TECO Distribution Sample Clauses

TECO Distribution. Upon the earlier of the date that (a) TECO-Westinghouse Motor Company, Inc. (“TWMC”) agrees with XxXxxx Turbine (or its assignee) to amend that certain Contract Manufacturing Agreement between XxXxxx Turbine (or its assignee, and assigned from Seller, who was the original party) and TWMC, dated May 30, 2008 (the “TWMC Agreement”) to amend the minimum order requirements under Section 4 thereto, (b) the TWMC Agreement is terminated by XxXxxx Turbine (or its assignee), other than in connection with a TWMC/XxXxxx Turbine Release Event (defined below), (c) XxXxxx Turbine (or its assignee) receives the benefits of the TWMC Agreement notwithstanding TWMC’s failure to agree to such an amendment for at least six (6) months, or (d) TWMC agrees to no longer exercise its right to assess a termination fee under the TWMC Agreement or to terminate the TWMC Agreement (each of the events described in the foregoing clauses (a), (b), (c) and (d), a “TWMC/Seller Release Event”), XxXxxx Turbine and Seller shall promptly deliver a joint written instruction (a “Joint Instruction”) to the Escrow Agent to immediately release $4,050,000 of the Escrow Funds to Seller. As soon as is reasonably practical after receipt of such Joint Instruction, but in no event later than 2 Business Days after such receipt, the Escrow Agent shall release the $4,050,000 amount to Seller. In the event (w) the above-mentioned amendment to the TWMC Agreement does not occur, (x) either TWMC or XxXxxx Turbine terminates the TWMC Agreement, (y) XxXxxx Turbine (or its assignee) becomes obligated to pay a $4,050,000 termination fee pursuant to the terms of the TWMC Agreement as an Assumed Liability in accordance with the Purchase Agreement, and (z) XxXxxx Turbine (or its assignee) does not receive the benefits of the TWMC Agreement under a replacement or alternative arrangement with TWMC or its affiliate (all of the events described in the foregoing clauses (w), (x), (y) and (z), collectively a “TWMC/XxXxxx Turbine Release Event”), then XxXxxx Turbine shall deliver a notice to Seller and the Escrow Agent certifying (in good faith) that a TWMC/XxXxxx Turbine Release Event has occurred and instructing the Escrow Agent to release the $4,050,000 amount to XxXxxx Turbine. If Seller does not provide the Escrow Agent with notice that Seller contests such notice and detailed reasons therefor within 20 Business Days after receipt by Seller of such notice from XxXxxx Turbine, then the Escrow Agent shall promptly release ...
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Related to TECO Distribution

  • No Distribution Except with respect to any Shares that may be offered and sold pursuant to the Registration Statement, Counterparty is not entering into the Transaction to facilitate a distribution of the Shares (or any security that may be converted into or exercised or exchanged for Shares, or whose value under its terms may in whole or in significant part be determined by the value of the Shares) or in connection with any future issuance of securities.

  • Final Distribution The liquidator will distribute any assets remaining after the discharge or accommodation of the Company’s debts, obligations and liabilities to the Member.

  • Final Distributions Section 8.01. Sale of Receivables or Certificateholders' Interest pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of this Supplement.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Preferred Distributions For any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by the Borrower or any of its Subsidiaries or REIT. Preferred Distributions shall not include dividends or distributions: (a) paid or payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests; (b) paid or payable to the Borrower or any of its Subsidiaries; or (c) constituting or resulting in the redemption of Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.

  • Regular Distributions Subject to the rights of the holders of Preferred Units ranking senior to or on parity with the Series H Preferred Units, the holders of Series H Preferred Units shall be entitled to receive on each Distribution Payment Date, out of assets of the Partnership legally available for the payment of the distributions, monthly cumulative cash distributions at the following rates per annum on the $1,000 liquidation preference per Series H Preferred Unit:

  • Liquidating Distribution In the event of the dissolution of the Partnership for any reason, the Partnership assets shall be liquidated for distribution in the following rank and order:

  • Cash Distributions Whenever the Depositary receives confirmation from the Custodian of the receipt of any cash dividend or other cash distribution on any Deposited Securities, or receives proceeds from the sale of any Deposited Securities or any other entitlements held in respect of Deposited Securities under the terms hereof, the Depositary will (i) if at the time of receipt thereof any amounts received in a Foreign Currency can in the judgment of the Depositary (pursuant to Section 4.8) be converted on a practicable basis into Dollars transferable to the United States, promptly convert or cause to be converted such cash dividend, distribution or proceeds into Dollars (on the terms described in Section 4.8), (ii) if applicable, establish the ADS Record Date upon the terms described in Section 4.9, and (iii) distribute promptly the amount thus received (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes withheld) to the Holders entitled thereto as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date. The Depositary shall distribute only such amount, however, as can be distributed without attributing to any Holder a fraction of one cent, and any balance not so distributed shall be held by the Depositary (without liability for interest thereon) and shall be added to and become part of the next sum received by the Depositary for distribution to Holders of ADSs outstanding at the time of the next distribution. If the Company, the Custodian or the Depositary is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, duties or other governmental charges, the amount distributed to Holders on the ADSs representing such Deposited Securities shall be reduced accordingly. Such withheld amounts shall be forwarded by the Company, the Custodian or the Depositary to the relevant governmental authority. Evidence of payment thereof by the Company shall be forwarded by the Company to the Depositary upon request.

  • Special Distribution If and whenever the Company shall issue or distribute to all or substantially all the holders of Common Stock:

  • No Distributions Make any Distribution except Permitted Distributions.

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