Extraordinary Cash Dividends definition

Extraordinary Cash Dividends has the meaning specified in Section 15.8.
Sample 1Sample 2
Extraordinary Cash Dividends means in respect of the Southam Interests:
Sample 1
Extraordinary Cash Dividends means, a cash distribution (other than repurchases of shares of Common Stock) which when combined with all other cash distributions (other than repurchases of shares of Common Stock) during the 12-month period immediately preceding and ending on the date of such distribution, would be in excess of 12.5% of the Market Capitalization of the Common Stock. "Market Capitalization" for this purpose shall mean the number of shares of the Company's publicly traded Common Stock multiplied by the Sale Price of the Common Stock on the Trading Day immediately prior to such distribution.
Sample 1

Examples of Extraordinary Cash Dividends in a sentence

  • In determining the amount of Extraordinary Cash Dividends for purposes of making adjustments required by Section 4.04, no adjustment shall be made for cash dividends for which a prior adjustment in the Conversion Rate was previously made.

  • For the avoidance of doubt, upon payment by Pledgor to Secured Party of any Extraordinary Cash Dividends pursuant to the terms of the Confirmation, such Extraordinary Cash Dividends shall not be retained as and shall not constitute Collateral.

  • Notwithstanding the foregoing, if the Holder transfers any Warrant to a Person that is not a “United States person” as such term is defined in Section 7701(a)(30) of the Code, the transferee (and any subsequent transferees) shall be liable for and shall hold the Company harmless from any withholding taxes imposed with respect to the exercise of the warrants or the adjustments to the Exercise Price of the warrants as a result of any Extraordinary Cash Dividends.

  • If, after the date hereof, the Company distributes to all holders of its Common Stock, Extraordinary Cash Dividends (as hereinafter defined), the number of Warrant Shares shall be adjusted as provided in Section 9.1(c) of this Warrant and the Warrant Price shall be adjusted, in accordance with the following formula: where: The adjustment pursuant to this Section 9.l(b) shall become effective immediately after the Determination Date for the distribution to which this Section 9.1(b) applies.

  • Adjustment of the Conversion Price: §8 of the Terms and Conditions provides for anti-dilution adjustments, including for Extraordinary Cash Dividends, which are standard in the German convertible bond market.

  • The warrant shall have a per share exercise price of $1.00, be exercisable for a period of two years from the date of issuance, contain anti-dilution provisions with respect to major corporate events (i.e. stock splits, Extraordinary Cash Dividends and stock dividends only), and include a provision limiting such holder's right to exercise the warrant in the event such exercise would result in such holder beneficially owning greater than 4.99% of the Company's outstanding capital stock.

  • The labels must be waterproof, adhesive labels and be affixed to a fire extinguisher on completion of the annual maintenance or if the extinguisher has undergone low pressure testing.

  • A new Section 13(d) is hereby added as follows:(d) Extraordinary Cash Dividends.


More Definitions of Extraordinary Cash Dividends

Extraordinary Cash Dividends means the amount of any cash dividend or distribution that, together with all other cash dividends paid during the preceding 12-month period, are on a per share basis in excess of the sum of (i) 5% of the sale price of the shares of common stock on the day preceding the date of declaration of such dividend or distribution, and (ii) an amount equal to the quotient of (x) the amount of any contingent interest paid on a LYON during such 12-month period divided by (y) the number of shares of common stock issuable upon conversion of a LYON at the conversion rate in effect on the payment date of such contingent interest. (Indenture, Section 11.08)
Sample 1
Extraordinary Cash Dividends has the meaning assigned to such term in Section 10.08(b).
Sample 1

Related to Extraordinary Cash Dividends

  • Extraordinary Cash Dividend means any cash dividend with respect to the Common Stock the amount of which, together with the aggregate amount of cash dividends on the Common Stock to be aggregated with such cash dividend in accordance with the provisions of this paragraph, equals or exceeds the threshold percentage set forth in item (i) below. For purposes of item (i) below, the "Measurement Period" with respect to a cash dividend on the Common Stock shall mean the 365 consecutive day period ending on the date prior to the Ex-Dividend Time with respect to such cash dividend, and the "Relevant Cash Dividends" with respect to a cash dividend on the Common Stock shall mean the cash dividends on the Common Stock with Ex-Dividend Times occurring in the Measurement Period.

  • Ordinary Cash Dividends means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering).

  • Non-Cash Dividend means any Dividend which is not a Cash Dividend, and shall include a Spin-Off.

  • Cash Dividends shall have the meaning set forth in Section 3(a).

  • Cash Dividend means (i) any Dividend which is to be paid or made in cash (in whatever currency), but other than falling within paragraph (b) of the definition of “Spin-Off” and (ii) any Dividend determined to be a Cash Dividend pursuant to paragraph (a) of the definition of “Dividend”, and for the avoidance of doubt, a Dividend falling within paragraph (c) or (d) of the definition of “Dividend” shall be treated as being a Non-Cash Dividend.

  • annual cash dividend means cash dividends paid in any fiscal year of the Corporation to the extent that such cash dividends do not exceed, in the aggregate, the greatest of:

  • Extraordinary Dividend means any cash dividend or distribution (or portion thereof) that the Calculation Agent determines, in its sole discretion, is extraordinary or special; and

  • Extraordinary Common Stock Event means (i) the issue of additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) subdivision of outstanding shares of Common Stock into a greater number of shares of the Common Stock, or (iii) combination of outstanding shares of the Common Stock into a smaller number of shares of the Common Stock.

  • Regular Periodic Cash Dividend means cash dividends paid at regular intervals in any fiscal year of the Corporation to the extent that such cash dividends do not exceed, in the aggregate, the greatest of:

  • Extraordinary Distribution means any dividend or other distribution (effected while any of the shares of ESOP Preferred Stock are outstanding) (a) of cash, where the aggregate amount of such cash dividend and distribution together with the amount of all cash dividends and distributions made during the preceding period of 12 months, when combined with the aggregate amount of all Pro Rata Repurchases (for this purpose, including only that portion of the aggregate purchase price of such Pro Rata Repurchase which is in excess of the Fair Market Value of the Common Stock repurchased as determined on the applicable expiration date (including all extensions thereof) of any tender offer or exchange offer which is a Pro Rata Repurchase, or the date of purchase with respect to any other Pro Rata Repurchase which is not a tender offer or exchange offer made during such period), exceeds Twelve and One- Half percent (12.5%) of the aggregate Fair Market Value of all shares of Common Stock outstanding on the record date for determining the shareholders entitled to receive such Extraordinary Distribution and (b) any shares of capital stock of the Corporation (other than shares of Common Stock), other securities of the Corporation (other than securities of the type referred to in paragraph I(2)), evidence of indebtedness of the Corporation or any other person or any other property (including shares of any subsidiary of the Corporation), or any combination thereof. The Fair Market Value of an Extraordinary Distribution for purposes of paragraph I(4) shall be the sum of the Fair Market Value of such Extraordinary Distribution plus the amount of any cash dividends which are not Extraordinary Distributions made during such twelve- month period and not previously included in the calculation of an adjustment pursuant to paragraph I(4).

  • Dividends shall have the meaning provided in Section 10.6.

  • Extraordinary Items means (i) extraordinary, unusual, and/or nonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business; (iii) changes in tax or accounting regulations or laws; or (iv) the effect of a merger or acquisition, all of which must be identified in the audited financial statements, including footnotes, or Management Discussion and Analysis section of the Company’s annual report.

  • Extraordinary Receipts means any cash received by or paid to any Obligor on account of any foreign, United States, state or local tax refunds, pension plan reversions, judgments, proceeds of settlements or other consideration of any kind in connection with any cause of action, condemnation awards (and payments in lieu thereof), indemnity payments received not in the ordinary course of business and any purchase price adjustment received not in the ordinary course of business in connection with any purchase agreement and proceeds of insurance (excluding, however, for the avoidance of doubt, proceeds of any issuance of Equity Interests and issuances of Indebtedness by any Obligor); provided that Extraordinary Receipts shall not include any (x) amounts that the Borrower receives from the Administrative Agent or any Lender pursuant to Section 2.16(f), or (y) cash receipts to the extent received from proceeds of insurance, condemnation awards (or payments in lieu thereof), indemnity payments or payments in respect of judgments or settlements of claims, litigation or proceedings to the extent that such proceeds, awards or payments are received by any Person in respect of any unaffiliated third party claim against or loss by such Person and promptly applied to pay (or to reimburse such Person for its prior payment of) such claim or loss and the costs and expenses of such Person with respect thereto.

  • 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).

  • Extraordinary Losses Any loss incurred on a Mortgage Loan caused by or resulting from an Extraordinary Event.

  • Extraordinary Loss Any Realized Loss or portion thereof caused by or resulting from:

  • 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.

  • Cash Distribution means the distribution by the Company to all holders of its Common Stock of cash, other than any cash that is distributed upon a merger or consolidation to which Section 2(h) applies or as part of a distribution referred to in paragraph (4) of Section 2(b).

  • Extraordinary General Meeting means an Extraordinary General Meeting of the Members duly called and constituted and any adjourned holding thereof.

  • Dividends Paid means the total of all cash and in-kind dividends paid on one (1) share of stock during the Performance Period.

  • 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.

  • Extraordinary Event means any event, circumstance or cause which Royal Bank determines has or will have a material adverse effect on the ability of Royal Bank to perform its obligations under the Notes or to hedge its position in respect of its obligation to make payment of amounts owing thereunder, including as a result of any of Royal Bank’s internal policies, and more specifically includes a Market Disruption Event in respect of any Share or Hedging Event.

  • 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.

  • Cash Distributions means dividends, interest and other distributions and payments (including proceeds of liquidation, sale or other disposition) made or received in cash upon or with respect to any Collateral.

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