Prior to Stabilization Sample Clauses

Prior to Stabilization. (a) At any time prior to Stabilization of the Portfolio, the AEW Member may cause the Company to market and sell one or more Properties to third parties, subject to the prior written consent of the Sunrise Member, which shall not be unreasonably withheld or delayed. (b) At any time prior to Stabilization of the Portfolio, the Sunrise Member may cause the Company to market and sell one or more Properties to third parties by notice given to the AEW Member, subject to the following terms and conditions: (i) Any such notice from the Sunrise Member shall set forth (A) the price at which the Sunrise Member recommends that the Company sell the Property (the "Offer Price") and (B) a calculation of the Internal Rate of Return for the Property which the Sunrise Member believes would result from such a sale; and (C) the Pro Forma Return for such Property. (ii) The AEW Member shall have the right, but not the obligation, exercisable by notice given to the Sunrise Member within twenty-one (21) days after its receipt of such notice from the Sunrise Member, to elect to purchase the Property from the Company for the Offer Price. If the AEW Member elects to accept such Offer Price, then within fifteen (15) days after the date of such acceptance, the Company and the AEW Member shall enter into a purchase and sale agreement in the form reasonably satisfactory to the Members (a "Purchase and Sale Agreement"), provided that (A) the closing date for the conveyance of the Property shall be ninety (90) days after the date of such acceptance, and (B) the earnest money deposit shall be three percent (3%) of the Offer Prixx (xxxch deposit shall be delivered by the AEW Member to the Company and shall not be deemed to be a Capital Contribution). Without limiting the provisions of the Purchase and Sale Agreement, if the closing under the Purchase and Sale Agreement for any Property shall fail to occur due to a default by the AEW Member, the rights of the AEW Member to purchase the applicable Property under this Section 8.7.2 shall be deemed to be waived permanently (but such rights shall continue to apply with respect to all other Properties. (iii) If the AEW Member fails to accept the Offer Price by notice given to the Sunrise Member within said twenty-one (21) day period, then the Sunrise Member shall have the right to cause the Company to market the applicable Property for sale to third parties, subject to the consent of the AEW Member, which shall not be unreasonably withheld or de...
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Related to Prior to Stabilization

  • No Stabilization The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Shares.

  • No Stabilization or Manipulation The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

  • No Price Stabilization Neither the Company, its Subsidiaries nor any of the Company’s or its Subsidiaries’ officers, directors or affiliates has taken or will take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company, or which caused or resulted in, or which would in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company.

  • Stabilization and Manipulation Neither the Adviser, the Administrator nor any of their respective partners, officers, affiliates or controlling persons has taken, directly or indirectly, any action designed, under the 1934 Act, to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Securities in violation of any law, statute, regulation or rule applicable to the Adviser, the Administrator or any of their respective partners, officers, affiliates or controlling persons.

  • No Price Stabilization or Manipulation The Company has not taken and will not take, directly or indirectly, any action designed to, or that might be reasonably expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities.

  • No Stabilization or Manipulation; Compliance with Regulation M The Company will not take, and will ensure that no affiliate of the Company will take, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the price of the Shares or any reference security with respect to the Shares, whether to facilitate the sale or resale of the Offered Shares or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M.

  • Market Stabilization In connection with the distribution of the Offered Shares, the Underwriters (or any of them) may effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, but in each case as permitted by Applicable Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Underwriters at any time.

  • Stabilization Neither the Company nor, to its knowledge, any of its employees, directors or shareholders (without the consent of the Representative) has taken or shall take, directly or indirectly, any action designed to or that has constituted or that might reasonably be expected to cause or result in, under Regulation M of the Exchange Act, or otherwise, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Public Securities.

  • No Price Stabilization or Manipulation; Compliance with Regulation M Neither the Company nor any of its subsidiaries has taken, directly or indirectly, any action designed to or that might cause or result in stabilization or manipulation of the price of the Shares or of any “reference security” (as defined in Rule 100 of Regulation M under the Exchange Act (“Regulation M”)) with respect to the Shares, whether to facilitate the sale or resale of the Offered Shares or otherwise, and has taken no action which would directly or indirectly violate Regulation M.

  • No Market Stabilization or Manipulation The Company has not taken and will not take, directly or indirectly, any action designed to or which might reasonably be expected to cause or result in, or which has constituted, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities.

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