Premium Transaction means any premium payment applied to a Covered Policy, including premiums paid by dividends or automatic policy loans.
Premium Transaction. ’ means a transaction involving the sale or transfer by HCC of its shares of Common Stock to a third party (by merger or otherwise) in which all stockholders unaffiliated with Hallmark Cards are entitled to participate and are entitled to receive both (i) consideration equivalent in value to the highest consideration per share of Common Stock received by HCC in connection with such transaction, and (ii) a premium of $0.50 per share of Common Stock (subject to adjustment for any stock splits, combinations, reclassifications, adjustments, sale of Common Stock by the Company, or sale of Common Stock by HCC pursuant to a public offering or block trade as described above, or any similar transaction). The aggregate premium shall not exceed $17,400,880, which is the product of the number of outstanding shares owned by minority stockholders as of the date of the Master Recapitalization Agreement multiplied by $0.50. Also, HCC may effectuate a Premium Transaction pursuant to a short-form merger (or other merger) between the Company and HCC or any purchaser of its shares, so long as the holders of Class A Common Stock not affiliated with HCC receive the consideration provided for in this paragraph in connection with such merger.
Premium Transaction. ’ means a transaction involving the sale or transfer by HCC of its shares of Common Stock to a third party (by merger or otherwise) in which all stockholders unaffiliated with Hallmark Cards are entitled to participate and are entitled to receive both (i) consideration equivalent in value to the highest consideration per share of Common Stock received by HCC in connection with such transaction, and (ii) a premium of $0.50 per share of Common Stock (subject to adjustment for any stock splits, combinations, reclassifications, adjustments, sale of Common Stock by the Company, or sale of Common Stock by HCC pursuant to a public offering or block trade as described above, or any similar transaction). For the avoidance of doubt, the aggregate premium shall not exceed $17,400,880, which is the product of the number of outstanding shares owned by minority stockholders as of the date of the Master Recapitalization Agreement multiplied by $0.50. Also, for the avoidance of doubt, HCC may effectuate a Premium Transaction pursuant to a short-form merger (or other merger) between the Company and HCC or any purchaser of its shares, so long as the holders of Class A Common Stock not affiliated with HCC receive the consideration provided for in this paragraph in connection with such merger.
Examples of Premium Transaction in a sentence
The provisions for the payment of the Put Option Premium, Transaction Expenses (as defined below) and the indemnification provided herein, are an integral part of the transactions contemplated by this Agreement and without these provisions the Investors would not have entered into this Agreement, and the Put Option Premium, Transaction Expenses and the indemnification provided herein shall constitute allowed administrative expense claim of the Debtors’ estates.
Through December 31, 2013, Hallmark will not cause Crown to voluntarily delist from NASDAQ or deregister the shares of Common Stock under the Securities and Exchange Act of 1934, as amended (except in connection with a Premium Transaction).
Policy Number Name of Insured Date of Birth Sex Original Issue Date Current Issue Date Issue Age Age Basis Smoker/Non Smoker Code Automatic/Facultative Code YRT/Coinsurance Code Substandard Rating Net Premium per Policy First Year/Renewal Year Premium Code Net Amount at Risk Life Premium Other Premium Life Allowances Other Allowances Net Premium Transaction Code Transaction Date Sequence Number Continued...
More Definitions of Premium Transaction
Premium Transaction is a transaction involving the sale or transfer by Hallmark of its shares of Common Stock to a third party (by merger or otherwise) in which all stockholders unaffiliated with Hallmark shall be entitled to participate and shall be entitled to receive both (x) consideration equivalent in value to the highest consideration per share of Common Stock received by Hallmark in connection with such transaction, and (y) a premium of $0.50 per share of Common Stock (subject to adjustment for any stock splits, combinations, reclassifications, adjustments, sale of Common Stock by Crown, or sale of Common Stock by Hallmark pursuant to the preceding bullet, or any similar transaction). For the avoidance of doubt, Hallmark may effectuate a Premium Transaction pursuant to a short-form merger (or other merger) between Crown and Hallmark or the purchaser of its shares, so long as the holders of Common Stock not affiliated with Hallmark receive the consideration provided for in this paragraph in connection with such merger; it being understood that, prior to December 31, 2011, any such Premium Transaction must first be approved by a special committee of Crown’s Board of Directors comprised solely of independent, disinterested directors. ○ from and after January 1, 2014 until the earlier of December 31, 2020 and such time as Hallmark no longer beneficially owns a majority of the Common Stock, Hallmark may not sell or transfer, in one or a series of related transactions, a majority of the outstanding shares of Common Stock to a third party, unless all stockholders unaffiliated with Hallmark shall at Hallmark’s option be entitled to either (i) participate in such transaction on the same terms as Hallmark or (ii) shall receive cash consideration equivalent in value to the highest consideration per share of Common Stock received by Hallmark in connection with such transaction.