Subordinated Termination Fee Sample Clauses

Subordinated Termination Fee. (i) On the Termination Date, the Advisor shall be entitled to a Subordinated Termination Fee. The Subordinated Termination Fee, if any, will be payable in the form of a promissory note equal to (A) fifteen percent (15%) of the amount, if any, by which (1) the sum of (v) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, less (w) any Loans secured by such Investments, plus (x) total Distributions paid through the Termination Date on Shares issued in Offerings through the Termination Date, less (y) the liquidation preference of all Preferred Stock issued on or prior to the Termination Date (whether or not converted into Shares), which liquidation preference shall be reduced by any amounts paid on or prior to the Termination Date to purchase or redeem any shares of Preferred Stock or any Shares issued on conversion of any Preferred Stock, less (z) any amounts distributable as of the Termination Date to limited partners who received OP Units in connection with the acquisition of any Investments upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (2) the sum of the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any Shares purchased in an Offering pursuant to the Company’s share repurchase plan or otherwise) and the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date, less (B) any prior payments to the Advisor of the Subordinated Participation In Net Sales Proceeds or the Subordinated Incentive Listing Fee. In addition, at the time of termination, the Advisor may elect to defer its right to receive a Subordinated Termination Fee until either a Listing or an Other Liquidity Event occurs.
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Subordinated Termination Fee. (i) Upon termination of this Agreement, the Associate Limited Partner shall be entitled to a Subordinated Termination Fee. The Subordinated Termination Fee, if any, will be payable in the form of an interest bearing promissory note equal to the sum of: (A) ten percent (10%) of the amount, if any, by which (1) the sum of (v) the fair market value (determined by appraisal as of the Termination Date) of the Investments on the Termination Date, less (w) any Loans secured by such Investments, plus (x) total Distributions paid through the Termination Date on Shares issued in Offerings through the Termination Date, less (y) any amounts distributable as of the Termination Date to limited partners who received OP Units in connection with the acquisition of any Investments upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Termination Date), exceeds (2) the sum of the Gross Proceeds raised in all Offerings through the Termination Date (less amounts paid on or prior to the Termination Date to purchase or redeem any Shares purchased in an Offering pursuant to the Company’s share repurchase plan) and the total amount of cash that, if distributed to those Stockholders who purchased Shares in an Offering on or prior to the Termination Date, would have provided such Stockholders an annual eight percent (8%) cumulative, non-compounded return on the Gross Proceeds raised in all Offerings through the Termination Date, measured for the period from inception through the Termination Date.
Sample 1Sample 2
Subordinated Termination Fee. (i) Upon termination of this Agreement, the Advisor shall be entitled to a Subordinated Termination Fee. The Subordinated Termination Fee, if any, will equal to the sum of (A) fifteen percent (15%) of the amount, if any, by which (1) the appraised value of the Company’s Investments on the Termination Date, less any Loans secured by such Investments, plus total Distributions paid through the Termination Date, exceeds (2) the Gross Proceeds (less amounts paid to repurchase Shares pursuant to the Company’s share repurchase plan) and the total amount of cash that, if distributed to the Advisor as of the Termination Date, would have provided the Advisor an annual six percent (6%) cumulative, non-compounded return on the Gross Proceeds through the Termination Date, plus (B) deemed Property Disposition Fees equal to three percent (3%) of the Contract Sales Price that would have been paid to the Advisor or its Affiliates (assuming the sale of substantially all the Investments of the Operating Partnership at the Termination Date, at fair market value on such date; provided that in no event may such deemed Property Disposition Fees exceed the aggregate Competitive Real Estate Commissions for such Investments). In addition, the Advisor may elect to defer its right to receive a Subordinated Termination Fee until either a Listing or other liquidity event occurs, including a liquidation, sale of substantially all of the Company’s Investments or merger in which the Stockholders receive in exchange for their shares of the Company’s common stock shares of a company that are traded on a national securities exchange.
Sample 1

Related to Subordinated Termination Fee

  • Company Termination Fee (a) If this Agreement is terminated (i) by Parent pursuant to Section 8.4(a) (Company Change in Recommendation) or (ii) by the Company pursuant to Section 8.3(c) (Termination for Superior Proposal), then the Company shall, within two (2) Business Days after such termination in the case of clause (i) or concurrently with such termination in the case of clause (ii), pay Parent a fee equal to $356,000,000 (the “Company Termination Fee”) less any amount of Parent Expenses previously paid by the Company.

  • Parent Termination Fee (a) If this Agreement is terminated by the Company pursuant to Section 8.3(a) (Parent Change in Recommendation) then Parent shall, within two (2) Business Days after such termination pay the Company a fee equal to $356,000,000 (the “Parent Termination Fee”) less any amount of Company Expenses previously paid by Parent. In no event shall Parent be required to pay the Parent Termination Fee or the Company Expenses on more than one occasion.

  • Termination Fee (a) In the event that:

  • Expenses; Termination Fee (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Early Termination Fee In the event that the Funds terminate this Agreement prior to the five (5) year anniversary of the Effective Date (the “Anniversary Date”), other than due to the Transfer Agent’s bankruptcy under Section 12.6, or for cause under Section 12.7, or under Section 4.2 in the event the Transfer Agent ceases to be a registered transfer agent under the 1934 Act, or under Section 4.9 in the event the Transfer Agent violates clauses (a) or (b) of that Section, the Funds shall pay to the Transfer Agent an early termination fee (the “Early Termination Fee”), the amount of which shall be determined as follows:

  • Effect of Termination; Termination Fee (a) In the event of the termination and abandonment of this Agreement pursuant to Section 10.1, the Agreement shall terminate and have no effect, except as otherwise provided herein and except that the provisions of this Section 10.2, Section 10.5 and Article 11 of this Agreement shall survive any such termination and abandonment.

  • Termination Fee; Expenses Except as provided in this ------------------------- Section 7.3, all fees and expenses incurred by the parties hereto shall be borne solely and entirely by the party which has incurred such fees and expenses. In the event that (A) a Takeover Proposal shall have been made known to the Company or shall have been made directly to its stockholders generally or any person shall have publicly announced an intention (whether or not conditional) to make a Takeover Proposal and thereafter this Agreement is terminated by the Company either (I) pursuant to Section 7.1(b)(iii) hereof or, (II) if the Offer has remained open for at least 20 business days and the Minimum Condition has not been satisfied (and none of the events described in paragraphs (a), (b), (d) and (e) of Annex A shall have occurred so as to result in a condition to the Offer not being satisfied), pursuant to Section 7.1(b)(ii) hereof, and in the case of either clause (I) or (II) such Takeover Proposal is consummated within one (1) year of such termination or (B) this Agreement (i) is terminated by Parent pursuant to Section 7.1(d)(ii), or (ii) is terminated by the Company pursuant to Section 7.1(c)(ii), then the Company shall pay to Parent (in the case of a termination pursuant to Section 7.1(c)(ii), prior to or simultaneously with such termination, or in the case of a termination pursuant to Section 7.1(d)(ii), not later than one (1) business day after such termination, or in the case of a termination pursuant to Section 7.1(b)(ii) or 7.1(b)(iii), upon the consummation of such Takeover Proposal) a termination fee equal to $10 million in cash and shall reimburse Parent's out-of-pocket expenses, including attorneys' fees, related to this Agreement and the transactions contemplated hereby. The fee arrangement contemplated hereby is the sole remedy hereunder and shall be paid pursuant to this Section 7.3 regardless of any alleged breach, other than a willful or intentional breach, by Parent of its obligations hereunder, provided that no payment made by the Company pursuant to this Section 7.3 shall operate or be construed as a waiver by the Company of any breach of this Agreement by Parent or Purchaser or of any rights of the Company in respect thereof.

  • Expenses; Termination Fees (a) Except as set forth in this Section 8.3, all fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Offer and Merger are consummated.

  • Termination Fees (a) If this Agreement is terminated:

  • Payment Through Termination Upon termination of Employee's employment for any reason provided above, Employee shall be entitled to receive all compensation earned and all benefits and reimbursements (including payments for accrued vacation and sick leave, in each case in accordance with applicable policies of the Company) due through the effective date of termination. Additional compensation subsequent to termination, if any, will be due and payable to Employee only to the extent and in the manner expressly provided above in this Section 6. With respect to incentive bonus compensation, Employee shall be entitled to receive any bonus declared but not paid prior to termination. In addition, in the event of a termination by the Company under Section 6(b) or 6(d), Employee shall be entitled to receive incentive bonus compensation through the end of the Company's fiscal year in which termination occurs, calculated as if Employee had remained employed by the Company through the end of such fiscal year, and paid in such amounts, at such times, and in such forms as are determined pursuant to Section 3(b) above and Exhibit A attached hereto. Except as specified in the preceding two sentences, Employee shall not be entitled to receive any incentive bonus compensation after the effective date of termination of his employment. All other rights and obligations of USFloral, the Company, and Employee under this Agreement shall cease as of the effective date of termination, except that Employee's obligations under Sections 7, 8, 9 and 10 below shall survive such termination in accordance with their terms.

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