SLAL Deemed Dividend definition

SLAL Deemed Dividend means the dividend that will be deemed to be paid by SCDA under Part XIV of the ITA as a result of SCDA ceasing to be a “qualified related corporation” (within the meaning of Part XIV of the ITA) of the Parent or its Affiliates at Closing, which the Seller has determined to be [Redacted amount](provided that, for greater certainty, such determination shall not limit any claim of the Purchaser for indemnification under Section 7.1(iii) or 7.12 in the event the SLAL Deemed Dividend is determined to be a higher amount).
Sample 1

Examples of SLAL Deemed Dividend in a sentence

  • Notwithstanding any other provision of this Agreement, the Purchaser shall not be entitled to indemnification under Section 7.1 in connection with any SLAL Deemed Dividend Tax, or any related interest, penalties or costs, if the Purchaser seeks recovery of any such Tax pursuant to a right of recovery under the ITA or any analogous provincial provision.

  • The Seller agrees to pay on behalf of SLAL, out of the funds directed to the Seller by SLAL under Section 4.2(l)(Closing Deliveries of Seller), an amount equal to [Redacted amount](the “Directed Amount”), being [Redacted amount] of the SLAL Deemed Dividend, in the manner provided for in Section 4.2(l)(Closing Deliveries of the Seller), Section 4.3(b)(Closing Deliveries of the Purchaser) and Section 4.4(Tax Remittance), on account of SLAL’s obligation to pay the SLAL Deemed Dividend Tax.

Related to SLAL Deemed Dividend

  • 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.

  • 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.

  • Annual Fixed Dividend Rate means, for any Subsequent Fixed Rate Period, the annual rate (expressed as a percentage rate rounded down to the nearest one hundred-thousandth of one percent (with 0.000005% being rounded up)) equal to the sum of the Government of Canada Yield on the applicable Fixed Rate Calculation Date plus 2.16%.

  • Accumulated Dividends means, with respect to any share of Preferred Stock, as of any date, the aggregate accumulated and unpaid dividends on such share from the Issue Date until the most recent Dividend Payment Date on or prior to such date. There shall be no Accumulated Dividends with respect to any share of Preferred Stock prior to the first Dividend Payment Date.

  • 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.

  • 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).

  • Floating Quarterly Dividend Rate means, for any Quarterly Floating Rate Period, the rate of interest (expressed as a percentage rate rounded down to the nearest one hundred-thousandth of one percent (with 0.000005% being rounded up)) equal to the sum of the T-Bill Rate on the applicable Floating Rate Calculation Date plus 1.60% (calculated on the basis of the actual number of days elapsed in such Quarterly Floating Rate Period divided by 365).

  • Deemed Dividend Problem means, with respect to any Foreign Subsidiary, such Foreign Subsidiary’s accumulated and undistributed earnings and profits being deemed to be repatriated to the Borrower or the applicable parent Domestic Subsidiary under Section 956 of the Code and the effect of such repatriation causing materially adverse tax consequences to the Borrower or such parent Domestic Subsidiary, in each case as determined by the Borrower in its commercially reasonable judgment acting in good faith and in consultation with its legal and tax advisors.

  • 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.

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

  • 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 Event means the event that occurs if:

  • Regular Dividend means USD 0.20 per Share per quarter. Upon any adjustment to the “Initial Dividend Threshold” (as defined in the Indenture) for the Convertible Notes pursuant to the Indenture, the Calculation Agent will make a corresponding adjustment to the Regular Dividend for the Transaction.

  • 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.

  • 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.

  • Stock Dividend has the meaning set forth in Section 5(a)(i)(A).

  • Fixed Conversion Price shall have the meaning set forth in Section 4(b).

  • 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:

  • 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).

  • Extraordinary Dividend means any cash dividend or distribution (or portion thereof) that the Calculation Agent determines, in its sole discretion, is extraordinary or special; and

  • 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.

  • Permitted Dividend has the meaning provided in Section 6.1(d).

  • 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.

  • 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:

  • Dividend Record Date has the meaning set forth in Section 3(a).

  • Dividend Rate has the meaning set forth in the Statement.