Incentive Listing Note definition

Incentive Listing Note means the convertible note in form and substance reasonably acceptable to the Administrative Agent, to be issued by the Borrower to the Special Limited Partner in accordance with its obligations under the Borrower’s organizational documents to redeem the Special Limited Partner’s interest in the Borrower, in an amount equal to fifteen percent (15%) of the amount, if any, by which (i) the sum of (A) the market value of AF REIT’s outstanding common stock plus (B) the sum of all distributions paid by AF REIT prior to the listing of the Stock of AF REIT on a national securities exchange, exceeds (ii) the sum of (X) the total gross proceeds of all public and private offerings, including issuance of AF REIT’s common stock pursuant to a merger or business combination, consummated prior to the date AF REIT’s common stock is first listed on a national securities exchange plus (Y) the amount of cash flow necessary to generate a six percent (6%) annual (based on a 365-day year) cumulative, non-compounded pre-tax return to such stockholders (with no accrual of additional amounts on the outstanding obligations), having no stated maturity date and payable solely from the net proceeds received by AF REIT from the sale of any of the Borrower’s direct or indirect investments in real property, loans and other investments permitted by the Borrower’s organizational documents occurring after AF REIT’s common stock is first listed on a national securities exchange, as amended or otherwise modified from time to time as permitted pursuant to the terms hereof.
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Incentive Listing Note means the convertible note to be issued in the amount of the Incentive Listing Distribution which shall be in form and substance reasonably acceptable to Administrative Agent and the Required Lenders.
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Incentive Listing Note is hereby added to Section 1.01 of the Credit Agreement:
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Examples of Incentive Listing Note in a sentence

  • Simultaneously with the entering into of the Incentive Listing Note, the Borrower and the Special Limited Partner shall enter into the Special Limited Partner Subordination Agreement.

  • Notwithstanding the foregoing, the Borrower shall not enter into any amendment or replacement of, prepayment, redemption or defeasance of the Incentive Listing Note unless the consent of the Administrative Agent has been obtained; provided that nothing in this Section 8.14 shall prohibit the Incentive Listing Note from being contributed to the Borrower in exchange for equity interests of the Borrower.

  • Indebtedness shall not include the obligations of Borrower under the Incentive Listing Note so long as the obligations thereunder are subject to the Subordination and Standstill Agreement.

  • Simultaneously with entering into the Incentive Listing Note, the Borrower and the Special Limited Partner shall (i) execute and deliver to the Agent the Subordination and Standstill Agreement (together with evidence of Special Limited Partner’s authority to enter into the same satisfactory to the Agent), and (ii) provide to the Agent executed copies of the Incentive Listing Note and any other agreements, instruments or documents relating thereto (the “Listing Note Documents”).

  • Conditions Precedent 59 Section 7.1. All Credit Events 59 Section 7.2. Initial Credit Event 6059 Section 7.3. Eligible Property Additions and Deletions of Unencumbered Pool Properties 61 Section 7.4. Incentive Listing Note 63 SECTION 8.

  • The Incentive Listing Note shall not in any event (i) include any accrual of additional amounts on the outstanding principal obligations thereunder, or (ii) be secured by any collateral or guaranteed by REIT or any Subsidiary.

  • That certain Subordination and Standstill Agreement to be entered into among Special Limited Partner, the Borrower and the Agent contemporaneously with the issuance of the Incentive Listing Note, such agreement to be in form and substance satisfactory to the Agent.

  • Notwithstanding any other provisions of this Sections5.01 and after giving effect to the special allocations in Sections 5.01(b)(i), 5.01(b)(ii) and 5.01(c), 100% of the Partnership’s deduction attributable to the subordinated incentive listing fee (the amount of such fee to be equal to the principal amount of the Subordinated Incentive Listing Note) (the “Subordinated Incentive Listing Deduction”) shall be allocated to the Additional Limited Partner in the 2012 taxable year of the Partnership.

  • Notwithstanding any other provisions of this Sections 5.01 and after giving effect to the special allocations in Sections 5.01(b)(i), 5.01(b)(ii) and 5.01(c), 100% of the Partnership’s deduction attributable to the subordinated incentive listing fee (the amount of such fee to be equal to the principal amount of the Subordinated Incentive Listing Note) (the “Subordinated Incentive Listing Deduction”) shall be allocated to the Additional Limited Partner in the 2012 taxable year of the Partnership.

  • Concurrently with the execution of this Agreement, the Borrower has issued the Incentive Listing Note and has incurred obligations thereunder to make payments or other distributions pursuant thereto to the Special Limited Partner (all such obligations arising under or pursuant to the Incentive Listing Note, the “Subordinated Obligations”).


More Definitions of Incentive Listing Note

Incentive Listing Note means the convertible note, in form and substance reasonably satisfactory to the Administrative Agent (it being acknowledged that the draft Incentive Listing Note attached as Exhibit L-1 is reasonably satisfactory to it) to be issued by the Borrower to the Special Limited Partner to redeem the Special Limited Partner’s interest in the Borrower, in an amount equal to (a) fifteen percent (15%) of the amount, if any, by which (i) the sum of (A) the average closing price of the shares of common stock over the thirty (30) consecutive trading days during which the shares of the REIT’s common stock are eligible for trading beginning one hundred eighty (180) days after trading in the shares of common stock first commences or commenced multiplied by the number of shares of the REIT’s common stock outstanding on the day trading first commences or commenced plus (B) the sum of all distributions of money or other property by the REIT to the holders of its common stock, including distributions that may constitute a return of capital for U.S. federal income tax purposes, prior to listing, exceeds (ii) the sum of (Y) the total Gross Proceeds in all public offerings of shares of common stock of the REIT plus (Z) the total amount of cash that, if distributed to the holders of its common stock of the REIT who purchased shares of common stock in any offering, would have provided such holders of its common stock a six percent (6.0%) cumulative, non-compounded, pre-tax annual return (based on a 365-day year) on the Gross Proceeds raised in all such offerings as of the listing, minus (b) the aggregate amount of distributions made to the Special Limited Partner, pursuant to the partnership agreement of the Borrower, from the net proceeds of asset sales prior to the determination of the amount calculated pursuant to clause (a)(i)(A) above. The Incentive Listing Note may be converted into operating partnership units of the Borrower pursuant to the terms thereof and the terms of the Second Amended and Restated Agreement of Limited Partnership of Global Net Lease Operating Partnership, L.P., as in effect on the Seventh Amendment Effective Date.”
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Related to Incentive Listing Note

  • Equity Listing Event means an initial public offering of shares in the Issuer, after which such shares shall be quoted, listed, traded or otherwise admitted to trading on a regulated market or unregulated market.

  • Company Equity Incentive Plan means the Company’s omnibus equity plan, last approved by Company Shareholders on November 6, 2018 and as proposed to be amended at the Company’s May 7, 2019 shareholders’ meeting.

  • Equity Plan means any stock or equity purchase plan, restricted stock or equity plan or other similar equity compensation plan now or hereafter adopted by the Company or the Corporation.

  • Listing Agreement means an agreement that is to be entered into between a recognised stock exchange and the Company pursuant to Securities and Exchange Board (Listing Obligations and Disclosure Requirements), 2015

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • De-listing Event means the situation where (i) the shares in the Issuer are not listed and admitted to trading on a Regulated Market or (ii) trading in the shares in the Issuer on the relevant Regulated Market is suspended for a period of fifteen (15) consecutive Business Days.

  • Equity Incentive Plan means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share-based Payment;

  • Parent Equity Plan means the Energy Transfer Equity, L.P. Long-Term Incentive Plan.

  • Incentive Shares means Shares awarded pursuant to the provisions of Article 12.

  • non-equity incentive plan means an incentive plan or portion of an incentive plan that is not an equity incentive plan;

  • exchange policy means Exchange Policy 4.6 - Public Offering by Short Form Offering Document and Exchange Form 4H - Short Form Offering Document, of the TSX Venture Exchange as amended from time to time;

  • Capital Grant means grant paid to the Academy Trust in respect of Capital Expenditure.

  • Equity Award means all incentive stock options, non-statutory stock options, shares of restricted stock, restricted stock units or other incentive equity awards in respect of shares of the Company’s equity securities that have been or will be granted to you by the Company.

  • Equity Incentive Plans means any equity incentive plans for officers, employees or Directors of the Company.

  • incentive plan award means compensation awarded, earned, paid, or payable under an incentive plan;

  • Stock Incentive Plan has the meaning set forth in Section 3(b) of the Agreement.

  • Stock Acquisition means the purchase or other acquisition by Borrower or any of its Subsidiaries of all of the Equity Interests (by merger, stock purchase or otherwise) in any other Person.

  • Stock Appreciation Rights Agreement means a written agreement between the Company and a Holder with respect to an Award of Stock Appreciation Rights.

  • Approved Stock Plan means any employee benefit plan which has been approved by the Board of Directors of the Company, pursuant to which the Company's securities may be issued to any employee, officer or director for services provided to the Company.

  • Incentive Share Option means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

  • Company Equity Plan means any management equity or stock option or ownership plan or any other management or employee benefit plan of the Company or any Subsidiary of the Company.

  • Designated Stock Exchange means any United States national securities exchange on which the securities of the Company are listed for trading, including the Nasdaq Capital Market.

  • Incentive Plan means any plan providing compensation that depends on achieving certain performance goals or similar conditions within a specified period;

  • Equity Award Exchange Ratio means the sum, rounded to the four decimal places, equal to (i) the Exchange Ratio, plus (ii) the quotient of (A) the Cash Consideration, divided by (B) the Parent ADS Price.

  • Approved Stock Exchange means the New York Stock Exchange, NASDAQ or such other stock exchange in the United States of America, the United Kingdom or Hong Kong as is approved in writing by the Facility Agent or, in each case, any successor thereto.

  • Incentive Plans means any incentive, bonus, deferred compensation or similar plan or arrangement currently or hereafter made available by Employer in which Executive is eligible to participate.