Dividend Conditions definition

Dividend Conditions means, at the time of determination with respect to any dividend or other distribution (whether in cash, securities or other property) of the type described in clause (d) of the definition of “Permitted Dividends”, that (a) no Default or Event of Default then exists or would arise as a result of the making of such dividend or other distribution, (b) (i) at no time during the six (6) month period ending on the date of such dividend or other distribution shall there have been any Borrowings, and (ii) after giving effect to the making of such dividend or other distribution, as projected on a pro-forma basis for the six (6) month period following the making of such dividend or other distribution, there are no anticipated Borrowings, (c) after giving effect to the making of such dividend or other distribution, (i) in the case of dividends of the type described in clause (d)(i) of the definition of “Permitted Dividends”, the aggregate amount of all such dividends and other distributions made during the then current Fiscal Year does not exceed $5,000,000, and (ii) in the case of dividends of the type described in clause (d)(ii) of the definition of “Permitted Dividends”, the aggregate amount of all such dividends and other distributions made from and after the Second Amendment Effective Date does not exceed $22,000,000, and (d) such dividend is made in cash utilizing the Loan Parties’ cash on hand not consisting of Eligible Cash on Hand and not from proceeds of any Borrowings hereunder. Prior to undertaking any transaction or payment which is subject to the Dividend Conditions, the Loan Parties shall deliver to the Administrative Agent evidence of satisfaction of the conditions contained in clauses (b) and (c) above on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Administrative Agent.
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Dividend Conditions means that (i) the Rent Coverage Ratio for the Preceding Fiscal Quarter is greater than or equal to 1.20 to 1.00 and (ii) that Guarantor shall have had Minimum Net Working Capital Balances for the Preceding Fiscal Quarter; and (4) “Preceding Fiscal Quarter” means the fiscal quarter immediately preceding the fiscal quarter in which the Dividend in question is made or to be made; (5) “Minimum Net Working Capital Balances” means that Guarantor shall have Net Working Capital as of the end of any applicable fiscal quarter equal to or greater than the lesser of (i) an amount equal to forty-one percent (41%) of Revenue for such quarter, or (ii) Fifteen Million Four Hundred Fifty Thousand Dollars ($15,450,000); (6) “Net Working Capital” means the sum of the amounts of the line items on Guarantor’s consolidated balance sheet for “Cash,” “Restricted Funds, short term,” “Accounts Receivable,” “Other Current Assets (Inventory and Prepaid Expenses)” and “Restricted Funds, long term” minus the sum of the amounts of the line items on Guarantor’s consolidated balance sheet for “Accounts Payable” and “Accrued Expenses,” as each of the same line items may be re-named or amended from time to time, and including as appropriate such similar line items created by Guarantor after the date hereof, each as determined as of the relevant date and calculated in a manner consistent with Guarantor’s and HAL’s respective past practices and the Contribution Agreement; (7) “Tax Dividend” means a Dividend in an amount which does not exceed the Tax Expense for all the members of the Guarantor for the Tax Period most recently ended; (8) “Tax Expense” shall mean for any member of Guarantor, an amount equal to the product of (i) the amount of federal and state taxable income of Guarantor for the applicable Tax Period, (ii) the Presumed Tax Rate, giving effect to the character of such taxable income as ordinary income or capital gain income, and (iii) such member’s percentage interest in Guarantor; (9) “Tax Period” means the calendar year or quarter to which any applicable Tax Expense is attributable, and (10) “Presumed Tax Rate” means (i) with respect to income taxable as ordinary income or short term capital gains, the highest combined federal and state income tax rate applicable during the applicable Tax Period, and (ii) with respect to income taxable as long-term capital gains, the highest rate then applicable to the gains on capital held for at least twelve (12) months, in both cases as de...
Sample 1
Dividend Conditions means that (i) the Rent Coverage Ratio for the Preceding Fiscal Quarter is greater than or equal to 1.20 to 1.00 and (ii) that Guarantor shall have had Minimum Net Working Capital Balances for the Preceding Fiscal Quarter; and (4) “Preceding Fiscal Quarter” means the fiscal quarter immediately preceding the fiscal quarter in which the Dividend in question is made or to be made; (5) “Minimum Net Working Capital Balances” means that Guarantor shall have Net Working Capital as of the end of any applicable fiscal quarter equal to or greater than the lesser of (i) an amount equal to forty-one percent (41%) of Revenue for such quarter, or (ii) Fifteen Million Four Hundred Fifty Thousand Dollars ($15,450,000); and (6) “Net Working Capital” means [to conform to Contribution Agreement, which I have been informed is still in flux].
Sample 1

Examples of Dividend Conditions in a sentence

  • Each of VMware and Dell shall use its respective reasonable best efforts to cause the Dividend Payment Conditions and the Additional Dividend Conditions to be satisfied, and VMware shall use reasonable best efforts to cause the VMware Special Dividend to be paid by VMware as contemplated by this Agreement.

  • The Company shall pay to each Holder the Dividend Make-Whole Payment in cash by wire transfer of immediately available funds; provided, however, that the Company may elect, subject to the satisfaction of all of the Common Stock Dividend Conditions in the manner specified in Section 4(c) above, to pay the Dividend Make-Whole Payment in shares of Common Stock pursuant to Section 4(b) and 4(e) above, in which case the Forced Conversion Date shall be deemed to be the Dividend Payment Date.

  • There are no material conditions, contingencies or other requirements to payment of the VMware Special Dividend by VMware, other than satisfaction of the Dividend Payment Conditions (including the Additional Dividend Conditions).

  • The Company shall pay Dividends in cash by wire transfer of immediately available funds; provided, however, that the Company may elect, subject to the satisfaction of all of the Common Stock Dividend Conditions specified in paragraph (c) below, to pay Dividends (including, without limitation, any Dividend Make-Whole Payment pursuant to Section 5B(d) below) in shares of Common Stock (the “Common Stock Dividend Option”).

  • Payment of the Dividend shall be made at the Corporation's election (i) in cash, or (ii) if all of the Required Stock Dividend Conditions (as defined below) are satisfied, in such number of shares of Common Stock determined by dividing the amount of the dividend by an amount equal to eighty-five percent (85%) of the lowest close bid of the Common Stock as reported by the Trading Market for the twenty (20) trading days preceding the Dividend Payment Date.

  • The Company shall be entitled to exercise the Common Stock Dividend Option with respect to a Dividend Payment Date only if, on such date and on each of the twenty (20) Trading Days immediately preceding such date, each of the Common Stock Dividend Conditions is satisfied in full.

  • Payment of the Dividend shall be made at the Corporation’s election (subject to the limitations set forth in Article XIV below) (i) in cash, or (ii) if all of the Required Stock Dividend Conditions (as defined below) are satisfied, in such number of shares of Series A Preferred Stock determined by dividing the amount of the Dividend by the Face Amount.

  • Payment of the Dividend shall be made at the Corporation’s election (subject to the limitations set forth in Article XIV below) (i) in cash, or (ii) if all of the Required Stock Dividend Conditions (as defined below) are satisfied, in such number of shares of Series A-1 Preferred Stock determined by dividing the amount of the Dividend by the Face Amount.

  • For each Tax Year that Guarantor is a limited liability company or other pass-through entity for federal income tax purposes, Guarantor shall be permitted, not more frequently than quarterly, to pay Tax Dividends notwithstanding that the Dividend Conditions may not then be satisfied, provided that no Event of Default then exists and is then continuing and that the payment of such Tax Dividend would not result in an Event of Default hereunder.

  • A Common Stock Dividend Notice, once delivered by the Company, shall be irrevocable unless the Company ceases to satisfy all of the Common Stock Dividend Conditions after giving such Common Stock Dividend Notice.


More Definitions of Dividend Conditions

Dividend Conditions means, at the time of determination with respect to any dividend or other distribution (whether in cash, securities or other property) of the type described in clause (d) of the definition of “Permitted Dividends”, that (a) no Default or Event of Default then exists or would arise as a result of the making of such dividend or other distribution, (b) (i) at no time during the six (6) month period ending on the date of such dividend or other distribution shall there have been any Borrowings, and (ii) after giving effect to the making of such dividend or other distribution, as projected on a pro-forma basis for the six (6) month period following the making of such dividend or other distribution, there are no anticipated Borrowings, (c) after giving effect to the making of such dividend or other distribution, the aggregate amount of all such dividends and other distributions made during the then current Fiscal Year does not exceed $5,000,000, and (d) in the case of dividends of the type described in clause (d)(i) of the definition of “Permitted Dividends”, such dividend is made in cash utilizing the Loan Parties’ cash on hand not consisting of Eligible Cash on Hand and not from proceeds of any Borrowings hereunder. Prior to undertaking any transaction or payment which is subject to the Dividend Conditions, the Loan Parties shall deliver to the Administrative Agent evidence of satisfaction of the conditions contained in clauses (b) and (c) above on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Administrative Agent.
Sample 1
Dividend Conditions means, at the time of determination with respect to any specified Restricted Payment, that (a) no Default or Event of Default then exists or would arise as a result of the making of such Restricted Payment, (b) (i) at no time during the six (6) month period ending on the date of the making of such Restricted Payment shall there have been any Loans outstanding, and (ii) after giving effect to the making of such Restricted Payment, as projected on a pro forma basis for the six (6) month period following the making of such Restricted Payment, there are no anticipated Loans projected to be outstanding, (c) after giving effect to the making of such Restricted Payment, in the case of Restricted Payments by the Lead Borrower to its shareholders (including, without limitation, for the purposes of repurchasing, redeeming, retiring, acquiring, cancelling or terminating any Equity Interests of any Borrower or Guarantor), the aggregate amount of all such Restricted Payments made during the then current Fiscal Year does not exceed $5,000,000, and (d) such Restricted Payment is made in cash utilizing the Loan Parties’ cash on hand not consisting of proceeds of any Loan hereunder. Prior to making any Restricted Payment which is subject to the Dividend Conditions, the Borrowers shall deliver to the Agent evidence of satisfaction of the conditions contained in clauses (b) and (c) above on a basis (including, without limitation, giving due consideration to results for prior periods) reasonably satisfactory to the Agent.
Sample 1
Dividend Conditions. The satisfaction of each of the following conditions:
Sample 1

Related to Dividend Conditions

  • Standard Conditions means the “International Bank for Reconstruction and Development and International Development Association Standard Conditions for Grant Financing Made by the Bank out of Trust Funds”, dated February 25, 2019.

  • Stock Units means investment units under the Deferred Delivery Plan, each of which is deemed to be equivalent to one share of Stock.

  • Dividend Date means a date specified in the Issue Resolution on which a dividend in respect of that preference share is payable.

  • 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 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).

  • 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.

  • Share Unit means a unit credited by means of an entry on the books of the Corporation to a Participant pursuant to the Plan, representing the right to receive, subject to and in accordance with the Plan, for each Vested Share Unit one Share, at the time, in the manner, and subject to the terms, set forth in the Plan and the applicable Grant Agreement;

  • Stock Unit means a bookkeeping entry representing the equivalent of one Common Share, as awarded under the Plan.

  • Restricted Share Unit means the right granted to a Participant pursuant to Article 7 to receive a Share at a future date.

  • Share Units means the hypothetical Shares that are credited to the Share Unit Accounts in accordance with Section 3.3.

  • Restricted Share Units means an Award which may be earned in whole or in part upon the passage of time or the attainment of performance criteria established by the Administrator and which may be settled for cash, Shares or other securities or a combination of cash, Shares or other securities as established by the Administrator.

  • Bonus Stock means shares of Common Stock which are not subject to a Restriction Period or Performance Measures.

  • Dividend Equivalent Right means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the grantee.

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

  • Dividend Equivalent means a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under Section 9.2.