Incentive Listing Note; Outperformance Agreement Sample Clauses

Incentive Listing Note; Outperformance Agreement. The Borrower shall provide to the Agent, as soon as available, drafts of the Incentive Listing Note for the Agent’s approval, which approval shall not be unreasonably withheld. Simultaneously with entering into the Incentive Listing Note, the Borrower and the Special Limited Partner shall (i) execute and deliver to the Agent the Subordination and Standstill Agreement (together with evidence of Special Limited Partner’s authority to enter into the same satisfactory to the Agent), and (ii) provide to the Agent executed copies of the Incentive Listing Note and any other agreements, instruments or documents relating thereto (the “Listing Note Documents”). The Subordination and Standstill Agreement shall constitute a Loan Document upon the execution and delivery thereof. The Borrower acknowledges that the existence of the Subordination and Standstill Agreement and the performance by the Agent and the Lenders of their obligations under the Subordination and Standstill Agreement shall not affect, impair or release the obligations of the Borrower under the Loan Documents. The Subordination and Standstill Agreement is solely for the benefit of the Agent and the Lenders and not for the benefit of the Borrower, and the Borrower shall have no rights thereunder or any right to insist on the performance thereof.
Sample 1
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Incentive Listing Note; Outperformance Agreement. (a) The Borrower shall provide to the Agent, as soon as available, drafts of the Incentive Listing Note for the Agent’s approval, which approval shall not be unreasonably withheld. Simultaneously with entering into the Incentive Listing Note, the Borrower and the Special Limited Partner shall (i) execute and deliver to the Agent the Subordination and Standstill Agreement (together with evidence of Special Limited Partner’s authority to enter into the same satisfactory to the Agent), and (ii) provide to the Agent executed copies of the Incentive Listing Note and any other agreements, instruments or documents relating thereto (the “Listing Note Documents”). The Subordination and Standstill Agreement shall constitute a Loan Document upon the execution and delivery thereof. The Borrower acknowledges that the existence of the Subordination and Standstill Agreement and the performance by the Agent and the Lenders of their obligations under the Subordination and Standstill Agreement shall not affect, impair or release the obligations of the Borrower under the Loan Documents. The Subordination and Standstill Agreement is solely for the benefit of the Agent and the Lenders and not for the benefit of the Borrower, and the Borrower shall have no rights thereunder or any right to insist on the performance thereof. (b) During the term of the Incentive Listing Note, the Borrower shall not, directly or through REIT or any of their respective Subsidiaries, (i) make cash payments under the Listing Note Documents other than the Permitted Incentive Listing Note Distributions, which Permitted Incentive Listing Note Distributions shall not exceed $100,000,000.00 in the aggregate, or (ii) pay any of the obligations accrued under the Listing Note Documents other than at such times and to the extent that no Default or Event of Default exists or would arise as a result thereof. Without the prior written consent of the Agent, which may be withheld in the Agent’s sole and absolute discretion, the Listing Note Documents shall not be (a) modified, amended or waived in any respect (provided that with respect to this clause (a), the Agent’s consent shall not be unreasonably withheld); or (b) prepaid, amortized, purchased, defeased, retired, redeemed or otherwise acquired unless there is no Default or Event of Default and the payment is made from Distributions permitted pursuant to §8.7), provided that no such consent shall be required for the contribution of the Incentive Listing Note t...
Sample 1

Related to Incentive Listing Note; Outperformance Agreement

  • Incentive Program Members who are rated as either Level I, Level II or Level III in every phase of the Physical Fitness Test are eligible to participate in the Incentive Program.

  • Long-Term Incentive Award During the Term, Executive shall be eligible to participate in the Company’s long-term incentive plan, on terms and conditions as determined by the Committee in its sole discretion taking into account Company and individual performance objectives.

  • Incentive Bonus Plan Employee shall be eligible for a bonus opportunity of up to 65% of his annual base salary in accordance with the Company’s Incentive Bonus Plan as modified from time to time, payable in cash and/or equity of the Company (at the Company’s discretion). The bonus payment and the Company’s targeted performance shall be determined and approved by the Board or the compensation committee thereof.

  • Long-Term Incentive Awards The Executive shall participate in any long-term incentive awards offered to senior executives of the Company, as determined by the Compensation Committee.

  • Long-Term Incentive Program During the Term, the Employee shall participate in all long-term incentive plans and programs of the Group that are applicable to its senior executives in accordance with their terms and in a manner consistent with his position with the Company.

  • Long Term Incentive Plan The Executive shall be entitled to participate in the Company’s long-term incentive plan in accordance with its terms that may be in effect from time to time and subject to such other terms as the Board, in its sole discretion, may approve.

  • Equity Award The Executive will be eligible to receive equity awards, if any, at such times and on such terms and conditions as the Board shall, in its sole discretion, determine.

  • Long-Term Incentive Plans During the Employment Period, the Executive shall be eligible to participate in any long term incentive compensation plan maintained by the Company on the terms established from time to time by the Board or the Compensation Committee of the Board, as applicable.

  • Equity Incentive Plan The Option is a Nonqualified Option and subject to each and every provision of the Equity Incentive Plan which are incorporated by reference herein, as well as the terms and provisions set forth in this Stock Option Agreement and Notice of Grant (this “Stock Option Agreement”). The Equity Incentive Plan shall govern and be conclusive as to all matters not expressly provided for in this Stock Option Agreement. In the event of any conflict between the terms of this Stock Option Agreement and the Equity Incentive Plan, the terms of this Stock Option Agreement shall govern. All capitalized terms contained herein which are not otherwise defined herein shall have the meanings ascribed to them in the Equity Incentive Plan. By accepting the Option you agree to be bound by the provisions of the Equity Incentive Plan and this Stock Option Agreement. A copy of the Equity Incentive Plan has been previously provided to you.

  • Incentive Programs During the Term of Employment, the ------------------ Executive shall be entitled to participate in any annual and long-term incentive programs adopted by the Company and which cover employees in positions comparable to that of the Executive.

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