Distribution Principles Clause Samples
The Distribution Principles clause defines the rules and guidelines governing how products, services, or profits are distributed among parties involved in an agreement. It typically outlines the methods for allocating shares, the timing and process of distribution, and any conditions or limitations that may apply, such as minimum thresholds or priority rights. By establishing clear procedures and expectations, this clause helps prevent disputes and ensures fairness and transparency in the distribution process.
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Distribution Principles. The Contractor agrees that the benefits of firm electric power or energy supplied under the contract shall be made available to its consumers at rates that are established at the lowest possible level consistent with sound business principles, and that these rates will be established in an open and public manner. The Contractor further agrees that it will identify the costs of firm electric power or energy supplied under the contract and power from other sources to its consumers upon request. The Contractor will demonstrate compliance with the requirements of this Provision to Western upon request.
Distribution Principles. In the event that, in accordance with the requirements set forth below, the Company is the subject of a Sale, Merger or Liquidation (as such terms are defined below, and which shall be referred to collectively as a “Transaction”), the shareholders agree to make a special distribution of the overall consideration obtained by them from such Transaction (the “Proceeds to be Distributed”, as defined hereinafter) in respect of the shares concerned by the Transaction (i.e. 100% of the shares in the event of a sale of the Company, or a lower number in the case of Transactions which will result in only a partial divestment of a stake in the Company, such as a sale of less than 100% of the capital or a distribution of a majority, but not all, of the Company’s assets). Such distribution shall be made in proportion to each shareholder’s respective interest in the Transaction (“Allocation Key no. 1”, as defined in Article 1.2 hereafter), provided that the share of the Proceeds to be Distributed allocated to E Shares concerned at the conclusion of such distribution shall, for each E Share, be at least equal to 1.8 times (1.8 x) the subscription price of a E Share, Otherwise, the distribution of the Proceeds to be Distributed shall be made according to specific rules (“Allocation Keys no. 2, 3 or 4”, as defined in Article 1.2 hereafter), which are intended to enable the holders of shares, to the extent possible, – and after a preferential initial distribution of 2% of the Proceeds to be Distributed to A Shares – to recover a price or other consideration per share equal to or greater than its subscription price, with a first-ranking priority right for E Shares, a second-ranking priority right for D Shares, a third-ranking priority right for C Shares and a fourth-ranking priority right for B Shares. These preferential distribution rules and the order of priority adopted have been defined by taking into account the differences between the subscription prices of A, B, C, D and E Shares and the order in which the investments therein was completed. The most recent subscribers agreed to invest in the Company on condition that they be given priority in recovering their funds, which the earlier subscribers.
Distribution Principles. (a) Subject to Section 3(3)(b) below, the BOD shall, having regard to the factors enumerated below, estimate the funds arising in the ordinary course of the Company’s operations during the relevant fiscal year which will be surplus to the Company’s reasonable requirements and therefore available for distribution to Shareholders (“Available Distributable Funds”). In determining Available Distributable Funds, the BOD shall have regard to the Company’s future growth requirements, special opportunities, existing and projected debt service and working capital requirements, the then anticipated methods of financing the foregoing and such other factors as the BOD may consider appropriate under the circumstances. In particular, the BOD may establish an appropriate reserve to fund payment of indebtedness, capital expenditure commitments and other known liabilities and obligations falling due after the fiscal year in question. Available Distributable Funds shall be distributed to the Shareholders at such times as determined by the BOD and by way of dividends or in such other manner as the BOD may determine. The BOD may at any time revise its estimate of Available Distributable Funds for a particular fiscal year and if the BOD is at any time unable to agree on estimated Available Distributable Funds, the BOD shall refer the matters in dispute to the Company’s external accountants or auditors, as the case may be, for determination, which shall be binding on all Parties until such time as the 13 BOD or the Company’s external accountants or auditors, as the case may be, make a further determination of Available Distributable Funds as contemplated herein.
(b) Notwithstanding Section 3(3)(b), no dividends shall be declared or paid by the Company until after September 30, 2019 unless otherwise unanimously agreed by all of the members of the BOD.
Distribution Principles. The purpose of making low-cost, Federally-generated power available is to encourage the most widespread use thereof, and therefore for entities which resell power purchased under this Contract the benefits of electric service supplied under this Contract shall be made available to its consumers at rates or charges that are established at the lowest possible level consistent with sound business principles. These rates or charges must be established in an open and public manner. The Contractor further agrees that it will identify the costs of electric service supplied under this Contract to its consumers upon request. The Contractor will demonstrate compliance with the requirements of this subsection to Western upon request.
Distribution Principles. The purpose of making low-cost, Federally--generated power available is to encourage the most widespread use thereof,
Distribution Principles. (a) Upon termination of a Task, the Executive Committee shall, so far as practicable, allocate the assets and any outstanding expenditures of the Task to the Task Participants in proportion to their respective contributions from the beginning of the operation of the Task, and for that purpose shall take into account the contributions and any outstanding obligations of current or former Task Participants.
(b) Upon termination or expiration of this Agreement, the Executive Committee shall, so far as practicable, allocate the assets and any outstanding expenditures to the Participants in proportion to their respective contributions since the beginning of the current term.
Distribution Principles. The purpose of making low-cost, Federally–generated power available is to encourage the most widespread use thereof, and therefore: for entities which resell Power purchased under this Contract.
8.1.1 The benefits of Federally-generated power shall be made available at fair and reasonable terms to all of the Contractors customers at the lowest possible rates consistent with sound business principles; and
8.1.2 The Contractor shall furnish to Western a copy of each schedule of rates in effect on the date of execution of this Contract and a copy of each schedule of rates thereafter adopted; and
8.1.3 The Contractor shall provide Western an annual statement indicating that the charges to its customers are consistent with the principles set forth in paragraph 8.1.1 hereof; and
8.1.4 The Contractor shall provide Western an annual report or, in lieu of the annual report, an annual statement indicating the financial operations of the Contractors electric system.
Distribution Principles. (a) Upon termination of a Task, the Executive Committee shall, so far as practicable, distribute the assets of the Task, or the proceeds therefrom, in proportion to the contributions which the Participants have made from the beginning of the operation of the Task, and for that purpose shall take into account the contributions and any outstanding obligations of former Participants. Disputes with a former Participants about the proportion allocated to it under this Article shall be settled under Article 9.4, for which purpose a former Participant shall be regarded as a Participant.
(b) Upon termination or expiration of this Agreement, the Executive Committee shall, so far as practicable, allocate the assets and any outstanding expenditures to the Participants in proportion to their respective contributions since the beginning of the current term. Done this 31st day of July, 1985. Amended on 17 October 2006. Amended on 12 October 2010. Amended on 24 October 2022.
Distribution Principles. Upon termination of a Task, the Executive Committee shall, so far as practicable, allocate the assets and any outstanding expenditures of the Task to the Task Participants in proportion to their respective contributions from the date of their first participation in the Task. Upon termination or expiration of this Agreement, the Executive Committee shall, so far as practicable, allocate the assets and any outstanding expenditures to the Participants in proportion to their respective contributions since the beginning of the current term.