Distribution Events Clause Samples
The 'Distribution Events' clause defines the specific circumstances or occurrences that trigger the distribution of assets, funds, or benefits under an agreement. Typically, this clause outlines what constitutes a distribution event, such as the sale of a company, liquidation, or achievement of certain milestones, and details the process for allocating proceeds among stakeholders. Its core practical function is to provide clarity and predictability regarding when and how distributions will occur, thereby reducing disputes and ensuring all parties understand their entitlements in various scenarios.
Distribution Events. Participants may elect the following payment events and the associated form or forms of payment. If multiple events are selected, the earliest to occur will trigger payment. For installments, insert the range of available periods (e.g., 5-15) or insert the periods available (e.g., 5,7,9).
Distribution Events. (i) Subject to Section 15(l) of the Plan, distribution of the vested portion of the Participant’s Company Contribution Account shall commence on the fifth day of the month following the later to occur of the Participant’s attainment of age 65 or the Participant’s Separation from Service other than due to the Participant’s Disability or death.
(ii) Notwithstanding Section 4(a)(i) above, in the event of the Participant’s Disability or death, distribution of the vested portion of the Participant’s Company Contribution Account shall commence on the fifth day of the month following such Disability or death.
Distribution Events. (a) Upon the occurrence of a Mandatory Distribution Event (as defined in Section 5(b)), the value of the Account as of the date of such Mandatory Distribution Event shall be paid in whole to Executive at the election of the Company (i) in cash, (ii) in shares of Company capital stock, or (iii) a combination of cash or shares of Company capital stock, in each case having a Fair Market Value equal to the value of the Account as of the date of such Mandatory Distribution Event. Upon the occurrence of a Special Distribution Event, the Executive shall be distributed shares of Company capital stock having a Fair Market Value equal to the lesser of the Applicable Value (as defined in Section 5(c)) and the value of the Account as of the date of such Special Distribution Event. In addition, at any time on or following the effective date of Executive's termination of employment, the Company shall have the right, in its sole and absolute discretion, to distribute the value of the Account, in whole or in part (a "Permissive Distribution Event" and, together with a Mandatory Distribution Event and a Special Distribution Event, a "Distribution Event"), at the election of the Company (i) in cash, (ii) in shares of Company capital stock, or (iii) a combination of cash or shares of Company capital stock, in each case having a Fair Market Value equal to the value of the Account (or portion thereof being distributed) as of the date of such Permissive Distribution Event, PROVIDED, that after giving effect to the distribution and the election, the Tax Liability Condition (as defined in Section 5(c)) for the Permissive Distribution Event would be satisfied with respect thereto. Except as necessary to satisfy the Tax Liability Condition, the shares distributed in connection with a Mandatory Distribution Event or a Permissive Distribution Event need not be Marketable Securities (as defined in Section 5(d)).
(b) The first to occur of the following events shall constitute a Mandatory Distribution Event:
(i) The earliest date following the closing of an Initial Public Offering (as such term is defined in Section 6(e)) upon which all underwriter lock-up arrangements applicable to Executive, if any, shall have expired; PROVIDED, that after giving effect to the distribution and the election referred to in Section 5(a), the Tax Liability Condition (as defined below) for the Mandatory Distribution Event would be satisfied with respect thereto;
(ii) The occurrence of a Change in Control (...
Distribution Events. The Benefit shall be paid to the Executive or the Executive's Beneficiary upon the following events: o If the Executive's employment is terminated on or after the Benefit Distribution Date, the Executive shall be entitled to payment of Four Thousand Six Hundred Sixty-Six Dollars and 67 Cents ($4,666.67) per month for 120 monthly installments, unless another equivalent form of distribution is selected by the Board of Directors in its sole discretion. Payment will begin as soon as practicable following the Executive's termination of employment. o If the Executive's employment is terminated by reason of his death or if the Executive's death occurs after a Distribution Event but before full payment of the Benefit has been made to the Executive, the Beneficiary shall be entitled to the continuation of monthly installments of Four Thousand Six Hundred Sixty-Six Dollars and 67 Cents ($4,666.67) per month, so that a total of 120 such installments are paid to the Executive and the Executive's Beneficiary, unless another equivalent form of distribution is selected by the Board of Directors in its sole discretion. Payment to the Beneficiary will begin (or continue to the Beneficiary) as soon as practicable following the Executive's death. o If the Executive becomes Disabled before reaching his Benefit Distribution Date and while in the employ of First Charter, the Executive shall be entitled to payment of Four Thousand Six Hundred Sixty-Six Dollars and 67 Cents ($4,666.67) per month for 120 monthly installments, unless another equivalent form of distribution is selected by the Board of Directors in its sole discretion. Payment will begin as soon as practicable following the date the Executive becomes Disabled. o If the Executive's employment is terminated before the Executive attains his Benefit Distribution Date for any reason other than the Executive's death or if the Executive becomes Disabled, the Executive shall be entitled to payment of the vested portion of the Benefit in 120 equal monthly installments in the amount indicated in Section 3.2, unless another equivalent form of distribution is selected by the Board of Directors in its sole discretion. Payment will begin as soon as practicable following the date the Executive's termination of employment.
Distribution Events. Participants may elect the following payment events and the associated form or forms of payment. If multiple events are selected, the earliest to occur will trigger payment. For installments, insert the range of available periods (e.g., 5-15) or insert the periods available (e.g., 5,7,9).
(i) þ Specified Date þ 2 — 15 years
(ii) o Specified Age years
(iii) o Separation from Service o years
(iv) þ Separation from Service plus 6 months þ 2 — 15 years
(v) o Separation from Service plus months [not to exceed months] years
(vi) o Retirement years
(vii) o Retirement plus 6 months years
(viii) o Retirement plus months [not to exceed months] years
(ix) o Later of Separation from Service or Specified Age years
(x) o Later of Separation from Service or Specified Date years
(xi) o Disability years
(xii) o Death years
(xiii) o Change in Control years The minimum deferral period for Specified Date or Specified Age event shall be two years. Installments may be paid [select each that applies] o Monthly o Quarterly þ Annually
Distribution Events. The Custodian shall have no responsibility for making distribution from the Custodial Account prior to receipt of an executed distribution election form, which shall be in such form and completed in such manner as the Custodian may prescribe. Distribution from the Employee's Custodial Account shall not be made prior to the date on which one of the following events has occurred:
Distribution Events. In addition to permitting distributions after a Participant’s Severance from Employment, or in accordance with Article VIII and Section 12.16 of the Plan, a Participant may also elect to receive a distribution in the following situations (check all that apply):
(1) Elective Deferrals Account and ▇▇▇▇ Elective Deferrals Account (including Catch-Up Contributions and ▇▇▇▇ Catch-Up Contributions):
(i) Age 59.5. A Participant may receive a distribution when he or she reaches age 59.5. X
Distribution Events. 5.1. At any time or times prior to the termination hereof, GoAmerica may make claims against the Escrow Shares for amounts due for indemnification under the Purchase Agreement. If, after final determination of liability on a claim in accordance with the procedures set forth in Section 8.2 of the Purchase Agreement, any of the GoAmerica Indemnitees shall have any claim of indemnification for Indemnifiable Losses pursuant to the Purchase Agreement, GoAmerica shall promptly (a) give formal written notice thereof to Flash and the Escrow Agent, which notice shall include the aggregate dollar amount of the Indemnifiable Losses and a brief description of the facts upon which the claim is based, and (b) provide the Escrow Agent and Flash with a calculation pursuant to Section 5.3 hereof. Subject to the following provisions of this Section 5, the Escrow Agent shall, not less than fifteen (15) business days but within twenty (20) business days following delivery of such notice, deliver to GoAmerica in accordance with Section 5.3 hereof the number of Escrow Shares having an aggregate cash value (as determined in accordance with Section 5.3 hereof) equal to the amount of such Indemnifiable Losses. To the extent that the value of the Escrow Shares so determined represented by stock certificates so delivered exceeds the cash value of the Indemnifiable Losses, GoAmerica shall promptly deliver to the Escrow Agent stock certificates for the balance of the Escrow Shares, which shall be held pursuant to this Agreement.
5.2. If Flash shall, in good faith, notify the Escrow Agent in writing of any objections or disputes with respect to a claim for indemnification within fifteen (15) business days following delivery of notice of a claim for indemnity pursuant to Section 5.1 hereof, then the Escrow Agent shall instead set aside such Escrow Shares (the "Set Aside Amount") until (a) Flash and GoAmerica have agreed upon the rights of GoAmerica, any of the GoAmerica Indemnitees seeking indemnification and Flash with respect thereto and have notified the Escrow Agent of such an agreement in writing signed by GoAmerica and Flash, (b) such rights are finally determined pursuant to Section 13.7 of this Agreement or (c) the Termination Date. Any uncontested portion of a claim will be resolved as set forth in Section 5.1 above. The Escrow Agent may rely on any arbitration ruling in accordance with Section 13.7 hereof or on the final order or other final determination of any such court. If...
Distribution Events. Participants may elect the following payment events and the associated form or forms of payment. If multiple events are selected, the earliest to occur will trigger payment. For installments, insert the range of available periods (e.g., 5-15) or insert the periods available (e.g., 5,7,9).
(i) x Specified Date X 5, 10, 15 years (ii) x Specified Age X 5, 10, 15 years (iii) x Separation from Service X 5, 10, 15 years
Distribution Events. If a Distribution Event has been initiated and is continuing, then the Senior Lenders shall be entitled to receive payment in full of the Senior Indebtedness before the Holder is entitled to receive any Subordinated Debt Distribution (other than Reorganization Securities) on account of the Subordinated Debt. For purposes of this Note, the term "REORGANIZATION SECURITIES" shall mean any securities of the Maker or any other entity provided for by a plan of reorganization or readjustment if (i) the payment thereof is subordinate at least to the extent provided in this Article II with respect to this Note to the payment of Senior Indebtedness, and (ii) the payment or distribution of such securities has been authorized in a Distribution Event under any applicable Bankruptcy Law giving effect, and stating in such order or decree that effect is given, to the purpose and intention of the subordination of this Note to the Senior Indebtedness.