Pre-Closing Dividend Amount definition

Pre-Closing Dividend Amount means an amount equal to the aggregate amount of dividends paid by HLIC to HLI from and after the Accounts Date to the Closing, including the Extraordinary Dividend, but excluding (a) the True-Up Dividend, (b) the $300 million dividend paid by HLIC to HLI in January 2017, (c) the $300 million dividend paid by HLIC to HLI in September 2017, (d) the $800 million dividend paid by HLIC to HLI in October 2017, (e) the transfer by dividend or otherwise of the shares of HIMCO Distribution Services Company, HLA and HFMG to Seller or one of its Affiliates (other than the Acquired Companies) and (f) the transfer by dividend or otherwise of any Excluded Assets to Seller or one of its Affiliates (other than the Acquired Companies).
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Pre-Closing Dividend Amount means the sum of (a) the Accumulated Earnings and Profits Amount plus (B) the Current Earnings and Profits Amount determined as of the Closing Date.
Sample 1
Pre-Closing Dividend Amount means an amount equal to the aggregate amount of dividends paid from and after the date hereof to the Closing from TRLIC to TRLI, then from TRLI to Hopmeadow Acquisition, and then from Hopmeadow Acquisition to the Company, solely to the extent that such aggregate amount of dividends is used to pay a distribution to the LP Unitholders or to redeem certain LP Units from the LP Unitholders from and after the date hereof to the Closing.
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Examples of Pre-Closing Dividend Amount in a sentence

  • If the Pre-Closing Dividend Amount is less than the Specified Pre-Closing Dividend Amount, then the “Dividend Restriction Purchase Price Adjustment,” shall be one-half (1/2) of the amount by which the Specified Pre-Closing Dividend Amount exceeds the Pre-Closing Dividend Amount and such Dividend Restriction Purchase Price Adjustment shall reduce the Purchase Price in accordance with the definition of Purchase Price in Section 2.02.

  • The Closing Statement, the Preliminary Statement, the Final Closing Consideration and all estimates, calculations and re-calculations of the Final Closing Consideration, and all estimates, calculations and re-calculations of the Closing Tangible Book Value, Deferred Payment Amount, Excess Tangible Book Value, Loss Reserves and Pre-Closing Dividend Amount shall be prepared in accordance with the Transaction Accounting Principles set forth on Schedule II (the “Transaction Accounting Principles”).

  • Seller shall, and shall cause HLI, HLIC and XXX to, use reasonable best efforts to take such actions as may be necessary to permit HLIC to pay to HLI prior to the Closing an extraordinary dividend in an amount necessary to cause the Pre-Closing Dividend Amount to be no less than the Minimum Pre-Closing Dividend Amount and no greater than the Specified Pre-Closing Dividend Amount (the “Extraordinary Dividend”).

  • The Pre-Closing Dividend Amount shall be not less than the Minimum Pre-Closing Dividend Amount or greater than the Specified Pre-Closing Dividend Amount.

  • As a result of fee waivers and/or expense reimbursements, Other Expenses of the Institutional Money Market Fund currently are 0.11% of the Fund's average daily net assets.

  • The Pre-Closing Dividend Amount shall be deemed to include any transfers by any Company Group Entity of Intercompany Receivables that remain outstanding as of the date of (and are reflected as assets of the Company Group Entities on) the Closing Statement and are consummated concurrently with Closing pursuant to and in accordance with Section 5.07, excluding in all cases, for the avoidance of doubt the AIG Intercompany Notes.

  • The Pre-Closing Dividend Amount shall be not less than the Minimum Pre-Closing Dividend Amount.

  • If the dividends described in the previous sentence are paid, then the Company shall, immediately prior to the Merger, redeem from each LP Unitholder a pro rata portion of the LP Units held by such LP Unitholder, or otherwise pay a dividend in respect of the LP Units of such LP Unitholder, for an aggregate amount equal to the Pre-Closing Dividend Amount, provided that any LP Unit so redeemed shall be redeemed for an amount equal to the Per LP Unit Redemption Amount.

  • The Seller shall use reasonable best efforts (including making any Governmental Filings) to cause the Company to declare and pay, at least three (3) Business Days prior to the Closing Date, a payment (whether as a dividend or return of capital or surplus, in accordance with applicable Law) to the Seller in cash or in specie (or both) (the “Pre-Closing Dividend”) in an amount equal to the Pre-Closing Dividend Amount.

  • Prior to the Closing, the Company shall use its reasonable best efforts to cause TRLIC to pay a dividend in an amount equal to the Specified Pre-Closing Dividend Amount to TRLI.


More Definitions of Pre-Closing Dividend Amount

Pre-Closing Dividend Amount means the value as of the date such dividend(s) is made, of the assets, cash or securities constituting the dividend pursuant to Section 5.12, determined in accordance with Transaction Accounting Principles.
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Pre-Closing Dividend Amount means the smallest amount necessary to cause the amount referred to in Section 1.2(a)(ii) to be zero (but not less than zero).
Sample 1
Pre-Closing Dividend Amount means $139,000,000.
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Related to Pre-Closing Dividend Amount

  • Dividend Amount means, with respect to any date on which the Company pays a dividend on its outstanding Common Stock, the amount of such dividend that is paid per share of Common Stock multiplied by (x) the Purchase Amount divided by (y) the Liquidity Price (treating the dividend date as a Liquidity Event solely for purposes of calculating such Liquidity Price).

  • Ex-Dividend Date means the first date on which shares of the Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive the issuance, dividend or distribution in question, from the Company or, if applicable, from the seller of Common Stock on such exchange or market (in the form of due bills or otherwise) as determined by such exchange or market.

  • Initial Dividend Rate means, with respect to a series of APS, the rate per annum applicable to the Initial Dividend Period for such series of APS.

  • Initial Dividend Payment Date means the Initial Dividend Payment Date as determined by the Board of Directors of the Corporation with respect to the AMPS or Other AMPS, as the case may be.

  • Final Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency determined by the Calculation Agent equal to the Notional Amount multiplied by:

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Class A Ordinary Share Value means, as of the close of business on the day preceding the date, the volume weighted average trading price of the Class A Ordinary Shares on all trading platforms or trading systems on which the Class A Ordinary Shares are being traded over the forty-five (45) trading days then ended, provided, that if the total aggregate trading volume over such 45-trading-day period is less than 5% of the public float, such period shall be extended to the ninety (90) trading days then ended, provided, further, if the total aggregate trading volume over such 90-trading-day period is less than 5% of the public float, the holder of the Class B Ordinary Shares shall request that the Board obtain an appraisal of the value of the Class A Ordinary Shares from one or more independent nationally-recognized third party appraisal companies and such appraisal shall constitute the Class A Ordinary Share Value.

  • Final Preference Share Redemption Date means the date that falls twenty Business Days following the Valuation Date on which the Calculation Agent has determined the Final Preference Share Redemption Amount or, if earlier, the first Auto-Call Valuation Date on which an Auto-Call Trigger Event has occurred.

  • Early Preference Share Valuation Date means the date specified as such in the relevant Early Preference Share Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Early Preference Share Redemption Notice is given. The Early Preference Share Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.

  • Early Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency calculated by the Calculation Agent as the fair market value (calculated without taking into account the creditworthiness of the Company) of a Preference Share as of the Early Preference Share Valuation Date taking into account such factor(s) as the Calculation Agent determines appropriate, including, but not limited to, the relevant Early Preference Share Redemption Event after deducting any Associated Costs (to the extent not already reflected in such fair market value).

  • Preferred Stock Dividends means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.

  • Preferred Dividends means, with respect to any Person, dividends or other distributions which are payable to holders of any Equity Interests in such Person which entitle the holders of such Equity Interests to be paid on a preferred basis prior to dividends or other distributions to the holders of other types of Equity Interests in such Person.

  • Initial Dividend Period means the dividend period commencing on the Issue Date and ending on the first Dividend Payment Date to occur thereafter.

  • Special Dividend Period means a Dividend Period consisting of (i) a specified number of days (other than seven), evenly divisible by seven and not fewer than seven nor more than 364 or (ii) a specified period of one whole year or more but not greater than five years (in each case subject to adjustment as provided in paragraph 2(b)(i)).

  • Special Dividend means any special or abnormal dividend or distribution in respect of securities (including a distribution of income or capital) and includes a dividend or distribution described by the entity declaring that dividend or distribution as:

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).

  • Early Preference Share Redemption Date means the day falling ten Business Days after the Early Preference Share Valuation Date.

  • Accrued Dividends means, with respect to any share of Preferred Stock, as of any date, the accrued and unpaid dividends on such share from and including the most recent Dividend Payment Date (or the Issue Date, if such date is prior to the first Dividend Payment Date) to but not including such date.

  • Applicable Dividend Rate means (i) during the period from the Original Issue Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 5% per annum and (ii) from and after the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 9% per annum.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Cash Payment has the meaning set forth in Section 2.2(b).

  • Dividend Date means, in respect of a Preference Share, a date specified in the Issue Resolution on which a Dividend in respect of that Preference Share is payable.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Ex-Dividend Time means, with respect to any distribution on shares of Common Stock, the first date on which the shares of Common Stock trade regular way on the principal securities market on which the shares of Common Stock are then traded without the right to receive such distribution.