Subordinated Incentive Listing Fee. Upon Listing, the Advisor shall be entitled to the Subordinated Incentive Listing Fee in an amount equal to 15.0% of the amount by which (i) the Market Value of the Company’s outstanding Shares plus distributions paid by the Company prior to Listing, exceeds (ii) the sum of (A) 100% of Invested Capital and (B) the total Distributions required to be paid to the Stockholders in order to pay the Stockholders’ 8.0% Return from inception through the date that Market Value is determined. The Company shall have the option to pay such fee in the form of cash, Shares, a promissory note, or any combination of the foregoing. If the Company pays such fee with a promissory note, payment in full shall be made from the Net Sales Proceeds of the first Sale completed by the Company after Listing, and interest will accrue at a rate deemed fair and reasonable by the Board from and after the date of Listing. If the Net Sales Proceeds from the first Sale after Listing are insufficient to pay the promissory note in full, including accrued interest, then the promissory note shall be paid in part with such Net Sales Proceeds, and in part from the Net Sales Proceeds from the next successive Sales until the amount owing pursuant to such promissory note is paid in full. If the promissory note has not been paid in full within five years from the date of Listing, then the Advisor, or its successors or assigns, may elect to convert the unpaid balance, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election. If the Shares are no longer Listed at such time as the promissory note becomes convertible into Shares as provided by this paragraph, then the price per Share, for purposes of conversion, shall equal the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets as of the date of election.
Subordinated Incentive Listing Fee. The fee payable to the Advisor under certain circumstances if the Shares are Listed pursuant to Section 3.01(e).
Subordinated Incentive Listing Fee. The fee payable to the Advisor under certain circumstances if the Shares are Listed pursuant to Section 3.01(g).
Subordinated Incentive Listing Fee. Upon listing on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or a national market system registered under Section 11A of the Exchange Act ("Listing"), the Advisor shall be entitled to a subordinated incentive listing fee in an amount equal to 10.0% of the amount by which (i) the market value of the outstanding stock of the Company, measured by taking the average closing price or average of bid and asked price, as the case may be, over a period of 30 consecutive days during which the stock is traded, with such period beginning 180 days after Listing ("Market Value"), plus the total of all distributions paid to stockholders from the Company's inception until the date of Listing, exceeds (ii) the sum of (A) 100% of invested capital and (B) the total distributions required to be paid to the stockholders in order to pay the Stockholders' 6.0% Return from inception through the date of Listing ("Subordinated Incentive Listing Fee"). The Company shall have the option to pay such fee in the form of cash, Shares, a promissory note or any combination of the foregoing. The Subordinated Incentive Fee will be reduced by the amount of any prior payment to the Advisor of any Subordinated Share of Net Sale Proceeds from a sale or sales of a Property. In the event the Subordinated Incentive Fee is paid to the Advisor following Listing, no other performance fee will be paid to the Advisor.
Subordinated Incentive Listing Fee. Upon Listing of the Shares, the Company shall pay the Advisor or its assignees a Subordinated Incentive Listing Fee in the form of a promissory note equal to fifteen percent (15%) of the amount, if any, by which (i) the market value of the outstanding Shares plus Distributions paid by the Company prior to Listing, exceeds (ii) the sum of the total amount of capital raised from investors in Shares and the amount of cash flow necessary to generate an annual six percent (6%) cumulative, non-compounded return to such investors. The promissory note shall be repaid from the net sales proceeds of each Sale of an Investment that occurs after the date of the Listing. At the time of each such Sale, the Company may pay at its discretion all or a portion of such promissory note in Shares, which may or may not be registered under the Securities Act, or cash.
Subordinated Incentive Listing Fee. Following Listing, and as soon as practicable after determination of Market Value, the Advisor shall be entitled to receive a Subordinated Incentive Listing Fee payable in the form of an interest bearing promissory note (the “SILF Note”) in a principal amount equal to 15% of the amount by which (i) the market value of the outstanding Shares, measured by taking the Market Value, plus the total of all Distributions paid to Stockholders from the Company’s inception until the date of Listing, exceeds (ii) the sum of (A) 100% of Invested Capital and (B) the total Distributions required to be paid to the Stockholders in order to pay the Stockholders’ 10% Return from inception through the date of Listing. Interest on the SILF Note will accrue beginning on the date of Listing at a rate deemed fair and reasonable by the Independent Directors on the date of Listing. The Company shall repay the SILF Note using the entire Net Sales Proceeds of each Sale after Listing until the SILF Note is paid in full, with interest. If the SILF Note has not been paid in full within five years from the date of Listing, then the Advisor, its successors or assigns, may elect to convert the balance of the SILF NOTE, including accrued but unpaid interest, into Shares at a price per Share equal to the average Closing Price of the Shares over the ten trading days immediately preceding the date of such election. If the Shares are no longer listed at such time as the SILF Note becomes convertible into Shares as provided by this paragraph, then the price per Share, for purposes of conversion, shall equal the fair market value for the Shares as determined by the Board based upon the Appraised Value of the Assets as of the date of election.
Subordinated Incentive Listing Fee. Upon Listing, the Advisor shall be entitled to the Subordinated Incentive Fee in an amount equal to the sum of:
Subordinated Incentive Listing Fee. Upon Listing, the Advisor shall be entitled to the Subordinated Incentive Listing Fee in an amount equal to 15.0% of the amount by which (i) the market value of the outstanding Shares, measured by taking the Market Value, plus the total of all Dividends paid to Stockholders from the Company's inception until the date of Listing, exceeds (ii) the sum of (A) 100% of Invested Capital and (B) the total Dividends required to be paid to the Stockholders in order to pay the Stockholders' 9.0% Return from inception through the date of Listing. The Company shall have the option to pay such fee in the form of cash or a promissory note (payable in equal monthly installments of interest and principal over a period not in excess of two years from the date of the promissory note) or any combination of the foregoing. In the event the Subordinated Incentive Listing Fee is paid to the Advisor following Listing, no Performance Fee will be paid to the Advisor except as negotiated pursuant to Section 4.03(d).
Subordinated Incentive Listing Fee. Upon a Listing, the Company shall pay the Advisor, in one or more payments solely out of Net Sales Proceeds, an amount equal to (i) fifteen percent (15%) of the amount, if any, by which (A) the sum of (I) the Market Value, plus (II) total distributions attributable to Net Sales Proceeds paid through the date of Listing on Common Shares issued in all Offerings through such date, exceeds (B) the sum of (I) the Gross Proceeds raised in all Offerings through the date of Listing (less amounts paid on or prior to such date to purchase or redeem any Common Shares purchased in an Offering pursuant to the Company’s share repurchase program), plus (II) the minimum amount of cash that, if distributed to those Stockholders who purchased Common Shares in an Offering on or prior to the date of Listing, would have provided such Stockholders an eight percent (8%) annual cumulative, pre-tax, non-compounded return on the Gross Proceeds raised in all Offerings through the date of Listing, measured for the period from inception through the date of Listing, less (ii) any prior payments to the Advisor of the Subordinated Participation in Net Sales Proceeds or the Annual Subordinated Performance Fee, as applicable. The Subordinated Incentive Listing Fee will only be paid to the Advisor if this Agreement has not been terminated by the Company or the Advisor prior to the date of Listing.
Subordinated Incentive Listing Fee. The fee payable to the Advisor under certain circumstances if the Shares are Listed pursuant to Section 9(i).
