Listing Amounts Sample Clauses

Listing Amounts. Upon Listing and subject to Section 5.1(e), the General Partner shall cause the Partnership to issue and distribute to the Special Limited Partner in redemption of the Special Limited Partner Interest a Note (the “Listing Note”) in an amount equal to 15% of the amount, if any, by which (i) the sum of (A) the Market Value of all issued and outstanding shares of Common Stock plus (B) the sum of all Stockholder Distributions paid by the General Partner prior to Listing, exceeds (ii) the sum of (Y) the total Gross Proceeds in all Offerings plus (Z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering, would have provided such Stockholders a First Level Return on the Gross Proceeds raised in all such Offerings. Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Listing Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under the Listing Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on the Listing Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).
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Listing Amounts. Upon a Listing and subject to Section 5.1(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest, payable in one or more distributions solely out of Net Sales Proceeds (the “Listing Promote”), equal to 15% of the amount, if any, by which (i) the sum of (A) the Market Value of all issued and outstanding shares of Common Stock plus (B) the sum of all Stockholder Distributions paid by the General Partner prior to Listing, exceeds (ii) the sum of (Y) the total Gross Proceeds in all Offerings plus (Z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all such Offerings. The Listing Promote will only be paid to the Special Limited Partner if the Advisory Agreement has not been terminated by the General Partner or the Advisor prior to the Listing.
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Listing Amounts. Upon a Listing and subject to Section 5.1(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner and its assigns, in one or more distributions in redemption of the Special Limited Partner Interest and as evidenced by a Note (the “Listing Note”), equal to 15% of the amount, if any, by which (i) the sum of (A) the Market Value plus (B) the sum of all Stockholder Distributions paid by the General Partner prior to the date of Listing, exceeds (ii) the sum of (Y) the Gross Proceeds raised in all Offerings through the date of Listing (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase program) plus (Z) the minimum amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all such Offerings. The Listing Note will only be issued to the Special Limited Partner if the Advisory Agreement has not been terminated by the General Partner or the Advisor prior to the Listing.
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Listing Amounts. Upon Listing and subject to Section 5.1(f), the General Partner shall cause the Partnership to distribute to the Special Limited Partner in redemption of the Special Limited Partner Interest in an amount equal to 15% of the amount, if any, by which (i) the sum of (A) the Market Value of all issued and outstanding shares of Common Stock plus (B) the sum of all Stockholder Distributions paid by the General Partner prior to Listing, exceeds (ii) the sum of (Y) the total Gross Proceeds in all Offerings (exclusive of amounts received in an offering made in connection with such Listing) plus (Z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering(exclusive of amounts received in an offering made in connection with such Listing), would have provided such Stockholders a First Level Return on the Gross Proceeds raised in all such Offerings. The Special Limited Partner may elect to receive a Distribution Note in lieu of its entitlement to receive such distributions, or, alternatively, may elect to receive shares of Common Stock of the General Partner or Limited Partner interests in the Partnership. The Special Limited Partner shall be provided notice at least 15 days prior to the date a distribution would be made pursuant to Section 5.1(c) in order for the Special Limited Partner to elect the form of consideration to be received. If no such election is made, an election to receive the Distribution Note shall be deemed made.
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Listing Amounts. Upon a Listing (other than a Listing as contemplated in Section 5.1(d)(ii)(A)) and following a calculation of the Market Value of all issued and outstanding shares of Common Stock and subject to Section 5.1(g), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in complete redemption of the Special Limited Partner Interest (the “Listing Distribution”) equal to 15% of the amount, if any, by which (i) the sum of (A) the Market Value of all issued and outstanding shares of Common Stock plus (B) the sum of all Stockholder Distributions paid by the Initial Limited Partner prior to Listing, exceeds (ii) the sum of (Y) the total Gross Proceeds in all Offerings (less amounts paid on or prior to the Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering) plus (Z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering, would have provided such Stockholders a Priority Return on the Gross Proceeds raised in all such Offerings prior to Listing. The Listing Distribution will only be made to the Special Limited Partner if the Termination has not occurred prior to the Listing. The Special Limited Partner may elect to receive the Listing Distribution in cash, OP Units or Common Stock (or any combination thereof) in its sole discretion.
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Related to Listing Amounts

  • Types and Amounts No Issuing Bank shall have any obligation to and no Issuing Bank shall:

  • Outstanding Amounts The outstanding principal balance of the Note reflected by the notations by the Lender on its records shall be deemed rebuttably presumptive evidence of the principal amount owing on the Note. The liability for payment of principal and interest evidenced by the Note shall be limited to principal amounts actually advanced and outstanding pursuant to this Agreement and interest on such amounts calculated in accordance with this Agreement.

  • Unpaid Amounts For the purpose of determining an Unpaid Amount in respect of the relevant Transaction, and to the extent permitted by applicable law, interest will accrue on the amount of any payment obligation or the amount equal to the fair market value of any obligation required to be settled by delivery included in such determination in the same currency as that amount, for the period from (and including) the date the relevant obligation was (or would have been but for Section 2(a)(iii) or 5(d)) required to have been performed to (but excluding) the relevant Early Termination Date, at the Applicable Close-out Rate.

  • L/C Fees Borrower shall pay to Agent for the account of each Lender in accordance with its Applicable Percentage an L/C fee (the “L/C Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. L/C Fees shall be (A) due and payable on the first Business Day of each of April, July, October and January, in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the L/C Expiration Date and thereafter on demand and (B) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all L/C Fees shall accrue at the Default Rate.

  • Minimum Borrowing Amounts Each Borrowing of Base Rate Loans and Eurodollar Loans shall be in an amount not less than (i) if such Borrowing is comprised of a Borrowing of Base Rate Loans, $1,000,000 and integral multiples of $500,000 in excess thereof, and (ii) if such Borrowing is comprised of a Borrowing of Eurodollar Loans, $2,000,000 and integral multiples of $1,000,000 in excess thereof.

  • Pro Rata Treatment and Payments (a) Each borrowing by the Borrower from the Lenders hereunder, each payment by the Borrower on account of any commitment fee and any reduction of the Commitments of the Lenders shall be made pro rata according to the respective Term Percentages or Revolving Percentages, as the case may be, of the relevant Lenders.

  • Certain Amounts Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding principal amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.

  • Advances and Payments (a) On the date of each Loan, the Administrative Agent shall be authorized (but not obligated) to advance, for the account of each of the Lenders, the amount of the Loan to be made by it in accordance with its Commitment hereunder. Should the Administrative Agent do so, each of the Lenders agrees forthwith to reimburse the Administrative Agent in immediately available funds for the amount so advanced on its behalf by the Administrative Agent, together with interest at the Federal Funds Effective Rate if not so reimbursed on the date due from and including such date but not including the date of reimbursement.

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