Distribution of the Assets in the Trust Sample Clauses

Distribution of the Assets in the Trust. (a) Upon the happening of a Termination Event, the trustee of the Trust may either (i) transfer assets held in the Trust for Executive's Benefit to Executive in kind to the extent of the Severance Payment; or (ii) sell all or any part of such assets and distribute the sales proceeds to Executive to the extent of the Severance Payment. If any asset distributed to Executive in kind does not have a readily ascertainable fair market value, the Company may at its expense have such asset appraised by an independent appraiser, and the Company and Executive agree to be bound by such appraisal for all purposes under this Agreement (including federal and state income tax filings). To the extent the value of such assets transferred to Executive in kind or such proceeds distributed to Executive (as the case may be) is insufficient to fund the Severance Payment, the Company shall pay the balance of the Severance Payment to Executive in immediately available funds. To the extent that the value of such assets or such proceeds distributed to Executive or such proceeds (as the case may be) exceeds the Severance Payment, such assets or such proceeds (as the case may be) shall be distributed to the Company. If the Termination Event is the result of the death of Executive, then the distribution under this paragraph shall be made to Executive's personal representative. (b) In consideration of the Severance Payment to Executive, Executive agrees that he will not, prior to the expiration of four (4) years following the termination of his employment, become an officer, director, or employee of, or consultant to, or 10% or more owner of, any entity that competes with the Company in any business in which the Company is engaged as of the date of the termination of Executive's employment; provided, however, that if the Company terminates Executive's employment without cause, then this covenant not to compete shall not be applicable. For purposes of this Agreement, termination without cause means termination for any reason other than continued neglect by Executive of his duties hereunder or willful misconduct by Executive in the performance of his duties hereunder. Executive agrees that in the event of a breach by Executive of this covenant not to compete, the Company's remedies at law will be inadequate and that the Company will be entitled to appropriate equitable relief, including an injunction restraining such breach. If Executive so requests, the Executive Committee is authorized...
Sample 1
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Distribution of the Assets in the Trust. (a) Upon a Termination Event, the trustee of the Trust may either: (1) transfer the assets held in the trust for Executive's benefit to Executive in kind to the extent of the Severance Payment; or (2) sell all or part of such assets and distribute the sales proceeds to Executive to the extent of the Severance Payment. If any asset distributed to Executive in kind does not have a readily ascertainable fair market value, the Company may at its expense have such asset appraised by an independent appraiser, and the Company and Executive agree to be bound by such appraisal for all purposes under this Agreement (including Federal and state income tax filings). To the extent the value of such assets transferred to Executive in kind or such proceeds distributed to Executive (as the case may be) is insufficient to fund the Severance Payment, the Company shall pay the balance of the Severance Payment to Executive in immediately available funds. To the extent that the value of such assets or
Sample 1
Distribution of the Assets in the Trust. (a) Upon the happening of a Termination Event, the trustee of the Trust may either (i) transfer assets held in the Trust for Executive's Benefit to Executive in kind to the extent of the Severance Payment; or (ii) sell all or any part of such assets and distribute the sales proceeds to Executive to the extent of the Severance Payment. If any asset distributed to Executive in kind does not have a readily ascertainable fair market value, the Company may at its expense have such asset appraised by an independent appraiser, and the Company and Executive agree to be bound by such appraisal for all purposes under this Agreement (including federal and state income tax filings). To the extent the value of such assets transferred to Executive in kind or such proceeds distributed to Executive (as the case may be) is insufficient to fund the Severance Payment, the Company shall pay the balance of the Severance Payment to Executive in immediately available funds. To the extent that the value of such assets or such proceeds distributed to Executive or such proceeds (as the case may be) exceeds the Severance Payment, such assets or such proceeds (as the case may be) shall be distributed to the Company. If the Termination Event is the result of the death of Executive, then the distribution under this paragraph shall be made to Executive's personal representative.
Sample 1

Related to Distribution of the Assets in the Trust

  • Investments in the Trust Investments may be accepted by the Trust from such Persons, at such times, on such terms, and for such consideration as the Trustees from time to time may authorize. Each investment shall be credited to the Shareholder's account in the form of full and fractional Shares of the Trust, in such Series (or class) as the purchaser shall select, at the net asset value per Share next determined for such Series (or class) after receipt of the investment; provided, however, that the Trustees may, in their sole discretion, impose a sales charge or reimbursement fee upon investments in the Trust.

  • Maintenance of Funds in the Trust Account During the period prior to the Company’s initial Business Combination or Liquidation, the Company may instruct the trustee under the Trust Agreement to release from the Trust Account funds (i) solely from interest income earned on the funds held in the Trust Account, the amounts necessary to pay taxes and (ii) to Public Stockholders who properly redeem their Public Shares in connection with a vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not consummate an initial Business Combination within the time period set forth in the Amended and Restated Certificate of Incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. Otherwise, all funds held in the Trust Account (including any interest income earned on the amounts held in the Trust Account (which interest shall be net of taxes payable)) will remain in the Trust Account until the earlier of the consummation of the Company’s initial Business Combination or the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest income may be released to the Company if the proceeds of the Offering held outside of the Trust Account are not sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution.

  • Distribution of Liquidation Proceeds Subject to the terms and conditions hereof, the Administrative Agent shall distribute all Liquidation Proceeds in the order and manner set forth below:

  • Administration of the Trust Fund Section 4.01

  • Investment in the Trust Investments may be accepted by the Trust from such Persons, at such times, on such terms, and for such consideration, which may consist of cash or tangible or intangible property or a combination thereof, as the Trustees from time to time may authorize. At the Trustees’ sole discretion, such investments, subject to applicable law, may be in the form of cash or securities in which the affected Portfolio is authorized to invest, valued as provided in applicable law. Each such investment shall be recorded in the individual Shareholder’s account in the form of full and fractional Shares of the Trust, in such Portfolio (or Class) as the Shareholder shall select. The Trustees and their authorized agents shall have the right to refuse to issue Shares to any Person at any time and for any reason.

  • Distribution of Funds Deliver (i) to Seller, or order, the cash portion of the Purchase Price, adjusted for prorations, charges and other credits and debits provided for herein; and (ii) to Buyer, or order, any excess funds delivered to Escrow Agent by Buyer. Such funds shall be delivered by wire transfer or cashier’s check in accordance with instructions for Seller and Buyer; if no instructions are given, Escrow Agent shall deliver such funds by Escrow Agent’s check via overnight courier (or as otherwise requested by the intended recipient) to the appropriate party at the address set forth for notice in this Agreement.

  • DISTRIBUTION ON LIQUIDATION 5.1 If any sum is paid as a liquidating distribution on or with respect to the Collateral, Debtor shall deliver same to the Collateral Agent to be applied to the Obligations, then due, in accordance with the terms of the Convertible Notes.

  • Action with Respect to Sale of the Trust Student Loans The Eligible Lender Trustee shall not have the power, except upon the written direction of the Excess Distribution Certificateholder and except as expressly provided in the Basic Documents, to sell the Trust Student Loans after the payment in full of the Notes.

  • Application of Trust Funds (a) On each Payment Date, the Paying Agent will distribute to Certificateholders, on the basis of the Percentage Interest evidenced by their Trust Certificates, amounts deposited in the Certificate Distribution Account pursuant to Section 4.06 of the Sale and Servicing Agreement with respect to such Payment Date.

  • Creation of the Trust The Trust is hereby created and shall be known as “WaMu Mortgage Pass-Through Certificates Series 2005-AR2 Trust”. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities, all as provided by and subject to the terms of this Agreement:

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