Internalization Price definition

Internalization Price means the price ultimately agreed upon by the Company and the Manager, and paid by the Company to the Manager in connection with an Internalization Transaction.
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Internalization Price has the meaning set forth in Section 17(e) of this Agreement.
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Internalization Price means the price paid to the Manager pursuant to an Internalization Transaction under Section 15 hereof and determined in accordance with Section 15(e) hereof.
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Examples of Internalization Price in a sentence

  • Any such Internalization Price would be payable in cash, shares of Common Stock or OP units, or a combination thereof, as determined by a majority of the Independent Directors in their sole discretion.

  • After expiration of the Initial Term, the Company and the Manager may elect to consider an Internalization Transaction, including the negotiation of a mutually acceptable Internalization Price.

  • In the event that the Company and the Manager agree to an Internalization Transaction, the payment of the Internalization Price to the Manager would be in lieu of the payment of any Termination Fee.


More Definitions of Internalization Price

Internalization Price shall be determined as follows: (A) if an Internalization Transaction occurs prior to the Internalization Trigger Anniversary Date, the Internalization Price shall be equal to the price agreed upon by the Company and the Manager pursuant to Section 15(a) or Section 15(b), as applicable; and (B) if an Internalization Transaction occurs as of the Internalization Trigger Anniversary Date pursuant to Section 15(b), the Internalization Price shall be equal to five times the sum of (i) the annual Base Management Fee (without giving effect to any Base Management Fee Rebate), (ii) the annual Incentive Compensation and (iii) the aggregate amount of Outside Fees less the Base Management Fee Rebate, in each case, earned by the Manager during the 12-month period immediately preceding the last day of the most recently completed fiscal quarter, with no Board or Manager discretion to change such Internalization Price.
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Internalization Price means the consideration in any Internalization Transaction agreed upon between the Company and the Manager pursuant to Section 17 of this Agreement.
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Internalization Price has the meaning assigned in Section 16(d).
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Internalization Price means the consideration to be paid by the Company (or the Operating Partnership) for the assets and/or equity of the Advisor in an Internalization Transaction as agreed upon by the Parties in accordance with Section 16 hereof; provided, however, that in the event that the Parties are unable to agree on an Internalization Price for an Internalization Transaction to be consummated at or prior to the end of the last Renewal Term of this Agreement pursuant to Section 16(c), then the Internalization Price for such Internalization Transaction shall be equal to the greater of:
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Internalization Price means the price ultimately agreed upon by the Company and the Advisor, and paid by the Company to the Advisor in connection with an Internalization Transaction. 1.26 “Internalization Transaction” means a transaction in which (i) the Advisor contributes to the Company, the Operating Partnership, the TRS or another subsidiary all of the assets of the Advisor, including, all furniture, fixtures, leasehold improvements, contract rights, computer software, employment and customer relationships, goodwill, going concern value, other identifiable intangible assets and other business assets then owned by the Advisor, (ii) CaliberCos, Inc. (or its Affiliate) and any other equity holder of the Advisor, contributes to the Company, the Operating Partnership, TRS, or another Subsidiary 100% of the outstanding equity interests in the Advisor, or (iii) this Agreement is terminated and, in the case of any transaction referred to in clause (i), (ii) or (iii), the Company becomes internally managed by the officers and employees of the Advisor, CaliberCos, Inc., or its Affiliates.
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Related to Internalization Price

  • Congestion Price means the congestion component of the Locational Marginal Price, which is the effect on transmission congestion costs (whether positive or negative) associated with increasing the output of a generation resource or decreasing the consumption by a Demand Resource, based on the effect of increased generation from or consumption by the resource on transmission line loadings, calculated as specified in Operating Agreement, Schedule 1, section 2, and the parallel provisions of Tariff, Attachment K-Appendix, section 2.

  • Transaction Price means the final, publicly announced, price per share of Common Stock paid by an acquirer in connection with a Change in Control (other than a Non-Transactional Change in Control), provided, however, that the Administrator may, in its sole discretion, discount the value of any earn-out, escrow or other deferred or contingent consideration (in each case, to zero) as it deems appropriate.

  • Valuation Price means in respect of a Valuation Date and any relevant Scheduled Trading Day, the price of the Reference Asset at the Valuation Time on such day, as determined by the Determination Agent.

  • Day-ahead Congestion Price means the Congestion Price resulting from the Day-ahead Energy Market.

  • Acquisition Price means the fair market value of the securities, cash or other property, or any combination thereof, receivable upon consummation of a Company Transaction in respect of a share of Common Stock.

  • Change of Control Purchase Price shall have the meaning specified in Section 10.1.

  • Termination Price As defined in Section 9.01.

  • IPO Price means the initial public offering price of a REIT Share in the IPO.

  • Change of Control Price means the price per share of Common Stock offered to a holder thereof in conjunction with any transaction resulting in a Change of Control on a fully-diluted basis (as determined by the Leadership Development and Compensation Committee as constituted before the Change of Control, if any part of the offered price is payable other than in cash), or, in the case of a Change of Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of a share of Common Stock on any of the 30 trading days immediately preceding the date on which such Change of Control occurs.

  • Change in Control Price means the highest price per share of Stock offered in conjunction with any transaction resulting in a Change in Control (as determined in good faith by the Committee if any part of the offered price is payable other than in cash) or, in the case of a Change in Control occurring solely by reason of a change in the composition of the Board, the highest Fair Market Value of the Stock on any of the 30 trading days immediately preceding the date on which a Change in Control occurs.

  • Applicable Stock Price means, in respect of a Conversion Date, the average of the Closing Sale Prices per share of Common Stock over the five-Trading Day period starting the third Trading Day following such Conversion Date.

  • Market Value Adjustment means, on a given date, an amount equal to the lesser of (x) 98% and (y) a percentage determined according to the following formula: Market Value Adjustment = 98% – [(10yrCMTt – 10yrCMTlaunch) ×Duration], where 10yrCMTt = the 10-Year Treasury Constant Maturity Rate published each business day by the Board of Governors of the Federal Reserve System, or, if such rate ceases to be published, a successor rate reasonably determined by the Trustees (the “10-Year CMT”), on such repurchase date; 10yrCMTlaunch = the 10-Year CMT as of the end of the Initial Offering Period; and Duration = an estimate of the duration of the periodic interest payments of a hypothetical coupon-paying U.S. Government Security with a 25-year maturity, calculated by the Trust’s Investment Manager as of the end of the Initial Offering Period;

  • Extraordinary Common Stock Event means (i) the issue of additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (ii) subdivision of outstanding shares of Common Stock into a greater number of shares of the Common Stock, or (iii) combination of outstanding shares of the Common Stock into a smaller number of shares of the Common Stock.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Change of Control Value means (i) the per share price offered to stockholders of the Company in any such merger, consolidation, reorganization, sale of assets or dissolution transaction, (ii) the price per share offered to stockholders of the Company in any tender offer or exchange offer whereby a Change of Control takes place, or (iii) if such Change of Control occurs other than pursuant to a tender or exchange offer, the Fair Market Value per share of the shares into which Awards are exercisable, as determined by the Committee, whichever is applicable. In the event that the consideration offered to stockholders of the Company consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.

  • Shadow Price means the marginal value of relieving a particular constraint which is determined by the reduction in system cost that would result from an incremental relaxation of that constraint.

  • Fundamental Change Repurchase Price shall have the meaning specified in Section 15.02(a).

  • Liquidation Price means the price at which the Trustee sells the Underlying Securities.

  • Change of Control Redemption Price shall have the meaning set forth in Section 7.3;

  • Common Stock Price means, as of a particular date, the average of the Fair Market Value of one share of Common Stock over the fifteen (15) consecutive trading days ending on, and including, such date (or, if such date is not a trading day, the most recent trading day immediately preceding such date); provided, however, that if such date is the date upon which a Transactional Change of Control occurs, the Common Stock Price as of such date shall be equal to the fair value, as determined by the Committee, of the total consideration paid or payable in the transaction resulting in the Transactional Change of Control for one share of Common Stock.

  • Redemption Price or Repurchase Price means the amount to be paid to the relevant Holder upon redemption of that Unit, such amount to be determined pursuant to this document.

  • Make-Whole Fundamental Change Period shall have the meaning specified in Section 14.03(a).

  • Daily Cash Amount means, with respect to any VWAP Trading Day, the lesser of (A) the applicable Daily Maximum Cash Amount; and (B) the Daily Conversion Value for such VWAP Trading Day.

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.

  • Extraordinary Adjustment Event means any of the following events as they relate to the Reference In- strument: