Large Investors definition
Examples of Large Investors in a sentence
Such rebate shall be paid monthly to the Large Investors in an amount equal to one-half of the monthly Asset Management Fee percentage (0.1%) multiplied by such Large Investor’s investment in the Company.
In the event such registration is underwritten, the right of Investors to participate in such registration shall be conditioned on such Investors accepting the reasonable terms and conditions of such underwriting as agreed upon among USCB, the Large Investors and the underwriters selected by the initiating Large Investor.
For each Applicable Class, the Company shall pay to the Advisor or an Affiliate of the Advisor as compensation for the advisory services rendered to the Company under Paragraph 3 above, a monthly fee (the “Asset Management Fee”) in an amount equal to the pro rata portion of 0.1% of the Company’s Total Investment Value as of the end of the preceding month; provided, however, that the Advisor shall pay a portion of its Asset Management Fee as a rebate to Large Investors.
The Company shall pay to the Advisor as compensation for the advisory services rendered to the Company under Paragraph 3 above, a monthly fee in an amount equal to 0.1% of the Company’s Average Invested Assets (the “Asset Management Fee”), as of the end of the preceding month; provided, however, that the Advisor shall pay 50% of the pro rata portion of its Asset Management Fee attributable to Large Investors, on a pro rata basis, to the Large Investors.
The rebate will be paid directly by the Advisor to Large Investors as a pro rata rebate of a portion of any REIT Management Fee that it receives.
No provision of this Side Letter Agreement shall be construed to require the Large Investors, USCB, Parent or any of their respective Affiliates, officers or directors to take any action or omit to take any action which action or omission would violate applicable Law.
Nothing contained herein, and no action taken by either Large Investor pursuant hereto, shall be deemed to constitute the Large Investors as, and each of USCB and Parent acknowledges that the Large Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Large Investors are in any way acting in concert or as a group or entity with respect to such obligations.
Company does not have any contracts, agreements, undertakings or arrangements, whether oral, written or implied, with lessees, licensees, managers, accountants, suppliers, agents, officers, distributors, directors, lawyers, or others which cannot be terminated on one month notice.
If either of the Large Investors intends to distribute the Registrable Common Shares by means of an underwriting, they shall so advise USCB in writing.
Subject to the terms of this Agreement, any time after the earlier of (i) five (5) years following the date of this Agreement and (ii) six (6) months following the closing of the Initial Public Offering of USCB, one or more of the Large Investors may request, in writing, that USCB effect a registration on Form S-1 (or Form S-3, provided that USCB is eligible to register securities on Form S-3) of all or part of the Registrable Common Shares owned by such Large Investor.