PRE-CLOSING DIVIDEND. On or before the Closing Date, the Reorganizing Fund shall have declared and paid to its shareholders of record a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing all of the Reorganizing Fund’s investment company taxable income (computed without regard to any deduction for dividends paid), if any, plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable periods or years ending on or before the Closing Date, and all of its net capital gains realized (after reduction for any capital loss carry forward), if any, in all taxable periods or years ending on or before the Closing Date.
PRE-CLOSING DIVIDEND. On or before the Effective Time, the Acquired Fund shall have declared and paid to its shareholders of record a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing all of the Acquired Fund’s investment company taxable income (computed without regard to any deduction for dividends paid), if any, plus the excess, if any, of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all taxable years ending on or before the Effective Time, and all of its net capital gains realized (after reduction for any capital loss carry forward), if any, in all taxable years ending on or before the Effective Time.
PRE-CLOSING DIVIDEND. (a) Seller shall cause Xxxxxx Xxxxxx to (i) apply to FINRA for a Pre-Closing Dividend of up to $250 million in cash to be paid on or prior to the Closing Date and (ii) use its reasonable best efforts to have the Pre-Closing Dividend approved as promptly as possible.
PRE-CLOSING DIVIDEND. The Pre-Closing Dividend shall have been paid.
PRE-CLOSING DIVIDEND. Prior to Closing, the Company shall declare a dividend on its Shares outstanding as of immediately prior to the Closing Date in an aggregate amount in cash of $56,000,000.00 (“Pre-Closing Dividend”). Such Pre-Closing Dividend shall be paid immediately following the Closing.
PRE-CLOSING DIVIDEND. On or prior to the date of this Agreement, the Company’s board of directors has (i) duly authorized and declared a cash dividend in an amount equal to $5.00 per share of Company Common Stock (the “Pre-Closing Dividend”), which dividend is payable on March 24, 2021 (the “Dividend Payment Date”), to each stockholder of record of Company Common Stock as of the close of business on March 10, 2021 (the “Pre-Closing Dividend Record Date”), and (ii) authorized and approved, in accordance with the terms of the Company Convertible Notes Indenture, the participation of all holders of Company Convertible Notes as of the Pre-Closing Dividend Record Date in the Pre-Closing Dividend, at the same time and upon the same terms as holders of the Company Common Stock and solely as a result of holding the Company Convertible Notes, without having to convert their Company Convertible Notes, as if such holders of Company Convertible Notes held a number of shares of Company Common Stock equal to the Conversion Rate (as such term is defined in the Company Convertible Notes Indenture) multiplied by the principal amount (expressed in thousands) of Company Convertible Notes held by such holder. No other dividend or other distribution has been declared on the Company Common Stock with a record date or payment date on or after the date of this Agreement. The Company has taken all necessary actions in accordance with the terms of the Company Convertible Notes Indenture to avoid any adjustment of the Conversion Rate as a result of the Pre-Closing Dividend.
PRE-CLOSING DIVIDEND. Promptly following the final determination of Net Cash as of the Determination Date pursuant to Section 1.6, and in any event, prior to the Closing, Tigris shall take all actions reasonably necessary to dividend (the “Pre-Closing Dividend”) to its stockholders (a) the excess, if any, of such Net Cash amount over $14,491,250 (the “Minimum Cash Amount”) and (b) those assets and rights described on Schedule C hereto (the amounts and rights set forth in clauses (a) and (b), the “Pre-Closing Dividend Assets”). Prior to the Closing, Tigris shall also take all other actions described on Schedule C hereto.
PRE-CLOSING DIVIDEND. “Pre-Closing Dividend” shall have the meaning set forth in Section 5.16.
PRE-CLOSING DIVIDEND. The Borrower will at all times use, or cause to be used, the proceeds of the Dividend, and the proceeds of the dividend described in Section 6.5, either (i) to be held by the Borrower as Cash on Hand which is held in the Deposit Account or one or more Securities Accounts, (ii) invested by the Borrower pursuant to and in accordance with Section 7.4(g) or (iii) a combination of the immediately foregoing clauses (i) and (ii). Notwithstanding the foregoing, in the event that the sum of (x) Cash on Hand which is held in the Deposit Account or one or more Securities Accounts plus (y) the Investments made by the Borrower pursuant to Section 7.4(g) is less than $50,000,000, then PJ&Co shall be required to have the legal right and ability (without the consent or approval of any Governmental Authority or the consent of any other Person) to provide an advance to the Borrower in an amount up to 10% of its Regulatory Net Capital (exclusive of the Dividend) such that the sum of (x) Cash on Hand which is held in the Deposit Account or one or more Securities Accounts plus (y) the Investments made by the Borrower pursuant to Section 7.4(g) plus (z) the amount of such Regulatory Net Capital available to be advanced or otherwise distributed by PJ&Co to the Borrower shall not be less than $55,000,000 (with at least $40,000,000 of such amount required to be (1) Cash on Hand which is held in the Deposit Account or one or more Securities Accounts and/or (2) Investments permitted by Section 7.4(g) which are subject to the Administrative Agent’s Lien pursuant to the Guaranty and Pledge Agreement). The Borrower will cause all Cash on Hand described in clause (i) above or used in the calculations in the previous sentence at all times to be deposited and held in either (A) the Deposit Account and subject to a Deposit Account Control Agreement or (B) one or more Securities Account which are subject to a Securities Account Control Agreement.
PRE-CLOSING DIVIDEND. The Partnership and the Company shall declare a dividend/distribution payable to holders of Partnership LP Units (including all LTIP Units) and Company Common Stock, respectively, the record date for which shall be the close of business on the last Business Day prior to the Company Merger Effective Time. The per share amount of such dividend on Company Common Stock (and corresponding per Partnership LP Unit distribution) shall be an amount equal to the Company’s most recent quarterly dividend rate, multiplied by the number of days elapsed since the last dividend record date through and including the day prior to the day on which the Company Merger Effective Time occurs, and divided by the actual number of days in the calendar quarter in which such dividend/distribution is declared.
