Merger Partner Dividend definition

Merger Partner Dividend shall have the meaning set forth in the Separation Agreement. “Merger Sub” shall have the meaning set forth in the Recitals. “Party” shall have the meaning set forth in the Preamble. “Person” shall have the meaning set forth in the Separation Agreement. “Relevant Leases” means the Leases identified on Schedule 2 attached hereto with respect to which the Consent of the Landlord is required for (a) the assignment to a Spinco Asset Transferee, (b) the assignment to a Remainco Asset Transferee, (c) the sublease or license to a Spinco Asset Transferee or similar agreement with a Spinco Asset Transferee or (d) the sublease or license to a Remainco Asset Transferee or similar agreement with a Remainco Asset Transferee. “Relocating Party” shall have the meaning set forth in Section 5.1. “Remainco” shall have the meaning set forth in the Preamble. “Remainco Asset Transferee” shall have the meaning set forth in the Separation Agreement. “Remainco Board” shall have the meaning set forth in the Recitals. “Remainco Group” shall have the meaning set forth in the Separation Agreement.
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Merger Partner Dividend means a dividend consisting of: (a) if the Merger Partner Estimated Dividend Amount Per Share is greater than $0.00, a cash dividend per share of Merger Partner Common Stock outstanding as of the Merger Partner Record Date equal to eighty-five percent (85%) of the Merger Partner Estimated Dividend Amount Per Share (the “Merger Partner Closing Dividend Payment Per Share”) and (b) an irrevocable instrument or other right (the “Merger Partner Dividend Payment Instrument”) that shall represent the right to receive the Merger Partner Dividend Amount Per Share True Up Amount, if such amount is greater than $0.00, as finally determined in accordance with this Agreement (and less applicable withholding Taxes), with respect to each share of Merger Partner Common Stock owned of record by the Merger Partner Record Holders as of the Merger Partner Record Date. “Merger Partner Dividend Amount” means the amount equal to the sum of: (i) plus the Merger Partner Closing Net Working Capital; (ii) minus the Merger Partner Net Working Capital Target; (iii) plus the Merger Partner Closing Cash Amount; (iv) minus the Merger Partner Minimum Cash Amount; (v) plus the Merger Partner Maximum Indebtedness Amount; (vi) minus the Merger Partner Closing Indebtedness Amount;
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Merger Partner Dividend shall have the meaning set forth in the Separation Agreement. “Merger Sub” shall have the meaning set forth in the Recitals. “Mixed Business Tax Return” means any Tax Return, including any consolidated, combined or unitary Tax Return, that reflects or reports Taxes that relate to at least one Asset or activity that is part of the Remainco Retained Business, on the one hand, and at least one Asset or activity that is part of the Spinco Business, on the other hand. “Non-Controlling Company” shall have the meaning set forth in Section 8.02(b). “Party” shall have the meanings set forth in the Preamble. “Past Practices” shall have the meaning set forth in Section 0.
Sample 1

Examples of Merger Partner Dividend in a sentence

  • From and after the later of (i) the satisfaction of the conditions in the resolutions of the Merger Partner Board declaring the Merger Partner Dividend and (ii) the Merger Partner Dividend Record Date, the Merger Partner Record Holders shall have the right under this Agreement as third-party beneficiaries of this Section 2.4 to cause Merger Partner to pay the Merger Partner Dividend in accordance with the terms set forth in this Agreement and in the resolutions declaring the Merger Partner Dividend.

  • Subject to the terms and conditions in this Agreement and the Merger Agreement, at least one (1) day prior to the Merger Effective Time, Merger Partner shall declare, in accordance with applicable Laws, the Merger Partner Dividend (“Merger Partner Dividend Declaration”).

  • Such Merger Partner Dividend shall be irrevocable other than the conditions set forth in the resolutions of the Merger Partner Board declaring the Merger Partner Dividend.

  • To the extent that Xxxxxx Partner and Remainco agree to any changes to the Merger Partner Estimated Closing Statement and the components thereof, Xxxxxx Partner shall revise the Merger Partner Estimated Closing Statement and the components thereof to reflect such changes prior to any public disclosure by Xxxxxx Partner of the estimated Merger Partner Dividend Amount.

Related to Merger Partner Dividend

  • Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • 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.

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Series H Preferred Stock means the Corporation's Series H Convertible Preferred Stock, par value $0.004 per share.

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.

  • Merger Sub Common Stock means the common stock, par value $0.01 per share, of Merger Sub.

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 per share.

  • Series A Preferred Unit means a Preferred Unit having the designations, preferences, rights, powers and duties set forth in Article XVI.

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

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

  • Company Series A Preferred Stock means the Series A Preferred Stock, par value $0.0001 per share, of the Company.

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

  • Qualified Preferred Stock means any preferred capital stock of Holdings so long as the terms of any such preferred capital stock (x) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision prior to the 91st day after the Latest Maturity Date as of the date such Qualified Preferred Stock was issued other than (i) provisions requiring payment solely (or with provisions permitting Holdings, to opt to make payment solely) in the form of common Equity Interests, Qualified Preferred Stock of Holdings or cash in lieu of fractional shares, as applicable, or any Equity Interests of any direct or indirect Parent Company of Holdings, (ii) provisions requiring payment solely as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale are subject to the payment in full of all Obligations in cash (other than unasserted contingent indemnification obligations) or such payment is otherwise permitted by this Agreement (including as a result of a waiver or amendment hereunder) and (iii) with respect to preferred capital stock issued to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, provisions requiring the repurchase thereof in order to satisfy applicable statutory or regulatory obligations and (y) give Holdings the option to elect to pay such dividends or distributions on a non-cash basis or otherwise do not require the cash payment of dividends or distributions at any time that such cash payment is not permitted under this Agreement or would result in an Event of Default hereunder.

  • Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.

  • Permitted Preferred Stock means and refers to any Preferred Stock issued by Parent (and not by one or more of its Subsidiaries) that is not Prohibited Preferred Stock.

  • Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.001 per share, of the Company.

  • Series A Preferred Stock means shares of the Company’s Series A Preferred Stock, par value $0.0001 per share.

  • Series D Preferred Stock means shares of the Company’s Series D Preferred Stock, par value $0.001 per share.

  • 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.

  • Series C Preferred Units shall have the meaning provided in Section 1.

  • Series A Preferred Units has the meaning assigned to such term in Section 5.11(a).

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Series C Preferred Stock means shares of the Company’s Series C Preferred Stock, par value $0.001 per share.