Dividend Cap definition

Dividend Cap means, for any fiscal year, 5.0% of the 30-Day VWAP as of the first Trading Day of such fiscal year, as adjusted for customary stock splits or stock dividends during such fiscal year.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Dividend Cap has the meaning set forth in Section 6.4(a)(vii).

Dividend Cap means with respect to any RIC, all of the following that establish or govern the amount of Dividends, redemptions, purchases, payments, distributions or other transfers of property that can be made by such RIC to or for the benefit of any holder of or in respect of any Equity Interest of such RIC: (a) the state insurance code and other statutes and regulations applicable to such RIC, (b) each order or decree of any Insurance Regulator applicable to such RIC or holders of its Equity Interests and (c) each agreement between any Insurance Regulator and such RIC or holders of its Equity Interests.

Examples of Dividend Cap in a sentence

• Notwithstanding anything herein to the contrary, the total dividends and/or other distributions made by Debtor on account of any equity interests in Debtor shall not exceed the Monthly Dividend Cap in any calendar month.

• Subject to the provisions of Section 2(f) below, if the Company chooses to seek to effect the registration contemplated by this Section 2, then the Company need not effect more than two Demand Registrations in total in order for the Company to continue to have the benefit of the Dividend Cap.

• Each time that the Conversion Rate is adjusted by the Issuer pursuant to this Section 14.4 for any reason other than the distribution of any quarterly cash dividends, the Quarterly Dividend Cap shall be adjusted (rounded to the nearest one-ten thousandth of a share) in the same manner as the Conversion Rate is adjusted pursuant to this Section 14.4.

• Dividend Cap fifty percent (50%) of the cumulative net income of the Company (determined as of the date of the most recent regularly prepared income statement of the Company preceding the date the dividend is paid to the Applicable Account), on a per Company Share basis with respect to each of the Pledged Shares for the period commencing January 1, 2017 through and including the date of that income statement.

• For the avoidance of doubt, the Company need not seek to effect the registration contemplated by this Section 2(a) but in such case will not have the continued benefit of the Dividend Cap.

• Upon Debtor’s receipt of the Initial Advance, Debtor shall be permitted to declare and make a one-time dividend in an amount of up to FIVE MILLION AND NO/100 DOLLARS ($5,000,000.00), which shall not count against the Monthly Dividend Cap for the quarter ending DECEMBER 31, 2018.

• Notwithstanding the foregoing, adjustments to the Conversion Price resulting from the distribution of any quarterly cash dividends shall not cause the Conversion Rate to exceed 101.2146 Common Shares per $1,000 principal amount of Notes (the "Quarterly Dividend Cap").

• Notwithstanding anything herein to the contrary, the total dividends and/or other distributions made by Debtor on account of any equity interests in Debtor shall not exceed the [***] Dividend Cap in any calendar [***].

More Definitions of Dividend Cap

Dividend Cap shall have the meaning as provided in subparagraph (a) of Section 4. “Dividend Payment Date” shall have the meaning as provided in subparagraph (a) of Section 4. “Dividend Record Date” shall have the meaning as provided in subparagraph (a) of Section 4. “Excepted Holder” shall have the meaning as provided in the Charter. “Excepted Holder Limit” shall have the meaning as provided in the Charter. “Exchange Act” shall have the meaning as provided in the Charter. “Fundamental Change” shall mean an occurrence of either of the following: (i) the acquisition, directly or indirectly, by any individual or entity or group (as such term is used in Section 13(d)(3) of the Exchange Act) of beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) representing more than 50% of the total voting power of all shares of capital stock of the Corporation entitled to vote generally in the election of the Board of Directors; or (ii) the consummation of any consolidation or merger of the Corporation (or similar transaction) with, or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Corporation and its subsidiaries, taken as a whole, to, one or more Persons other than one or more of the Corporation’s subsidiaries, in each case pursuant to which the Common Shares or other Junior Securities will be converted into, or receive a distribution of the proceeds in, cash, securities or other property, other than pursuant to a transaction in which the Persons that beneficially owned (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, voting stock of the Corporation immediately prior to such transaction beneficially own, directly or indirectly, voting stock representing a majority of the total voting power of all outstanding classes of voting stock of the continuing or surviving Person immediately after the transaction; provided, however, that: (A) the events described in the above clause (ii) shall not be deemed to be a Fundamental Change if the sole purpose of such transaction(s) is for the Corporation to change its domicile and/or to change its form of organization (e.g., from a corporation to a trust); (B) a Fundamental Change otherwise meeting the conditions in the above clauses (i) or (ii) shall not be deemed to have occurred if at least 90% of the consideration received by holders of the Common Shares in the transaction(s) consists of shares of common secur...