Excess Dividend. For any calendar quarter, any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i), Section 11.2(e)(ii)(A) or Section 11.2(e)(ii)(B) of the Equity Definitions or any Extraordinary Dividend) (a “Dividend”) the amount or value of which per Share (as determined by the Calculation Agent), when aggregated with the amount or value (as determined by the Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount. “Extraordinary Dividend” means the per Share cash dividend or distribution, or a portion thereof, declared by Counterparty on the Shares that is classified by the board of directors of Counterparty as an “extraordinary” dividend. Consequences of Excess Dividend: The declaration by the Issuer of any Excess Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period (as defined below) for any Transaction, shall result in a reduction, by the Calculation Agent, to the Maximum Number of Shares for such Transaction as the Calculation Agent determines appropriate to preserve the fair value of such Transaction after taking into account such Excess Dividend. Ordinary Dividend Amount: For each Transaction, as set forth in the related Supplemental Confirmation Method of Adjustment: Calculation Agent Adjustment Exhibit 10.1 Early Ordinary Dividend Payment: If an ex-dividend date for any Dividend that is not an Excess Dividend occurs during any calendar quarter occurring (in whole or in part) during the Relevant Dividend Period (as defined below) for any Transaction and is prior to the Scheduled Ex-Dividend Date for such calendar quarter, the Calculation Agent shall make such adjustment to the exercise, settlement, payment or any other terms of the relevant Transaction as the Calculation Agent determines appropriate to account for the economic effect on such Transaction of such event. Scheduled Ex-Dividend Dates: For each Transaction for each calendar quarter, as set forth in the related Supplemental Confirmation. Relevant Dividend Period: The period from, and including, the Calculation Period Start Date to, and including, the Relevant Dividend Period End Date. Relevant Dividend Period End Date: If Annex A applies, the last day of the Settlement Valuation Period; otherwise, the Termination Date....
Excess Dividend means one or more dividends or distributions payable in cash or Distributed Securities in excess of the Permitted Dividend.
Excess Dividend means with respect to the Shares and any date of determination, any dividend or distribution to existing holder of Shares (other than an Extraordinary Dividend) the amount or value of which per Share (as determined by the Calculation Agent) when aggregated with the amount or value on a per Share basis (as determined by the Calculation Agent) of all previous dividends and distributions (other than Extraordinary Dividends) having an ex-dividend date during the period from and including any Forward Price Reduction Date (as determined by the Calculation Agent on the basis that the Trade Date is a Forward Price Reduction Date for purposes of this clause only) to but excluding the next subsequent Forward Price Reduction Date exceeds the Forward Price Reduction Amount set forth for such period on Schedule I.
Examples of Excess Dividend in a sentence
For the avoidance of doubt, if Party A designates a Termination Settlement Date as a result of an Acceleration Event caused by an Excess Dividend or Extraordinary Dividend of the type described in clause “(b) Dividends and Other Distributions” under the heading “Acceleration Events,” no adjustment(s) shall be made to account for the amount of such Excess Dividend or Extraordinary Dividend.
Excess Dividend Amount: For the avoidance of doubt, all references to the Excess Dividend Amount shall be deleted from Section 9.2(a)(iii) of the Equity Definitions.
Section 9.2(a)(iii) of the Equity Definitions is hereby amended by deleting the words “the Excess Dividend Amount, if any, and”.
Except for delivery of Shares made in connection with the delivery of Initial Shares, each delivery of the Shares shall be made through the relevant Clearance System at the accounts specified by the parties on a free delivery basis, for settlement on the applicable Settlement Date in accordance with Article 9 of the Equity Definitions; provided, however, that in Section 9.2(a)(iii) of the Equity Definitions the words “the Excess Dividend Amount, if any, and” shall be deleted.
For the avoidance of doubt, such Excess Dividend shall not constitute a Potential Adjustment Event.
More Definitions of Excess Dividend
Excess Dividend. For any calendar quarter, any dividend or distribution on the Shares with an ex-dividend date occurring during such calendar quarter (other than any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions or any Extraordinary Dividend) (a “Dividend”) the amount or value of which per Share (as determined by the Calculation Agent), when aggregated with the amount or value (as determined by the Calculation Agent) of any and all previous Dividends with ex-dividend dates occurring in the same calendar quarter, exceeds the Ordinary Dividend Amount. “Extraordinary Dividend” means the per Share cash dividend or distribution, or a portion thereof, declared by Counterparty on the Shares that is classified by the board of directors of Counterparty as an “extraordinary” dividend.
Excess Dividend for a fiscal quarter means: the product of (i) the amount per share of the quarterly cash dividend upon shares of Company Common Stock for such fiscal quarter minus $0.09 and (ii) the number of shares of Company Common Stock issued and outstanding as of the close of business on the record date for determining stockholders entitled to receive such quarterly cash dividend.
Excess Dividend means (a) any Excess Regular Quarterly Dividend and (b) any Special Cash Dividend or Distribution.
Excess Dividend means in respect of any Relevant Dividend, the ex- date in respect of which falls in a Relevant Period, the amount (if any) by which (a) the Fair Market Value of the Relevant Dividend per Ordinary Share or (b) the sum of (i) Fair Market Value of the Relevant Dividend per Ordinary Share and (ii) an amount equal to the aggregate of the Fair Market Value or Values of any other Cash Dividend or Cash Dividends per Ordinary Share, the ex- date in respect of which falls in such Relevant Period, exceeds the Threshold Amount.For the purposes of any such calculation, the provisions of Condition 6(b)(iii) (C) and (D) shall apply.An Additional Interest Amount shall be paid in respect of each Bond where the ex-date in respect of the Relevant Dividend falls on or prior to the Final Maturity Date or any earlier due date for redemption of such Bond and, in respect of a Bond in respect of which Conversion Rights are or shall have been exercised, where the ex-date in respect of the Relevant Dividend falls on or prior to the relevant Conversion Date, unless in such case the record date or other due date for establishment inrespect of the Relevant Dividend falls on or after such Conversion Date with the result that the relevant Bondholder shall be entitled to receive such Relevant Dividend in respect of the Ordinary Shares to be issued on conversion by virtue of Condition 6(i) and shall be paid to holders of the relevant Bonds as shown in the Register at the close of business on the relevant ex-date.Additional Interest Amounts shall be paid to Bondholders by not later than the date on which the Relevant Dividend is to be paid to Shareholders.For the avoidance of doubt, any payment of Additional Interest Amount shall be calculated by reference to the gross amount of the Relevant Dividend and any other Cash Dividend or Cash Dividends, disregarding any withholding or deduction required to be made for or on account of tax, and disregarding any associated tax credit.
Excess Dividend. Any cash dividend or cash distribution in connection with a regularly scheduled dividend declared by the Board of Directors of the Counterparty on the Shares other than (1) any dividend or distribution of the type described in Section 11.2(e)(i) or Section 11.2(e)(ii)(A) of the Equity Definitions (and excluding from the definition of Excess Dividend, for avoidance of doubt, any dividend of any rights to the holder of Shares pursuant to the adoption by the Counterparty of a stockholder rights plan during the term of the Transaction) or (2) any Extraordinary Dividend. “Extraordinary Dividend” means the per Share cash dividend or cash distribution, or a portion thereof, declared by Counterparty on the Shares that is classified by the board of directors of Counterparty as an “extraordinary” dividend. Consequences of Excess Dividend: The declaration by the Issuer of any Excess Dividend, the ex-dividend date for which occurs or is scheduled to occur during the Relevant Dividend Period for any Transaction, shall, at Dealer’s election in its commercially reasonable discretion, either (x) constitute an Additional Termination Event in respect of such Transaction, with Counterparty as the sole Affected Party and such Transaction as the sole Affected Transaction or (y) result in an adjustment, by the Calculation Agent, to the Floor Price as the Calculation Agent determines appropriate to preserve the fair value of such Transaction after taking into account such Excess Dividend (“Excess Dividend Adjustment Election”). Dealer shall provide Counterparty notice of any such Excess Dividend Adjustment Election. Notwithstanding any other provision of this Master Confirmation, the Equity Definitions or the Agreement to the contrary, in calculating any adjustment pursuant to Article 11 of the Equity Definitions or any amount payable in respect of any termination or cancellation of the Transaction pursuant to Article 12 of the Equity Definitions or Section 6 of the Agreement, the Calculation Agent shall not take into account changes to any amounts of cash dividends since the Trade Date. For the avoidance of doubt, if an Early Termination Date occurs in respect of the Transaction, the amount payable pursuant to Section 6 of the Agreement in respect of such Early Termination Date shall be determined without regard to the difference between actual dividends declared and expected dividends as of the Trade Date. Method of Adjustment: Calculation Agent Adjustment Relevant Dividend Pe...
Excess Dividend means the total of that individual’s dividend income in that tax year less
Excess Dividend means in respect of any Relevant Dividend, the ex- date in respect of which falls in a Relevant Period, the amount (if any) by which (a) the Fair Market Value of the Relevant Dividend per Ordinary Share or (b) the sum of (i) Fair Market Value of the Relevant Dividend per Ordinary Share and (ii) an amount equal to the aggregate of the Fair Market Value or Values of any other Cash Dividend or Cash Dividends per Ordinary Share, the ex- date in respect of which falls in such Relevant Period, exceeds the Threshold Amount.