Triggering Distribution Clause Samples
The 'Triggering Distribution' clause defines the specific conditions or events that initiate the distribution of funds, assets, or benefits under an agreement. Typically, this clause outlines what must occur—such as the achievement of a milestone, the occurrence of a liquidation event, or the passage of a certain date—before distributions are made to the relevant parties. For example, in a trust or investment agreement, the clause might specify that distributions are triggered upon the sale of an asset or the dissolution of the entity. Its core practical function is to provide clear guidelines for when and how distributions should occur, thereby preventing disputes and ensuring all parties understand the circumstances that activate their rights to receive distributions.
Triggering Distribution. Upon the occurrence of a Triggering Distribution, each holder of Securities shall have the right, in accordance with this Section 4.09 and Article XIII hereof, to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such holder’s Securities pursuant to the terms of Article XIII hereof (the “Repurchase Offer”) at a purchase price equal to 100% of the principal amount thereof, together with any accrued and unpaid interest (the “Repurchase Payment”) to the repurchase date, which repurchase date shall be on or prior to the distribution date for such Triggering Distribution (the “Repurchase Payment Date”). Notwithstanding anything herein to the contrary, in the event that such Triggering Distribution is not so paid or made, all of such holder’s rights to require the Company to repurchase their Securities pursuant to this Section 4.09 and Article XIII hereof as a result of such Triggering Distribution shall terminate and any pending Repurchase Offer shall be rescinded.
Triggering Distribution. In case the Company shall, by dividend or otherwise, at any time distribute (a "Triggering Distribution") to all or substantially all holders of its Common Stock cash in an aggregate amount that, together with the aggregate amount of all cash distributions to all or substantially all holders of its Common Stock made within the 12 months preceding the date of payment of the Triggering Distribution and in respect of which no Exercise Price adjustment pursuant to this Section 9 has been made, exceeds 7.5% of the product of the Current Market Price per share of Common Stock on the Business Day (the "Determination Date") immediately preceding the day on which such Triggering Distribution is declared by the Company multiplied by the number of shares of Common Stock outstanding on such date, the Exercise Price shall be adjusted in accordance with this formula: E' = E x ((M-D)/M) where: E' = the adjusted Exercise Price. E = the then current Exercise Price. M = the Current Market Price per share on the date of issuance of the Triggering Distribution. D = the amount of cash (plus the fair market value of other consideration) distributed to all or substantially all holders of Common Stock within the 12 months preceding the date of the payment of the Triggering Distribution (including, without limitation, the Triggering Distribution) applicable to one share of Common Stock (determined on the basis of the number of shares of Common Stock outstanding on the Determination Date). Such reduction shall become effective immediately prior to the opening of business on the day following the date on which the Triggering Distribution is paid. For the purposes of this paragraph (f), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock.