Pre-Closing Dividends definition

Pre-Closing Dividends means dividends paid or to be paid by the Company to AMR after the date hereof and prior to the Closing in the aggregate amount consistent with Section 7.4(b)(v).
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Pre-Closing Dividends means the cash, stock, bonds, securities or other assets distributed by, as applicable, Citation to Parent and/or Physicians Insurance to PICO Investment, prior to the Closing.
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Pre-Closing Dividends has the meaning set forth in Section 4.13.
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Examples of Pre-Closing Dividends in a sentence

  • Accordingly, we think a more holistic solution – one that applies irrespective of the size of the Pre-Closing Dividends – is appropriate.

  • Where the amount of the Pre-Closing Dividends is sizeable relative to the total opportunity for gain or profit in respect of the shares, it might be possible to argue that the share purchase agreement does not transfer all or substantially all of the opportunity for gain or profit in respect of the shares to the purchaser.

  • Finally, we have considered whether it might be argued that Pre-Closing Dividends are not received “as part” of the SEA.

  • However, the various arrangements that give effect to the share transfer (whether private agreement, takeover bid or plan of arrangement) will specifically contemplate, and permit, the payment of the Pre-Closing Dividends.

  • In addition, Pre-Closing Dividends could include regularly scheduled dividends where the dividend payment date happens to fall between the signing date and the closing date.

  • Again, because the planning which gives rise to Pre-Closing Dividends is wholly unrelated to the tax or legal status of the purchaser, we believe a more appropriate solution is one that applies whether or not the purchaser is (or has agreed to sell the shares to) a “tax-indifferent investor”.

  • We would also note that there may be some uncertainty with the interpretation of this provision in such a situation (i.e. whether the purchaser’s risk/opportunity should include the Pre-Closing Dividend); in addition, it is not clear that the “substantially all” threshold invites only a mechanical comparison of the quantum of the Pre-Closing Dividends to the purchase price.

  • First, in any particular case, the Pre-Closing Dividends may or may not be significant in relation to the purchase price.4 It seems fundamentally inappropriate that the outcome should depend on the relative size of the dividends.

  • The following table summarizes yearly cash inflows and outflows: CASH FLOWS FROM OPERATING ACTIVITIESCash flows from operating activities after taking into effect changes in working capital items for the quarter ended June 30, 2014 were $148.5 million, compared to $195.4 million for the quarter ended June 30, 2013.Changes in non-cash working capital items for the year ended June 30, 2014 were cash inflows of $3.7 million compared to outflows of $44.5 million for 2013.

  • Transaction Structure; Pre-Closing Dividends Concurrently with the merger closing, DouYu will acquire Penguin for US$500 million in cash.

Related to Pre-Closing Dividends

  • 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 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.

  • 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.

  • 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.

  • Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.0001 per share.

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • 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.

  • Series C Preferred Units means the series of Partnership Units representing units of Limited Partnership Interest designated as the 8 5/8% Series C Cumulative Redeemable Preferred Units, with the designations, preferences and other rights set forth in Attachment C hereto.

  • Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 per share.

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • 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).

  • Existing Preferred Stock means, collectively, the outstanding shares of the Series E 6% Convertible Preferred Stock of the Corporation.

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Dividend Shares means the shares of Common Stock issuable in payment of dividends payable on the Preferred Shares in accordance with the terms of the Certificate of Designation.

  • Series C Preferred Stock means shares of the Company’s Series C Preferred Stock, par value $0.0001 per share.

  • Series E Preferred Stock means shares of the Company’s Series E Preferred Stock, par value $0.0001 per share.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.

  • Series H Preferred Stock means shares of the Company’s Series H Preferred Stock, par value $0.0001 per share.