Listing Amounts Clause Samples
The Listing Amounts clause defines the specific quantities or values of items, securities, or assets that are to be included in a listing, such as in a contract, agreement, or public offering. This clause typically outlines the exact number of shares, units, or products being made available, and may specify conditions under which these amounts can be adjusted, such as in response to market demand or regulatory requirements. Its core practical function is to provide clear, unambiguous information about what is being offered or transacted, thereby reducing the risk of misunderstandings or disputes between parties.
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).
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.
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.
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.
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.