Adjusted Dividend definition

Adjusted Dividend means, with respect to each dividend declared and paid on Shares by the Company following the achievement of a Return on Investment (including, with respect to the dividend which causes a Return of Investment to be achieved, the portion, if any, of such dividend in excess of the amount necessary to cause a Return of Investment), the per share dividend calculated by determining the total amount of dividends that would have been payable on the Specified Shares, assuming, solely for this purpose, that the time and performance hurdles under Sections 4(a) and 4(b) below were fully satisfied as of the time that such dividend was paid, and dividing this amount by the number of Specified Shares. “Return of Investment” shall be the time at which dividends (whether in cash or specie) or consideration in redemption shall have been paid, or Realized Cash shall have been received or deemed to have been received, with respect to the Class A Common Shares actually purchased on or after the initial closing date of the Company’s 2014 private placement of Class A Common Shares (the “Placement Date”) in an amount equal to the offering price per share in such private placement (the “Offering Price”). For the avoidance of doubt, after a Return of Investment, dividends on vested Restricted Shares shall be paid at the same time that such dividends are paid to other stockholders. If the Participant forfeits any unvested Restricted Shares, the Participant shall also forfeit any payments related to dividends otherwise deliverable in connection with the forfeited Restricted Shares.

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Adjusted Dividend means, with respect to each dividend declared and paid on Shares by the Company following the achievement of a Return on Investment (including, with respect to the dividend which causes a Return of Investment to be achieved, the portion, if any, of such dividend in excess of the amount necessary to cause a Return of Investment), the per share dividend calculated by determining the total amount of dividends that would have been payable on the Specified Shares, and dividing this amount by the number of Specified Shares. “Return of Investment” shall be the time at which dividends (whether in cash or specie) or consideration in redemption shall have been paid, or Realized Cash shall have been received, or deemed to be received as determined in accordance with Exhibit A, with respect to the Class A Common Shares issued prior to July 13, 2011 in an amount equal to the Relevant Investor’s pro rata portion of the Group 1 Preference Amount (as such terms are defined in the Bye-laws). For the avoidance of doubt, after a Return of Investment, dividends on vested Restricted Shares shall be paid at the same time that such dividends are paid to other stockholders.

Adjusted Dividend means, with respect to each dividend declared and paid on Shares by the Company following the achievement of a Return on Investment (including, with respect to the dividend which causes a Return of Investment to be achieved, the portion, if any, of such dividend in excess of the amount necessary to cause a Return of Investment), the per share dividend calculated by determining the total amount of dividends that would have been payable on the Specified Shares, assuming, solely for this purpose, that the time hurdles under Section 4(a) below were fully satisfied as of the time that such dividend was paid, and dividing this amount by the number of Specified Shares. “Return of Investment” shall be the time at which dividends (whether in cash or specie) or consideration in redemption shall have been paid, or Realized Cash shall have been received, or deemed to be received as determined in accordance with Exhibit A, with respect to the Class A Common Shares subscribed for after July 12, 2011 in an amount equal to the Relevant Investor’s pro rata portion of the Group 2 Preference Amount (as such terms are defined in the Bye-laws). For the avoidance of doubt, after a Return of Investment, dividends on vested Restricted Shares shall be paid at the same time that such dividends are paid to other stockholders. If the Participant forfeits any unvested Restricted Shares, the Participant shall also forfeit any payments related to dividends otherwise deliverable in connection with the forfeited Restricted Shares.

Examples of Adjusted Dividend in a sentence

Notwithstanding the foregoing, at any time after a Return of Investment (as defined below) has been achieved, in the event the Company pays a dividend on Shares, the Participant shall be entitled to receive an Adjusted Dividend (as defined below) on the Restricted Shares (the “Specified Shares”) held by the Participant that would have been eligible to receive the dividend but for the fact that such Shares were not vested.
The Adjusted Dividend shall be payable, from time to time, within two and one-half months after all or any portion of the Specified Shares vest pursuant to Section 4(a) or 4(b); provided that under no circumstances shall any such Adjusted Dividend be paid prior to the achievement of a Return on Investment (as defined below).
The Adjusted Dividend shall be payable, from time to time, within two and one-half months after all or any portion of the Specified Shares vest pursuant to Section 4(a); provided that under no circumstances shall any such Adjusted Dividend be paid prior to the achievement of a Return on Investment (as defined below).
The Adjusted Dividend Equivalent Payment shall be payable as soon as practicable following the date on which any RSUs vest pursuant to Section 4(a) or 4(b) (a “Vesting Date”), and in no event more two and one-half months after such Vesting Date; provided that under no circumstances shall any such Adjusted Dividend Equivalent Payment be paid prior to the achievement of a Return on Investment (as defined below).
From and after the Effective Date, any and all determinations required under or with respect to the Certificate of Designation shall use the Adjusted Dividend Rate for the Series A Stock.
Notwithstanding the foregoing, at any time after a Return of Investment (as defined below) has been achieved, in the event the Company pays a dividend on Shares, the Participant shall be entitled to receive an Adjusted Dividend (as defined below) on the Restricted Shares (the “Specified Shares”) held by the Participant; provided that under no circumstances shall any such Adjusted Dividend be paid prior to the achievement of a Return on Investment (as defined below).
Each of Omnicom and Publicis shall provide the other party and its Representatives access to the records of such party related to the calculation of the Omnicom Adjusted Exchange Ratio and the Omnicom Adjusted Dividend and shall cause the personnel of such party to cooperate with the other party in connection with the preparation of the calculation of the Omnicom Adjusted Exchange Ratio and the Omnicom Adjusted Dividend.
If those conditions are satisfied, the percentage of such 120,000 shares to be awarded under this Subsection (c)(2) shall be the same as the Adjusted Dividend Percentage (reduced by the percentage of shares, if any, awarded pursuant to Subsection (c)(1) above).
If the parties are unable to agree on the calculation of the Omnicom Adjusted Exchange Ratio and the Omnicom Adjusted Dividend on the Measurement Date, the parties shall refer to the provisions set forth on Schedule I to resolve such dispute.