Common use of Current Distributions Clause in Contracts

Current Distributions. Except as otherwise provided in Section 10.2, once per Fiscal Year, BOX Holdings shall make a distribution to the Members. Such distribution shall be equal to 80% of Free Cash Flow, except as limited by applicable Law, including for regulatory and compliance purposes. In addition, another 15% of such Free Cash Flow shall be included in such distribution, except to the extent the Board determines that any portion thereof is (i) required for the operations of BOX Holdings and its subsidiaries, which shall be reflected on the annual budget for the next Fiscal Year, (ii) required for payment of liabilities or expenses of BOX Holdings, or (iii) required as a reserve to make reasonable provision to pay other claims and obligations then known to, or reasonably anticipated by, BOX Options or BOX Holdings. Each such distribution shall be made within ninety (90) calendar days after the end of the applicable Measurement Year; provided that in the event of any dispute with respect to the amount of Free Cash Flow for the applicable Measurement Year, such distribution shall take place on the later of ninety (90) calendar days after the end of the applicable Measurement Year and five (5) Business Days following the resolution of such dispute. The record date of each such distribution shall be the last calendar day of the Fiscal Year for which the distribution is made. When, as and if declared by the Board, BOX Holdings shall make such cash distribution to each Member pro rata in accordance with the number of Units held by each Member, which shall be determined by multiplying the aggregate distribution amount by such Member’s Percentage Interest on the record date; provided, however, that the distribution formula shall be adjusted as provided in the Members Agreement.

Current Distributions. Except as otherwise provided in Section 10.2, once per Fiscal Year, BOX Holdings shall make a distribution to the Members. Such distribution shall be equal to 80% of Free Cash Flow, except as limited by applicable Law, including for regulatory and compliance purposes. In addition, another 15% of such Free Cash Flow shall be included in such distribution, except to the extent the Board determines that any portion thereof is (i) required for the operations of BOX Holdings and its subsidiaries, which shall be reflected on the annual budget for the next Fiscal Year, (ii) required for payment of liabilities or expenses of BOX Holdings, or (iii) required as a reserve to make reasonable provision to pay other claims and obligations then known to, or reasonably anticipated by, BOX Options or BOX Holdings. Each such distribution shall be made within ninety (90) calendar days after the end of the applicable Measurement Year; provided that in the event of any dispute with respect to the amount of Free Cash Flow for the applicable Measurement Year, such distribution shall take place on the later of ninety (90) calendar days after the end of the applicable Measurement Year and five (5) Business Days following the resolution of such dispute. The record date of each such distribution shall be the last calendar day of the Fiscal Year for which the distribution is made. When, as and if declared by the Board, BOX Holdings shall make such cash distribution to each Member pro rata in accordance with the number of Units held by each Member, which shall be determined by multiplying the aggregate distribution amount by such Member’s Percentage Interest on the record date; provided, however, that the distribution formula shall be adjusted as provided in the Members AgreementAgreement [if at any time and from time to time the Board determines that BOX Holdings has cash that is not required for the operations of BOX Holdings, the payment of liabilities or expenses of BOX Holdings, or the setting aside of reserves to meet the anticipated cash needs of BOX Holdings (“Distributable Cash”), then BOX Holdings shall make cash distributions to its Members in the following manner and priority:]. (a) First, within ten (10) days after the end of each fiscal quarter, BOX Holdings shall make distributions (“Tax Distributions”) to the Members of their respective Tax Amounts for such fiscal quarter (or, in the event that Distributable Cash is less than the total of all such Tax Amounts, BOX Holdings shall distribute the Distributable Cash in proportion to such Tax Amounts). If after the end of any fiscal year it is determined that a Member’s Tax Amount for the fiscal year exceeds the sum of the Tax Distributions made to the Member hereunder and the distributions made to such Member under Section 8.1(b) for such fiscal year (any such excess, a “Shortfall Amount”), then BOX Holdings shall, on or before the 75th day of the next fiscal year, make an additional Tax Distribution to the Members of their respective Shortfall Amounts (or, in the event that Distributable Cash is less than the total of all such Shortfall Amounts, BOX Holdings shall distribute the Distributable Cash in proportion to such Shortfall Amounts). If the aggregate Tax Distributions to any Member pursuant to this Section 8.1(a) for a fiscal year exceed the Member’s Tax Amount for such fiscal year, such excess shall be deducted from the Member’s Tax Amount when calculating the Tax Distributions to be made to such Member for each subsequent fiscal year until the excess has been fully accounted for. All Tax Distributions to a Member shall be treated as advances against any subsequent distributions to be made to such Member under Section 8.1(b) or Section 10.2. Subsequent distributions made to the Member pursuant to Section 8.1(b) and Section 10.2 shall be adjusted so that when aggregated with all prior distributions to the Member pursuant to those provisions, and with all prior Tax Distributions to the Member, the amount distributed shall be equal, as nearly as possible, to the aggregate amount that would have been distributable to such Member pursuant to Section 8.1(b) and Section 10.2 if this Agreement contained no provision for Tax Distributions. Distributions made pursuant to this Section 8.1(a) to a Class B Member shall be treated as made with respect to its Class B Units (and thus shall reduce such Member’s Class B Sub-Account) to the extent that such Member’s Class B Sub-Account balance (determined as of the date of distribution) exceeds the Class B Purchase Price of such Member’s Class B Units.] (b) Second, when, as and if declared by the Board, BOX Holdings shall make cash distributions to each of the Class A Members and Class B Members pro rata in accordance with the relative fair market value of each Class A Unit and Class B Unit held by each Class A Member and Class B Member, respectively, which shall be determined by assuming that the Class B Unit was converted into a Class A Unit immediately prior to such distribution pursuant to Section 2.5(d), provided, however, that no distribution shall be made to a Class B Member pursuant to this Section 8.1(b) to the extent it would reduce such Member’s Class B Sub- Account below zero.]