Common use of Qualifying Internalization Process Clause in Contracts

Qualifying Internalization Process. At any time following the one-year anniversary of the completion of the Offering, the Company may elect to internalize the functions performed by the Business Manager through an agreed-upon, one-year transition with the Business Manager on the terms and subject to the conditions set forth in this Section 10 (a “Qualifying Internalization”). Any decision to pursue a Qualifying Internalization must be approved by the affirmative vote of a majority of the Board of Directors, including a majority of the Independent Directors. If the Company elects to pursue a Qualifying Internalization, the Company shall provide written notice to the Business Manager, stating the Company’s intention to pursue the Qualifying Internalization (the “Qualifying Internalization Notice”). During the one-year period commencing upon the Business Manager’s receipt of the Qualifying Internalization Notice and ending on the one-year anniversary thereof (the “Transition Period”), the Company and the Business Manager shall transition the services provided by the Business Manager to the Company, as follows: (i) during the Transition Period (the “Solicitation Period”), the Company, or any of its subsidiaries, may, without the Business Manager’s consent, solicit and offer to hire each Key Person for employment by the Company or any of its subsidiaries; provided, however, that any Key Person solicited or hired by the Company or its subsidiaries during the Solicitation Period shall not commence his or her employment with the Company or its subsidiaries until the Completion Date (as hereinafter defined); provided, further, that notwithstanding anything to the contrary in this Agreement, the non-solicitation provisions of Section 19 of this Agreement shall not apply to the Key Persons during the Solicitation Period; and (ii) upon the written request of the Company, the Business Manager shall assign one or more of the Service Provider Agreements to the Company. The closing of the Qualifying Internalization shall occur on the last business day of the Transition Period or such other date that the Company and the Business Manager mutually agree (the “Completion Date”) This Agreement shall terminate on the Completion Date.

Appears in 4 contracts

Samples: Business Management Agreement (Inland Real Estate Income Trust, Inc.), Business Management Agreement (Inland Real Estate Income Trust, Inc.), Business Management Agreement (Inland Real Estate Income Trust, Inc.)

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Qualifying Internalization Process. At any time following the one-year anniversary of the completion of the Primary Offering, the Company may elect to internalize the functions performed by the Business Manager through an agreed-upon, one-year transition with the Business Manager on the terms and subject to the conditions set forth in this Section 10 (a “Qualifying Internalization”). Any decision to pursue a Qualifying Internalization must be approved by the affirmative vote of a majority of the Board of Directors, including a majority of the Independent Directors. If the Company elects to pursue a Qualifying Internalization, the Company shall provide written notice to the Business Manager, stating the Company’s intention to pursue the Qualifying Internalization (the “Qualifying Internalization Notice”). During the one-year period commencing upon the Business Manager’s receipt of the Qualifying Internalization Notice and ending on the one-year anniversary thereof (the “Transition Period”), the Company and the Business Manager shall transition the services provided by the Business Manager to the Company, as follows: (i) during the Transition Period (the “Solicitation Period”), the Company, or any of its subsidiaries, may, without the Business Manager’s consent, solicit and offer to hire each Key Person for employment by the Company or any of its subsidiaries; provided, however, that any Key Person solicited or hired by the Company or its subsidiaries during the Solicitation Transition Period shall not commence his or her employment with the Company or its subsidiaries until the Completion Date (as hereinafter defined); provided, further, that notwithstanding anything to the contrary in this Agreement, the non-solicitation provisions of Section 19 18 of this Agreement shall not apply to the Key Persons during the Solicitation Transition Period; and; (ii) upon the written request of the Company, the Business Manager shall assign one or more of the Service Provider Agreements to the CompanyCompany or the Operating Partnership. The closing of the Qualifying Internalization shall occur on the last business day Business Day of the Transition Period or such other date that the Company and the Business Manager mutually agree (the “Completion Date”) ). This Agreement shall terminate on the Completion Date.

Appears in 2 contracts

Samples: Business Management Agreement (Inland Residential Properties Trust, Inc.), Business Management Agreement (Inland Residential Properties Trust, Inc.)

Qualifying Internalization Process. At any time following the one-year anniversary of the completion of the Offering, the Company may elect to internalize the functions performed by the Business Manager through an agreed-upon, one-year transition with the Business Manager on the terms and subject to the conditions set forth in this Section 10 (a “Qualifying Internalization”). Any decision to pursue a Qualifying Internalization must be approved by the affirmative vote of a majority of the Board of Directors, including a majority of the Independent Directors. If the Company elects to pursue a Qualifying Internalization, the Company shall provide written notice to the Business Manager, stating the Company’s intention to pursue the Qualifying Internalization (the “Qualifying Internalization Notice”). During the one-year period commencing upon the Business Manager’s receipt of the Qualifying Internalization Notice and ending on the one-year anniversary thereof (the “Transition Period”), the Company and the Business Manager shall transition the services provided by the Business Manager to the Company, as follows: (i) during the first six months of the Transition Period (the “Solicitation Period”), the Company, or any of its subsidiaries, may, without the Business Manager’s consent, solicit and offer to hire each Key Person for employment by the Company or any of its subsidiaries; provided, however, that any Key Person solicited or hired by the Company or its subsidiaries during the Solicitation Period shall not commence his or her employment with the Company or its subsidiaries until the Completion Date (as hereinafter defined); provided, further, that notwithstanding anything to the contrary in this Agreement, the non-solicitation provisions of Section 19 of this Agreement shall not apply to the Key Persons during the Solicitation Period; and (ii) upon the written request of the Company, the Business Manager shall assign one or more of the Service Provider Agreements to the Company. The closing of the Qualifying Internalization shall occur on the last business day of the Transition Period or such other date that the Company and the Business Manager mutually agree (the “Completion Date”) This Agreement shall terminate on the Completion Date.

Appears in 1 contract

Samples: Business Management Agreement (Inland Real Estate Income Trust, Inc.)

Qualifying Internalization Process. At any time following the one-year anniversary of the completion of the Offering, the Company may elect to internalize the functions performed by the Business Manager through an agreed-upon, one-year transition with the Business Manager on the terms and subject to the conditions set forth in this Section 10 (a “Qualifying Internalization”). Any decision to pursue a Qualifying Internalization must be approved by the affirmative vote of a majority of the Board of Directors, including a majority of the Independent Directors. If the Company elects to pursue a Qualifying Internalization, the Company shall provide written notice to the Business Manager, stating the Company’s intention to pursue the Qualifying Internalization (the “Qualifying Internalization Notice”). During the one-year period commencing upon the Business Manager’s receipt of the Qualifying Internalization Notice and ending on the one-year anniversary thereof (the “Transition Period”), the Company and the Business Manager shall transition the services provided by the Business Manager to the Company, as follows: (i) during the Transition Period (the “Solicitation Period”), the Company, or any of its subsidiaries, may, without the Business Manager’s consent, solicit and offer to hire each Key Person for employment by the Company or any of its subsidiaries; provided, however, that any Key Person solicited or hired by the Company or its subsidiaries during the Solicitation Period shall not commence his or her employment with the Company or its subsidiaries until the Completion Date (as hereinafter defined); provided, further, that notwithstanding anything to the contrary in this Agreement, the non-solicitation provisions of Section 19 of this Agreement shall not apply to the Key Persons during the Solicitation Period; and (ii) upon the written request of the Company, the Business Manager shall assign one or more of the Service Provider Agreements to the Company. The closing of the Qualifying Internalization shall occur on the last business day of the Transition Period or such other date that the Company and the Business Manager mutually agree (the “Completion Date”) This Agreement shall terminate on the Completion Date. (iii) Nothing in this Section 10 shall impact the Company’s right to enter into an agreement with any person to serve as the Company’s president or chief executive officer or any amounts payable under an agreement governing Executive Officer Compensation.

Appears in 1 contract

Samples: Business Management Agreement (Inland Real Estate Income Trust, Inc.)

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Qualifying Internalization Process. At any time following the one-year anniversary of the completion of the Primary Offering, the Company may elect to internalize the functions performed by the Business Manager through an agreed-upon, one-year upon transition with the Business Manager on the terms and subject to the conditions set forth in this Section 10 (a “Qualifying Internalization”). Any decision to pursue a Qualifying Internalization must be approved by the affirmative vote of a majority of the Board of Directors, including a majority of the Independent Directors. If the Company elects to pursue a Qualifying Internalization, the Company shall provide written notice to the Business Manager, stating the Company’s intention to pursue the Qualifying Internalization (the “Qualifying Internalization Notice”). During the one-year period commencing upon the Business Manager’s receipt of the Qualifying Internalization Notice and ending on the one-year anniversary thereof (the “Transition Period”), the Company and the Business Manager shall transition the services provided by the Business Manager to the Company, as follows: (i) during the Transition Period (the “Solicitation Period”), the Company, or any of its subsidiaries, may, without the Business Manager’s consent, solicit and offer to hire each Key Person for employment by the Company or any of its subsidiaries; provided, however, that any Key Person solicited or hired by the Company or its subsidiaries during the Solicitation Transition Period shall not commence his or her employment with the Company or its subsidiaries until the Completion Date (as hereinafter defined); provided, further, that notwithstanding anything to the contrary in this Agreement, the non-solicitation provisions of Section 19 18 of this Agreement shall not apply to the Key Persons during the Solicitation Transition Period; and; (ii) upon the written request of the Company, the Business Manager shall assign one or more of the Service Provider Agreements to the CompanyCompany or the Operating Partnership. The closing of the Qualifying Internalization shall occur on the last business day Business Day of the Transition Period or such other date that the Company and the Business Manager mutually agree (the “Completion Date”) ). This Agreement shall terminate on the Completion Date.

Appears in 1 contract

Samples: Business Management Agreement (Inland Residential Properties Trust, Inc.)

Qualifying Internalization Process. At any time following the one-year anniversary of the completion of the Offering, the Company may elect to internalize the functions performed by the Business Manager through an agreed-upon, one-year transition with the Business Manager on the terms and subject to the conditions set forth in this Section 10 (a “Qualifying Internalization”). Any decision to pursue a Qualifying Internalization must be approved by the affirmative vote of a majority of the Board of Directors, including a majority of the Independent Directors. If the Company elects to pursue a Qualifying Internalization, the Company shall provide written notice to the Business Manager, stating the Company’s intention to pursue the Qualifying Internalization (the “Qualifying Internalization Notice”). During the one-year period commencing upon the Business Manager’s receipt of the Qualifying Internalization Notice and ending on the one-year anniversary thereof (the “Transition Period”), the Company and the Business Manager shall transition the services provided by the Business Manager to the Company, as follows: (i) during the the Transition Period (the “Solicitation Period”), the Company, or any of its subsidiaries, may, without the Business Manager’s consent, solicit and offer to hire each Key Person for employment by the Company or any of its subsidiaries; provided, however, that any Key Person solicited or hired by the Company or its subsidiaries during the Solicitation Period shall not commence his or her employment with the Company or its subsidiaries until the Completion Date (as hereinafter defined); provided, further, that notwithstanding anything to the contrary in this Agreement, the non-solicitation provisions of Section 19 of this Agreement shall not apply to the Key Persons during the Solicitation Period; and (ii) upon the written request of the Company, the Business Manager shall assign one or more of the Service Provider Agreements to the Company. The closing of the Qualifying Internalization shall occur on the last business day of the Transition Period or such other date that the Company and the Business Manager mutually agree (the “Completion Date”) This Agreement shall terminate on the Completion Date.

Appears in 1 contract

Samples: Business Management Agreement (Inland Real Estate Income Trust, Inc.)

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