Internalization. In the event that the Company’s board of directors elects to internalize any management services provided by the Advisor or the Sub-advisor, the Company shall not pay any compensation or other remuneration to the Advisor or the Sub-advisor or any of their Affiliates in connection with such internalization transaction. For the avoidance of doubt, any compensation paid or payable by the Company to employees of the Company in connection with their employment by the Company (which employees were formerly employed by the Advisor or the Sub-Advisor or any of their Affiliates) shall not be deemed to be compensation or other remuneration in connection with any internalization transaction for purposes of the immediately preceding sentence. This provision shall not limit any other consideration or distributions that the Company may pay the Advisor or the Sub-Advisor in accordance with this agreement or the Sub-Advisory Agreement (in each case, as such agreement may be amended, restated or modified from time to time) or any other agreement. This provision shall in no way obligate the Advisor or the Sub-Advisor to facilitate an internalization transaction with the Advisor, the Sub-Advisor or any of their Affiliates.
Internalization. For the avoidance of doubt, any compensation paid or payable by the Company to employees of the Company in connection with their employment by the Company (which employees were formerly employed by the Advisor or the Sub-advisor or any of their Affiliates) shall not be deemed to be compensation or other remuneration in connection with any internalization transaction for purposes of Section 11(g)(iv) hereof. This provision shall not limit any other consideration or distributions that the Company or the Operating Partnership may pay the Advisor or the Sub-advisor in accordance with this Agreement or the Sub-advisory Agreement (in each case, as such agreement may be amended, restated or modified from time to time) or any other agreement. This provision shall in no way obligate the Advisor or the Sub-advisor to facilitate an internalization transaction with the Advisor, the Sub-advisor or any of their Affiliates.
Internalization. Borrower agrees that any cash consideration paid by Borrower or its Subsidiaries with respect to completion of the Internalization shall require the following: (a) no Default or Event of Default exists or results from conclusion of the Internalization and payment of any such cash consideration; (b) the Borrower maintains Liquidity of not less than $50,000,000.00; and (c) upon completion of the Internalization, Xxx X. Xxxxx and Xxxxxxx X. Xxxxx shall continue to be the Chief Financial Officer and Chief Executive Officer of Borrower, unless competent and experienced executives shall be approved by the Required Lenders, which approval by the Required Lenders shall not be unreasonably withheld, conditioned or delayed.
Internalization. (i) The Company shall have the right to internalize the services provided by Advisor hereunder (an “Internalization”) at any time during the term of this Agreement if:
(A) more than 67% of the Independent Directors have approved such Internalization;
(B) the Company has provided written notice to the Advisor of the approval described in clause (A) above (the “Internalization Notice” and the date the Internalization Notice is received by the Advisor, the “Notice Date”); provided, however, that the Notice Date shall not be earlier than January 1, 2018;
(C) the effective date of Internalization is at least nine (9) months, but not more than fifteen (15) months, following the Notice Date; provided, that the Company shall have the option to extend the effective date of Internalization for an additional three (3) months if, fifteen (15) months following the Notice Date the Company is working in good faith to complete a transaction, Listing or Offering that the Company is undertaking in conjunction with the Internalization; provided, further, that in the event such three (3) month extension occurs, the Internalization Fee shall be calculated as if the Notice Date occurred in the fiscal quarter following the fiscal quarter in which the Notice Date actually occurred; and
(D) the Company pays the Advisor the Internalization Fee in cash concurrently with the consummation of the Internalization; provided, however, that up to ten percent (10%) of the Internalization Fee may be payable in Shares of Common Stock (the Shares representing such ten percent (10%) portion, the “Internalization Stock” and the date such Internalization Stock is issued, the “Issuance Date”)); provided, further, that the Internalization Fee shall be paid entirely in cash unless all of the following conditions is met:
1. the Company is eligible to file a resale registration on Form S-3 covering the Internalization Stock (the “Registration Statement”) as of the effective date of Internalization;
2. as of the Issuance Date, the Company shall have an equity market cap of at least $1,600,000,000;
3. the Registration Statement shall be effective no later than the Issuance Date; and
4. the Issuance Date shall be not more than sixty (60) days following the effective date of Internalization (such date, the “Outside Date”).
(ii) Any portion of the Internalization Fee payable in Internalization Stock shall instead be paid in cash within five (5) business days of the failure of any of the conditions set fort...
Internalization. Substantially contemporaneously with (but immediately following) the REIT Merger Effective Time, (a) Parent shall (i) file the Articles of Merger with respect to the Internalization Merger Agreement, with the Maryland SDAT, and (ii) effect a termination of the Fourth Amended and Restated Advisory Agreement, dated as of June 2, 2015, by and among GNL, GNL OP, and GNL Advisor, as amended from time to time, and (b) the Company shall effect a termination of the Third Amended and Restated Advisory Agreement, dated as of September 6, 2016, by and among RTL (f/k/a American Finance Trust, Inc.), RTL OP (f/k/a American Finance Operating Partnership, L.P.) and RTL Advisor (f/k/a American Finance Advisors, LLC), as amended from time to time.
Internalization. The current intent of the Company Parties, the Advisor and the Investor is to cause the Company to finalize the transition to an internal management structure upon the completion of the Fourth Renewal Term.
Internalization. All required corporate or partnership actions of the Company and the Operating Partnership, respectively, and stockholder approvals with respect to the Internalization as set forth in the Company’s proxy statement dated September 5, 2006 (the “Proxy Statement”), have been duly taken or obtained. The charter amendments referred to in the Proxy Statement have been duly approved by the stockholders of the Company and the pre-listing charter amendment has been filed with the Maryland State Department of Assessments and Taxation (the “SDAT”). The post-listing charter amendment will be filed with the SDAT prior to the Closing Time. The Internalization and the transactions contemplated by each of the Initial Internalization Agreements have been consummated in accordance with the terms thereof in all material respects. Each of the Ongoing Internalization Agreements is in full force and effect as of the date hereof. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any other party, is in material violation of or in material default in the performance or observance of any obligation, agreement, covenant or condition contained in any of the Ongoing Internalization Agreements to which it is a party. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any subsidiary, arising out of or in connection with the Internalization Agreements.
Internalization a. The current intent of the Company Parties, the Advisor and the Investor is to cause the Company to transition to an internal management structure upon the completion of the Second Renewal Term. The parties hereto agree to use their reasonable best efforts to negotiate the terms of such transition during the six month period following the SPA Effective Date.
b. Subject to Section 5(d) hereof, effective upon the first day after the end of the Second Renewal Term (the “Internalization Date”), the Company will effect the acquisition of all of the Advisor’s assets that are reasonably necessary for the management and operation of the Company’s business (such acquisition, an “Internalization”), including, but not limited to, the assignment or other transfer to the Company of all of the Advisor’s rights, title and interest in any contracts with third parties that are reasonably necessary for the operation of the Company’s business (the “Contracts”).
c. The consideration payable to the Advisor in connection with the Internalization (excluding subordinated performance fee amounts, if any, earned by the Advisor in accordance with Section 3 hereof) will be as follows: (i) if the Internalization Date is not delayed pursuant to Section 5(d)(iii) hereof, the remaining portion of the Maximum Fee Amount not previously paid to the Advisor as of the Internalization Date, or (ii) if the Internalization Date is delayed pursuant to Section 5(d)(iii) hereof, the remaining portion of the Maximum Fee Amount and the Maximum Extension Fee Amount not previously paid to the Advisor as of the Internalization Date.
d. Notwithstanding Section 5(a) hereof, the Internalization Date may be delayed as follows:
i. If the Company Parties, the Investor and the Advisor agree in writing in advance of such date to delay the Internalization Date, in which case the Internalization Date will be the date agreed upon by the Company Parties, the Investor and the Advisor;
ii. If the Company has not completed the employee transition in accordance with the provisions of Section 6 hereof, or has not secured the consents to assignment of the Contracts in accordance with the provisions of Section 7 hereof, in which case the Internalization Date will be the first date upon which all such conditions have been satisfied; or
iii. If the Company is unable to obtain the Advisory Consent or any other material third party consents required to consummate the Internalization before the end of the Second Renewal Term...
Internalization. The Internalization Documents shall continue to be legal, valid, binding obligations of and enforceable against, the parties thereto, and shall continue to be in full force and effect and shall have not been subsequently rescinded, supplemented, modified or amended or withdrawn in any way. Each party to the Internalization Documents shall have confirmed in writing to the other parties to the Internalization Documents that (i) all conditions to the consummation of the transactions contemplated by such Internalization Documents have been satisfied or validly waived in accordance with the terms of the Internalization Documents and (ii) the series of transactions contemplated by the Internalization Agreement to effectuate the redemption (through contribution or exchange) of the REIT II Special Partnership Interests and the REIT I Special Partnership Interests shall occur immediately following the Effective Time. None of the parties to the Internalization Documents shall be in breach or violation of, or default under, any Internalization Document, and no event shall have occurred that, with notice or lapse of time or both, would constitute a violation, breach or default under any Internalization Document. None of the parties to the Internalization Documents shall have received notice of any violation or default under any Internalization Document and no party to the Internalization Documents shall have received any written notice of the intention of any party to cancel, terminate, or materially change the scope of rights under any Internalization Document.
Internalization. Any transaction or series of related transactions (including, without limitation, mergers, consolidations, stock or other ownership interest purchases or modifications of agreements) whereby (1) the Advisor ceases or materially reduces the level of its services accompanied by an elimination or a commensurate reduction of the amount of the fees payable to the Advisor under the Advisory Agreement, and (2) REIT or any of its wholly owned Subsidiaries subsequently is to perform all or substantially all of the duties previously performed by the Advisor.
