Definition of Pre-Closing Dividend


Pre-Closing Dividend means a cash dividend that, subject to compliance with applicable laws, the Board of Directors of Company will be permitted to declare on Company Common Stock, to be paid immediately prior to the Effective Time.

Examples of Pre-Closing Dividend in a sentence

A Pre-Closing Dividend Right is the right to receive a cash payment equal to the Per Share Pre-Closing Dividend (multiplied, in the case of Company RSUs and Company PSUs, by the number of shares of Company Common Stock subject to such Company RSU or Company PSU, determined in accordance with Section 2.4(c) or Section 2.4(d), as applicable).
At the Effective Time, each outstanding share of restricted stock (a Company Restricted Share) granted under the Stock Plan shall, automatically and without any action on the part of the holder thereof, cease to represent a restricted share of Company Common Stock and shall be converted into (i) a number of restricted shares of Parent Common Stock (each, a Parent Restricted Share) equal to the Exchange Ratio (rounded to the nearest whole number) and (ii) a Pre-Closing Dividend Right.
At the Effective Time, each outstanding restricted stock unit (a Company RSU) granted under the Stock Plan, whether vested or unvested, shall, automatically and without any action on the part of the holder thereof, cease to represent a restricted stock unit denominated in shares of Company Common Stock and shall be converted into (i) a restricted stock unit denominated in shares of Parent Common Stock (a Parent Stock-Based RSU) and (ii) a Pre-Closing Dividend Right.
Except as specifically provided above, following the Effective Time, each such Parent Stock-Based RSU and Pre-Closing Dividend Right shall continue to be governed by the same terms and conditions as were applicable to the applicable Company PSU immediately prior to the Effective Time, except that performance-based vesting conditions will no longer apply to such Parent Stock-Based RSU and Pre-Closing Dividend Right.
At the Effective Time, each outstanding performance stock unit (a Company PSU) under the Stock Plan, whether vested or unvested, shall, automatically and without any action on the part of the holder thereof, cease to represent a performance stock unit denominated in shares of Company Common Stock and shall be converted into (i) a Parent Stock-Based RSU and (ii) a Pre-Closing Dividend Right.