INVESTMENTS AND DISTRIBUTIONS Sample Clauses

INVESTMENTS AND DISTRIBUTIONS. 2.1 (a) Except as provided below, the Administrator shall have all power over and responsibility for the management, disposition, and investment of the Trust assets, and the Trustee shall comply with proper written directions of the Administrator concerning those assets. The Administrator shall not issue directions in violation of the terms of the Plan and Trust or prohibited by the fiduciary responsibility rules of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Except to the extent required by ERISA or otherwise provided in this Agreement, the Trustee shall have no duty or responsibility to review, initiate action, or make recommendations regarding Trust assets and shall retain assets until directed in writing by the Administrator to dispose of them. The Administrator may delegate to any other person or persons any of the Administrator's rights, powers or responsibilities with respect to the operation and administration of the Trust Fund. Any such delegation shall be made in writing and communicated to the Trustee. The Administrator shall not be liable for any breach of fiduciary responsibility of a delegatee that is not proximately caused by the Administrator's failure to properly select or supervise such delegatee and in which the Administrator does not participate.
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INVESTMENTS AND DISTRIBUTIONS. Unless otherwise explicitly agreed with us in writing, we require notice (via electronic mail or a phone call) of one business day for any increase or reduction of the amount of Assets subject to our investment direction. In the case of an increase of the amount of Assets subject to our investment direction which is greater than or equal to $50,000, and in which the new assets are contributed in cash, and unless otherwise explicitly agreed with us in writing: we will make reasonable efforts to rebalance the account to include the new assets in a manner consistent with any current averaging program, on the next business day following the day on which the new Assets are available for our instructions and reflected in the custodian’s daily reporting. In the case of an increase of the amount of Assets subject to our investment direction and in which any part of the new Assets is contributed in securities, and unless otherwise explicitly agreed with us in writing: we will allocate the new Assets, according to our latest investment parameters, on a best-efforts basis as quickly as is reasonable and practical given the nature of the securities contributed. Given that we use a limited set of securities in our Investment Program, you acknowledge and agree that any securities so contributed may at any time be sold at our discretion regardless of tax basis or any other considerations, unless otherwise explicitly agreed with us in writing. In the case of an increase of the amount of Assets subject to our investment direction, which is less than $50,000, and in which the new assets are contributed in cash, and unless otherwise explicitly agreed with us in writing, we will allocate the new Assets during the next regularly-scheduled portfolio rebalancing. In the case of a reduction in Assets subject to our investment direction, which does not constitute a full reduction, and unless explicitly agreed with us in writing, we will liquidate the necessary Assets to cash on a best efforts basis on the business day following your notification. In the case of a full reduction of Assets, and unless otherwise explicitly agreed with us in writing, you can either remove us as Investment Managers from the Account or we can liquidate the portfolio to cash on a best efforts basis on the business day following your notification.
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INVESTMENTS AND DISTRIBUTIONS. 4.1.1 The Escrow Agent shall invest any cash held in the Escrow Fund solely in Permitted Investments in accordance with a notice delivered, from time to time, by Merck to the Escrow Agent (an “Investment Direction”). Any Investment Direction shall constitute a standing instruction and shall remain in effect unless and until, and to the extent, it is revoked by Merck in a subsequent Investment Direction. In the absence of any Investment Direction, the Escrow Agent shall invest any cash deposits it receives hereunder in direct obligations of, or obligations fully guaranteed by, the United States of America or any agency thereof, with a maturity of not more than 30 days, until it receives a contrary Investment Direction.
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Related to INVESTMENTS AND DISTRIBUTIONS

  • Payments and Distributions (a) On or immediately after the fifteenth the day of each month, the Trustee shall satisfy itself as to the adequacy of the Reserve Account, making any further credits thereto as may appear appropriate in accordance with Section 3.05 and shall then with respect to each Trust:

  • Allocations and Distributions The LLC's profits and losses shall be allocated to the Member. At the time determined by a majority of the Managers, the Managers may cause the LLC to distribute to the Member any cash held by it which is neither reasonably necessary for the operation of the LLC nor the performance of its contractual obligations, nor which is in violation of Sections 18-607 or 18-804 of the Act or any contractual agreement binding on the LLC.

  • In-Kind Distributions Subject to Section 00-00-000 of the Act, the Company may make in-kind distributions of the Company assets, provided the Members unanimously agree and such agreement is in writing. The fair market value of the property must be determined and agreed upon by the Members before the distribution is made. The receiving Member’s capital account shall be adjusted to reflect the value of the in-kind distribution.

  • Profit Loss and Distributions 4.1 Distributions of Cash Flow and Allocations of Profit or Loss Other than Capital Transactions.

  • Management and Distribution Section 8. The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory and/or management services with any corporation, trust, association or other organization (the "Manager"), every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may provide for one or more sub-advisers or other agents who shall perform all or part of the obligations of the Manager under such contract and contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine, including, without limitation, authority to determine from time to time what investments shall be purchased, held, sold, or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust's investments. The Trustees may also, at any time and from time to time, contract with the Manager or any other corporation, trust, association or other organization, appointing it exclusive or nonexclusive distributor or principal underwriter for the Shares, every such contract to comply with such requirements and restrictions as may be set forth in the Bylaws; and any such contract may contain such other terms interpretive of or in addition to said requirements and restrictions as the Trustees may determine. The fact that:

  • Voting and Distributions (i) So long as no Event of Default shall have occurred and be continuing:

  • Limitations on Dividends and Distributions Declare or pay any dividends upon any of its Capital Stock; purchase, redeem, retire or otherwise acquire, directly or indirectly, any shares of its Capital Stock, or make any distribution of cash, property or assets among the holders of shares of its Capital Stock, or make any change in its capital structure which such change in its capital structure could reasonably be expected to have a Material Adverse Effect; provided that:

  • Dividends and Distributions (A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of Common Stock, par value $.01 per share (the "Common Stock"), of the Corporation, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1 or (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the event the Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

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