Manner of Distribution Sample Clauses
The "Manner of Distribution" clause defines how payments, assets, or benefits are to be allocated among parties under an agreement. It typically outlines the specific process, timing, and proportions for distributing funds or property, such as specifying equal shares among beneficiaries or setting a schedule for periodic payments. This clause ensures that all parties understand exactly how and when distributions will occur, thereby reducing the risk of disputes and providing clarity regarding the allocation of resources.
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Manner of Distribution. (a) To the extent the Distribution is effected as a One-Step Spin-Off, subject to the terms thereof, in accordance with Section 4.5(b), each Record Holder will be entitled to receive for each share of Burgundy Common Stock held by such Record Holder a number of shares of Spinco Common Stock equal to the total number of shares of Spinco Common Stock held by Burgundy on the Distribution Date, multiplied by a fraction, the numerator of which is number of shares of Burgundy Common Stock held by such Record Holder and the denominator of which is the total number of shares of Burgundy Common Stock outstanding on the Distribution Date.
(b) To the extent the Distribution is effected as an Exchange Offer, subject to the terms thereof, in accordance with Section 4.5(b), each Burgundy stockholder may elect in the Exchange Offer to exchange a number of shares of Burgundy Common Stock held by such Burgundy stockholder for shares of Spinco Common Stock in such quantities, at such an exchange ratio and subject to such other terms and conditions as may be determined by Burgundy and set forth in the Spinco Registration Statement; provided, however, the completion of the Exchange Offer shall be subject to a condition (which condition Burgundy may not amend or waive without the written consent of Grizzly) that no one stockholder of Spinco (individually or together with all members of any “group” as defined in the Exchange Act) after giving effect to the Exchange Offer and the Merger, hold greater than 20% of the outstanding common stock of Grizzly; provided further, however, that Burgundy may, in its sole discretion, revise the terms of the Exchange Offer, including the number of shares of Spinco Common Stock that will be offered for each validly tendered share of Burgundy Common Stock, and the Clean-Up Spin Off, such that no one stockholder of Spinco (individually or together with all members of any “group” as defined in the Exchange Act) after giving effect to the Exchange Offer and the Merger, will hold greater than 20% of the outstanding common stock of Grizzly. The terms and conditions of any Clean-Up Spin-Off will be as determined by Burgundy, subject to the provisions of Section 4.2(a), mutatis mutandis.
(c) None of the Parties, nor any of their Affiliates hereto will be liable to any Person in respect of any shares of Spinco Common Stock (or dividends or distributions with respect thereto) that are properly delivered to a public official pursuant to any applicable ab...
Manner of Distribution. All distributions to the Members will be made as Automated Clearing House (ACH) deposits into an account designated by each Member. If a Member does not authorize the Company to make such ACH distributions into a designated Member account, distributions to such Member will be made by check and mailed to such Member after deduction by the Company from each check of a Fifty Dollar ($50) processing fee.
Manner of Distribution. Unless otherwise provided herein, all distributions to the Partners will be made as Automated Clearing House (ACH) deposits into an account designated by each Partner. If a Partner does not authorize the Company to make such ACH distributions into a designated Partner account, distributions to such Partner will be made by check and mailed to such Partner after deduction by the Company from each check of a Fifty Dollar ($50) processing fee.
Manner of Distribution. To the extent that no discrimination in value results, any distribution after termination of the Plan may be made, in whole or in part, in cash, in securities or other assets in kind, or in non-transferable annuity contracts, as the Plan Administrator shall determine. All non-cash distributions shall be valued at fair market value as of the date of distribution. Distributions due to the termination or partial termination of the Plan shall be made in accordance with the modes of distribution provided for in the Plan. Except, however, that in the event of the termination of the Plan and liquidation of the Trust, distributions shall only be made in a lump sum unless the Adoption Agreement provides for the purchase of annuities.
Manner of Distribution. The Trustees may distribute the Shares and other property held as a part of the corpus of this Trust to the beneficiary directly or to the guardian, custodian, trustee, receiver, conservator or other similar official for the beneficiary. The Trustees will not be responsible for any distribution of the Shares or other property held as a part of the corpus of this Trust once it has been made to the beneficiary or for his benefit as herein provided.
Manner of Distribution. A distribution under this Article shall be made in a lump-sum payment to the Participant. In each case in which a partial distribution is made from a Participant's Account, the amount distributed from such Account pursuant to this Article XI shall be allocated on a pro rata basis among the Designated Investments in which such Account is invested; provided, however, that the Administrator or the Participant may specify an alternative manner in which such distribution shall be so allocated.
Manner of Distribution. I hereby elect to have my Account distributed in the following manner: [ ] in a single lump sum. [ ] in substantially equal annual installments over a period of ___ years (not to exceed 10 years from the date that payments commence).
Manner of Distribution. School personnel will place approved materials to be distributed on a table in the designated area. All distribution shall occur from this location. No student shall have materials forced on him or her.
Manner of Distribution. Notwithstanding anything to the contrary contained herein, Distributor will distribute each Funded Qualifying Project (including, without limitation, expending amounts for prints and advertising for each Funded Qualifying Project) in accordance with the standards of first-class distributors of Productions and in a non-discriminatory manner commensurate with the treatment of Productions owned solely by Distributor or an Affiliate thereof, taking into account the genre, budget, marketplace, strength of competition, time of the year, the director, the rating and NRG index scores of such Funded Qualifying Project; provided, however, Distributor is making no representation, warranty or guaranty that any receipts received with respect to any Funded Qualifying Project from any media or territory will be comparable to the receipts received for any other Production distributed by Distributor in such media or territory. The determination whether a Funded Qualifying Project has been distributed in a non-discriminatory manner will be made based upon the overall treatment of the applicable Funded Qualifying Project over all media and territories, rather than on a transaction-by-transaction basis. Subject to the terms and conditions hereof and the RP Purchased Agreement, Distributor shall have complete and exclusive discretion and control (which it shall exercise in a manner consistent with the standards of first-class distributors of Productions of similar genre and budget) as to the time, manner, terms and extent of distribution, exhibition and exploitation of each Funded Qualifying Project, in accordance with such policies, terms and conditions and through such Persons as Distributor in its business judgment (which it shall make in a manner consistent with the standards of first-class distributors of Productions of similar genre and budget) may determine proper or expedient. Except as permitted under or as contemplated by the Transaction Documents, to the extent that Distributor enters into any transactions under this Agreement with Affiliates, Distributor shall do so and shall perform its obligations and enforce its rights thereunder upon terms consistent with those upon which Distributor customarily conducts business at such time, applied on a non-discriminatory basis as if such Funded Qualifying Projects were not subject to this Agreement.
Manner of Distribution. The Settlement Administrator shall send the Settlement Payments to Settlement Class Members by U.S. Mail within thirty (30) days after the Settlement Fund Payor has funded the Settlement Account. For purposes of this mailing, the Settlement Administrator shall use the address information that is provided for each Settlement Class Member in accordance with Paragraph 32 of this Agreement, subject to appropriate updating of addresses by cross-referencing the National Change of Address Database. If any Settlement Payment is returned by the U.S. Postal Service with a forwarding address before the check's expiration date, the Settlement Administrator will promptly re-mail the check to the forwarding address. If the Settlement Payment is returned without a forwarding address, the Settlement Administrator or Class Counsel shall make reasonable efforts to obtain a current address for the pertinent Settlement Class Member, and the Settlement Administrator shall re-mail the check if a current address is obtained before the check's expiration date.