The Special Dividend. Upon the terms and subject to the conditions set forth herein, on or prior to the Closing Date, and prior to the other Transactions contemplated by Section 2.3, Emergent and PJC shall in good faith determine and negotiate the terms and documents, each of which shall be reasonably acceptable to Emergent, PJC and the White Eagle Lenders, pursuant to which Emergent would (a) cause Lamington Road to pay the Special Dividend, (b) cause the proceeds of the Special Dividend to be paid over to Emergent and (c) use the proceeds of the Special Dividend (i) to repay Indebtedness under the Senior Note Indenture, (ii) to fund reserves maintained by Emergent and its Subsidiaries or (iii) for general corporate purposes, including the funding of growth.
The Special Dividend. Immediately before the initial sale of Atlas Common Stock in the IPO, Atlas shall declare a special dividend to the then sole stockholder of Atlas in an amount equal to the net proceeds of the IPO less intercompany debt owed to RAI or its Affiliates plus the net proceeds of the exercise of the underwriters' overallotment option.
The Special Dividend. Upon the terms and subject to the conditions set forth herein, on or prior to the Closing Date, and prior to the other Transactions contemplated by
The Special Dividend. Under the terms of the merger agreement, holders of record of Livongo common stock as of a record date immediately prior to the effective time will be paid the special dividend, a one-time special cash dividend of $7.09 per share. The special dividend is intended to be treated, and will be reported by Livongo, as a distribution by Livongo within the meaning of Section 301 of the Code and not as consideration paid for Livongo common stock in the merger. Assuming this intended treatment is respected, the special dividend will be treated as a dividend for U.S. federal income tax purposes to the extent paid out of current or accumulated earnings and profits of Livongo. To the extent that the amount of the dividend exceeds Livongo’s current and accumulated earnings and profits, the excess will first be treated as a tax-free return of capital, causing a reduction in the holder’s adjusted basis in its Livongo common stock. If such basis is reduced to zero, any remaining portion of the special dividend will be taxed as capital gain. It is possible that the IRS would disagree with the characterization of the special dividend as a distribution by Xxxxxxx and instead seek to characterize the special dividend as merger consideration paid by Teladoc in exchange for a portion of Livongo common stock in the merger. If this characterization were to be sustained, a holder of Livongo common stock would recognize gain on the special dividend as though it were cash consideration received in the merger, as described above. You should read the section entitled “U.S. Federal Income Tax Considerations” beginning on page 182 for a more complete discussion of the U.S. federal income tax considerations related to the merger and special dividend. Comparison of Stockholders’ Rights (Page 187) Upon completion of the merger, Livongo stockholders receiving shares of Teladoc common stock will become stockholders of the combined company, and their rights will be governed by Delaware law and the governing corporate documents of the combined company in effect at the effective time. Livongo stockholders will have different rights once they become stockholders of the combined company due to differences between the governing corporate documents of Livongo and the proposed governing corporate documents of the combined company. These differences are described in more detail under the section entitled “Comparison of Stockholders’ Rights” beginning on page 187.
The Special Dividend. Under the terms of the merger agreement, holders of record of Livongo common stock as of a record date immediately prior to the effective time will be paid the special dividend, a one-time special cash dividend of
