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.
Appears in 3 contracts
Samples: Lightstone Real Estate Income Trust Inc., American Realty Capital - Retail Centers of America II, Inc., American Realty Capital - Retail Centers of America, Inc.
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 solely out of Net Sales Proceeds 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.
Appears in 2 contracts
Samples: Agreement (American Realty Capital Healthcare Trust III, Inc.), American Realty Capital Global Trust II, Inc.
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 solely out of Net Sales Proceeds in redemption of the Special Limited Partner Interest and as evidenced by a Note (the “Listing NotePromote”), 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 (YA) 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 (ZB) 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 Promote will only be issued 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.
Appears in 2 contracts
Samples: Agreement (American Realty Capital New York City REIT II, Inc.), Form of Agreement (American Realty Capital New York City REIT II, Inc.)