Special Dividend Amount definition

Special Dividend Amount means an amount sufficient to establish CBS’s opening gross debt balance from continuing operations as of the Separation Date at $7.0 billion, as calculated pursuant to, and subject to such adjustments as are described in, Schedule 2.08(a).

Special Dividend Amount means an amount equal to the maximum amount approved by the OCC for the declaration and payment of a dividend by the Bank or any other return of, or reduction in, the Bank’s capital in connection with the consummation of the Transactions; provided that (a) the Special Dividend Transaction shall not result in the Estimated Closing TBV being more than the Maximum Closing TBV and (b) if the Special Dividend Transaction would result in the Estimated Closing TBV being less than the Target Closing TBV, then the Special Dividend Amount shall be reduced to an amount so that the Special Dividend Transaction would result in the Estimated Closing TBV being equal to the Target Closing TBV.

Special Dividend Amount shall have the meaning set forth in Section 12.3.

Examples of Special Dividend Amount in a sentence

• The total consideration to be paid by the Applicant in the Transaction shall be an amount equal to the difference of:1 (i) the sum of (A) an amount equal to the Closing Company Statutory Capital and Surplus Amount, plus (B) $20,000,000, less (ii) an amount equal to the Special Dividend Amount (the “Merger Consideration”).

• Payment of vested RSUs shall be made in the form of Common Stock, except that payment of the vested Special Dividend Amount shall be paid in cash, as soon as administratively practicable after the date the RSUs vest, but in no case later than the March 15th following the year in which vesting occurs.

• At or following the consummation of the Asset Sales, the Company shall deposit, or cause the escrow agent under the Parent Asset Purchase Agreement and the Arizona Asset Purchase Agreement to deposit, with the Paying Agent the Special Dividend Amount.

• For purposes of this Agreement (other than Section 1 or as specifically provided to the contrary herein), all references to RSUs shall be deemed to include the Special Dividend Amount.

• In the event that the Company is unable to declare and pay all or any portion of the Special Dividend for any reason, including failure to obtain regulatory approval of the Special Dividend or the Bank Dividend, then, the Per Share Cash Consideration shall be increased dollar-for-dollar by an amount equal to the difference in the total amount of the Special Dividend that was paid to shareholders of the Company and the Permitted Special Dividend Amount.

More Definitions of Special Dividend Amount

Special Dividend Amount means the amount determined by Delta after considering in good faith the estimated adjusted tax bases of the assets and liabilities of the Ultra Business; provided, however, that in no event shall the sum of the Special Dividend Amount and the Debt Exchange Amount exceed the Maximum Dividend/Exchange Amount.

Special Dividend Amount means an amount equal to the maximum amount approved by the OCC for the declaration and payment of a dividend by the Bank or any other return of, or reduction in, the Bank’s capital in connection with the consummation of the Transactions; provided that (a) the Special Dividend Transaction shall not result in the Estimated Closing TBV being more than the Maximum Closing TBV and (b) if the Special Dividend Transaction would result in the Estimated Closing TBV being less than the Target Closing TBV, then the Special Dividend Amount shall be reduced to an amount so that the Special Dividend Transaction would result in the Estimated Closing TBV being equal to the Target Closing TBV. “Special Dividend Approval” has the meaning set forth in Schedule 3. “Special Dividend Transaction” has the meaning set forth in Section 5.15.

Special Dividend Amount means the product of (x) $12.55 multiplied by (y) the aggregate number of Company Common Shares outstanding at the close of business on the Final Condition Satisfaction Date.”

Special Dividend Amount means $2.50, unless the quotient of (a) the sum of (i) the increase in Retained Earnings for the period from January 1, 2020 to the Business Day prior to the Closing Date plus (ii) Transaction Expenses, not to exceed $50,000,000, to the extent reducing such Retained Earnings, divided by (b) the Company Common Shares issued and outstanding as of the Closing Date is less than $1.00, in which case the Special Dividend Amount shall equal the sum of (x) such quotient plus (y) $1.50; provided, however, in no event shall the Special Dividend be less than $1.50.

Special Dividend Amount means the cash amount of any Special Dividend paid to Asciano Shareholders.

Special Dividend Amount means the quotient of $50,000,000 divided by the number of IFG Common Stock Equivalents as of the Effective Time.

Special Dividend Amount means the amount of the Special Dividend, if any, it being acknowledged and agreed that Company intends to seek approval from the Connecticut Insurance Department of a Special Dividend Amount of $20,000,000.