Special Dividend. In the event the Ceding Company makes any payment to the Borrower in excess of that required to be paid under the express terms of the Reinsurance Agreement as a result of, or following, any requirement or request of the Ceding Company’s domestic insurance regulator, whether orally or in writing, therefor (a “Special Payment”), the Borrower shall, notwithstanding anything herein to the contrary and to the maximum extent permitted by law, be permitted to pay a dividend (a “Special Dividend”) in the amount of the proceeds of such payment.
Special Dividend. (a) On a single occasion after January 1, 2022, upon any Stockholder’s written request (delivered to the Company and each other Stockholder), the Company will take all actions reasonably necessary to pay a one-time dividend on the Preferred Stock (the “Special Dividend”) equal to the highest dividend that the Board determines can be paid at that time subject to the limitations imposed under Delaware law and this Section 3.5, unless within five (5) business days after notification by the Company to the Stockholders of the amount of the highest dividend that can be paid at that time (which dividend shall not be declared or paid during such five (5) business day period), the Stockholders unanimously agree to the payment of a Special Dividend in a lower amount in a writing delivered to the Company. If the Board, pursuant to this Section, determines that the highest amount of Special Dividend that can be paid at such time is less than $50,000,000, then, unless the Stockholders unanimously agree to the payment of a Special Dividend of less than $50,000,000 in a writing delivered to the Company, no Special Dividend shall be declared or paid and the right to request the payment of the Special Dividend pursuant to the first sentence of this Section 3.5(a) shall remain unused and shall remain available. In connection with the foregoing, the Company shall (i) to the extent required based on the Company’s financial condition, reasonably promptly seek and obtain financing Indebtedness (the “Debt Financing”) to effectuate such Special Dividend and (ii) declare and pay such Special Dividend, which, if the Debt Financing is required, shall be paid substantially contemporaneous with, or reasonably promptly after, the consummation of such Debt Financing; provided that (A) the Company shall not, and shall not be required to, incur any such Debt Financing in an amount that would cause the Company’s Leverage Ratio to be more than 3.00:1.00, determined on a Pro Forma Basis after giving effect to the incurrence of such Debt Financing and the payment of such Special Dividend, and (B) such Debt Financing shall (1) reflect financing and other terms consistent with leveraged finance market practice for non-distressed transactions of this type, taking into account the Company’s LTM Adjusted EBITDA at such time and pro forma total leverage ratio and secured leverage ratio for the transaction and other attributes of the Company as compared to other similarly situated borrowers incurrin...
Special Dividend. Seller shall use commercially reasonable efforts to cause the Company to declare and pay the maximum approved special dividend to Seller, in an amount not exceeding $100,000,000, immediately prior to Closing. Seller and Buyer shall cooperate (i) to seek any regulatory approval which may be required for the payment of any such dividend (including the payment of any dividend from the Insurance Subsidiaries), and (ii) to identify mutually agreed upon U.S. government obligations which the Company or its Subsidiaries shall sell in order to facilitate the payment of the special dividend described in this Section 5.08. The Purchase Price (calculated prior to the accrual of any interest thereon) shall be reduced by the amount of any dividend paid to Seller pursuant to this Section 5.08.
Special Dividend. Subsequent to completion of the Restructuring, Discover shall declare and distribute to Xxxxxx Xxxxxxx a dividend (the “Special Dividend”) in the form of an undertaking by Discover to pay to Xxxxxx Xxxxxxx a portion of the after-tax proceeds received by Discover or any of its Affiliates in connection with the litigation Discover is as of the date hereof pursuing against Visa U.S.A, Inc. and MasterCard Worldwide (the “Visa/MasterCard Litigation”) pursuant to the terms and conditions set forth in Schedule 2. Discover hereby agrees to comply with the terms and conditions set forth in Schedule 2 relating to the Special Dividend. Without limiting the generality of the foregoing, Discover shall pay or cause to be paid such amounts to Xxxxxx Xxxxxxx as set forth in Schedule 2 and take or cause to be taken any and all actions as may be necessary or appropriate to comply with the terms and conditions set forth in Schedule 2.
Special Dividend. Subject to Applicable Law and the satisfaction or waiver of all of the conditions set forth in Article 9 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by Applicable Law, waiver of such conditions by the party or parties entitled to the benefit thereof at the Closing), prior to the Effective Time and in connection with the Closing, subject to Applicable Law, the Company shall (a) declare and, prior to the Effective Time, pay a cash dividend per share of Company Stock equal to $4.25 (the “Special Dividend Per Share Amount”) to holders of record of shares of Company Stock (for the avoidance of doubt, excluding the holders of Company Equity Awards that will be accelerated and/or converted after the date hereof in connection with the Mergers; it being agreed that a holder of a Company Equity Award shall not benefit from the Special Dividend more than once in respect of such Company Equity Award (or any shares underlying such award)) (the “Special Dividend”) and (b) provide to the transfer agent for the Company Stock all of the cash necessary to pay the Special Dividend to be paid pursuant to this Section 6.08, which cash shall not form part of the Exchange Fund; provided, however, that the Company shall have the right to declare and pay all or any portion of the Special Dividend at any time prior to the Effective Time. For the avoidance of doubt, in no event shall Parent or any of its Affiliates have any obligation, or be subject to any liability, to pay or fund the Special Dividend.
Special Dividend. The Company shall have irrevocably transferred aggregate cash sufficient to pay the Special Dividend to the Paying Agent for the benefit of holders of Common Shares.
Special Dividend. The Ohm Special Dividend shall have been declared in accordance with Section 6.25.
Special Dividend. (i) Subject to the conditions set forth in clause (ii) below, on the Declaration Date, the Board of Directors of C-W shall declare a pro rata cash dividend (the "Cash Dividend") in the amount of $.25 per share to all holders of record of Common Stock on the Cash Dividend Record Date. UNITRIN hereby waives, subject to completion of the Distribution, its right to receive its pro rata share of the Cash Dividend.
Special Dividend. Prior to the Company Merger Effective Time, the Ohm Board, subject to applicable Law, shall declare and set the record date and payment date for the Ohm Special Dividend; provided, that the payment of the Ohm Special Dividend shall be contingent upon consummation of the Company Merger.