKS Board has finally approved the consummation of the Transaction.

• In the event that any Common Stock Dividend Condition is not satisfied as of the applicable Dividend Payment Date and each such Trading Day, the Company shall not be permitted to exercise the Common Stock Dividend Option with respect to such Dividend Payment Date and must pay all amounts due on such Dividend Payment Date in cash by wire transfer of immediately available funds.

• The Share Exchange will be consummated only if (a) shareholder ratification of the Transaction and approval of the Initial Certificate Amendment has been received at the Special Meeting, (b) PKS has received either the rulings subject to the Ruling Request or the Tax Opinion, (c) the Dividend Condition has been satisfied with respect to the Share Exchange, (d) the Separation Transactions have been consummated, and (e) the PKS Board has not determined to abandon the Transaction.

• Neither the Acceptance Condition nor the Special Dividend Condition are subject to Rule 13.5(a) of the Code.

More Definitions of Dividend Condition

Dividend Condition means that the Interest Coverage Ratio is greater than or equal to 4.00:1.00 and the Leverage Ratio is less than or equal to 2.75:1.00 and the outstanding principal amount of the 1994 Term Loans and 1994 Canadian Term Loans is less than $350,000,000.

Dividend Condition means in connection with a Restricted Payment, if, on the date that the Borrower Representative delivers to the Administrative Agent a certificate (a “Dividend Certification”) in form of Exhibit E attached hereto certifying as to the items described in (A) and (B) below and attaching calculations for item (B) with respect to such Restricted Payment:

Dividend Condition means, as of any date of determination after the Emergence Date, a condition that will be satisfied if (a) the Class A/B MTM/DT Advance Rate Adjustment is reflected in the calculation of the Class A/B Adjusted Advance Rate, (b) no Amortization Event or Potential Amortization Event, in each case with respect to the Series 2020-1 Notes has occurred, (iii) the Series 2020-1 Market Value Average is at least 107% and (iv) the Series 2020-1 Non-Program Vehicle Disposition Proceeds Percentage Average is at least 107%.

Dividend Condition and replacing them with the following, respectively:

Dividend Condition means that the Applicable Level is at least Level III.

Dividend Condition means in connection with a Restricted Payment, if, on the date that the Borrower Representative delivers to the Administrative Agent a certificate (a “ Dividend Certification”) in form of Exhibit E attached hereto certifying as to the items described in (A) and (B) below and attaching calculations for item (B) with respect to such Restricted Payment:

Dividend Condition means that the Transferor, as of any Distribution Date, shall have declared a dividend in respect of its common stock to Palais Royal, Inc., the holder of its common stock, in an amount equal to the Defaulted Receivable Repurchase Amount for such Distribution Date.