SELECTIVE DISTRIBUTION Sample Clauses

SELECTIVE DISTRIBUTION. In its 2016 activity report, the Commission included an explanation of certain aspects to be considered when assessing selective distribution systems for Serbia: ▪ With respect to the question whether a selective distribution agreement, concluded for an indefinite period of time and which initially benefits from the block exemption, remains safe harbored even if the market share of one or both parties change over time to exceed the (25%) threshold required for the local vertical BER to apply, the Commission emphasized that the parties are responsible for making sure that their agreement continues to meet the criteria necessary for the BER to apply (including the market share requirements). If at any time during the term of the agreement this is no longer the case a request for an individual exemption must be submitted. ▪ A clarification was sought from the Commission regarding the possibility to agree on a restriction to sell competing brands (non-compete obligation) of up to 5 years in a selective distribution system. Currently, the local vertical BER, on the one hand, generally allows non-compete obligations of up to 5 years, but, on the other hand, states that any (direct or indirect) obligation on the members of a selective distribution system not to sell competing goods (or services) shall not be block exempted. The Commission upheld the EU approach; the local vertical BER shall be interpreted as excluding from its coverage any obligation on the members of a selective distribution system not to sell the brands of particular, identified competing suppliers, whereas it implied that the combination of selective distribution with a non-compete obligation of up to 5 years may still be block exempted as long as such obligation referred to competing brands in general. ▪ Further, where an individual exemption is required for a selective distribution system consisting of several distribution agreements of a supplier with a number of distributors, each agreement must be assessed individually, rather than the system as a whole. This is because each agreement may concern different relevant markets with varying market shares and the effects that the agreement produces. The Commission explained that it intends to instigate separate individual exemption proceedings for each (selective) distribution agreement.
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SELECTIVE DISTRIBUTION. As per the definition of “selective distribution system” within the scope of Turkish competition law, a supplier that establishes such distribution system undertakes to sell the contract products or services, either directly or indirectly, only to resellers selected on the basis of specified criteria. On the other hand, authorised resellers within such selective distribution system undertake not to sell contracted products or services to unauthorised resellers.621 Selective distribution agreements, like exclusive distribution agreements, restrict the num- ber of authorised resellers as well as the possibilities of resale. The difference between selective and exclusive distribution is that the restriction of the number of resellers within the selective distribution system does not depend on the number of territories but on the selection criteria based on the nature of the product. Also, another difference is that the restriction on resale is not a restriction on active selling to a territory but a restriction on any sales to unauthorised resellers, leaving only the appointed resellers and end-users as potential buyers. As the selective distribution systems limit the number of authorised resellers and certain resale practices, such distribution systems may restrict competition due to their nature. To be more specific, selective distribution systems may result in competitive restrictions as they could (i) reduce the intra-brand competition; (ii) lead to foreclosure of certain types of resellers; and (iii) facilitate collusion between suppliers or resellers.622 That being said, selective distribution systems may be significant especially in certain sectors where the presale services could play an important role for branded products such as jewellery and fragrance. Moreover, the marketing of such branded products may require the adoption of specific physical features at sale points and competent sales personnel. Overall, the Guidelines on Vertical Agreements make a distinction between (i) purely qualitative selective distribution systems and (ii) quantitative selective distribution systems. Within the purely qualitative selective distribution systems, the supplier authorises the resellers only on the basis of objective criteria required by the nature of the product, such as training of sales personnel, the service provided at the point of sale, a certain range of products being sold. In this respect, if the following three conditions are met, it is assumed that...
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Related to SELECTIVE DISTRIBUTION

  • Overtime Distribution The Employer and the Union will discuss Departmental or agency specific overtime distribution policies at the Departmental or agency level. The Employer agrees to follow its existing overtime distribution policies until changed as a result of Employer/Union negotiation.

  • Elective Distributions in Cash or Shares Whenever the Company intends to distribute a dividend payable at the election of the holders of Shares in cash or in additional Shares, the Company shall give notice thereof to the Depositary at least 30 days prior to the proposed distribution stating whether or not it wishes such elective distribution to be made available to Holders of ADSs. Upon receipt of notice indicating that the Company wishes such elective distribution to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall assist the Depositary in its determination, whether it is lawful and reasonably practicable to make such elective distribution available to the Holders of ADSs. The Depositary shall make such elective distribution available to Holders only if (i) the Company shall have timely requested that the elective distribution is available to Holders of ADRs, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof (including, without limitation, any legal opinions of counsel in any applicable jurisdiction that the Depositary in its reasonable discretion may request, at the expense of the Company) and (iii) the Depositary shall have determined that such distribution is lawful and reasonably practicable. If the above conditions are not satisfied, the Depositary shall, to the extent permitted by law, distribute to the Holders, on the basis of the same determination as is made in the local market in respect of the Shares for which no election is made, either cash upon the terms described in Section 4.1 hereof or additional ADSs representing such additional Shares upon the terms described in Section 4.2 hereof. If the above conditions are satisfied, the Depositary shall establish an ADS Record Date (on the terms described in Section 4.7 hereof) and establish procedures to enable Holders to elect the receipt of the proposed dividend in cash or in additional ADSs. The Company shall assist the Depositary in establishing such procedures to the extent necessary. Subject to Section 5.9 hereof, if a Holder elects to receive the proposed dividend in cash, the dividend shall be distributed upon the terms described in Section 4.1 hereof or in ADSs, the dividend shall be distributed upon the terms described in Section 4.2 hereof. Nothing herein shall obligate the Depositary to make available to Holders a method to receive the elective dividend in Shares (rather than ADSs). There can be no assurance that Holders generally, or any Holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of Shares.

  • Nonqualified Distributions If you do not meet the requirements for a qualified distribution, any earnings you withdraw from your ▇▇▇▇ ▇▇▇ will be included in your gross income and, if you are under age 59½, may be subject to an early distribution penalty tax. However, when you take a distribution, the amounts you contributed annually to any ▇▇▇▇ ▇▇▇ and any military death gratuity or Servicemembers’ Group Life Insurance (SGLI) payments that you rolled over to a ▇▇▇▇ ▇▇▇, will be deemed to be removed first, followed by conversion and employer-sponsored retirement plan rollover contributions made to any ▇▇▇▇ ▇▇▇ on a first-in, first-out basis. Therefore, your nonqualified distributions will not be taxable to you until your withdrawals exceed the amount of your annual contributions, military death gratuity or SGLI payments and your conversions and employer-sponsored retirement plan rollovers.

  • Share Distributions Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution that consists of a dividend in, or free distribution of Shares, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 of the Deposit Agreement.

  • Award Distribution In the event Lessor accepts Lessee's offer to purchase the Leased Property, or to substitute a new property for the Leased Property, as described in clause (b) of Section 15.4, the entire Award shall belong to Lessee provided no event of default is continuing and Lessor agrees to assign to Lessee all of its rights thereto. In any other event, the entire Award shall belong to and be paid to Lessor, except that, if this Lease is terminated, and subject to the rights of the Facility Mortgagee, Lessee shall be entitled to receive from the Award, if and to the extent such Award specifically includes such items, the following: (a) A sum attributable to the Capital Additions for which Lessee would be entitled to reimbursement at the end of the Term pursuant to the provisions of Section 10.2(c) and the value, if any, of the leasehold interest of Lessee under this Lease; and (b) A sum attributable to Lessee's Personal Property and any reasonable removal and relocation costs included in the Award. If Lessee is required or elects to restore the Facility, Lessor agrees that, subject to the rights of the Facility Mortgagees, its portion of the Award shall be used for such restoration and it shall hold such portion of the Award in trust, for application to the cost of the restoration.