Subordinated Performance Fee Due Upon Termination means a fee payable in the form of an interest bearing promissory note (the “Performance Fee Note”) in a principal amount equal to (1) 15% of the amount, if any, by which (a) the Appraised Value of the Company’s Properties at the Termination Date, less amounts of all indebtedness secured by the Company’s Properties, plus the fair market value of all other Loans and Permitted Investments of the Company at the Termination Date, less amounts of indebtedness related to such Loans and Permitted Investments, plus total Distributions (excluding any stock dividend) through the Termination Date exceeds (b) the sum of Invested Capital plus total Distributions required to be made to the stockholders in order to pay the Stockholders’ 8% Return from inception through the Termination Date less (2) any prior payment to the Advisor of a Subordinated Share of Cash Flows. Interest on the Performance Fee Note will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Conflicts Committee. The Company shall repay the Performance Fee Note at such time as the Company completes the first Sale or Settlement after the Termination Date using Cash from Sales and Settlements. If the Cash from Sales and Settlements from the first Sale or Settlement after the Termination Date is insufficient to pay the Performance Fee Note in full, including accrued interest, then the Performance Fee Note shall be paid in part from the Cash from Sales and Settlements from the first Sale or Settlement, and in part from the Cash from Sales and Settlements from each successive Sale or Settlement until the Performance Fee Note is repaid in full, with interest. If the Performance Fee Note has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee, 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 Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board of Directors based upon the Appraised Value of Company’s Properties on the date of election plus the fair market value of all other Loan...
Subordinated Performance Fee Due Upon Termination means a fee payable to the Advisor upon the termination of the Advisory Agreement, such performance fee shall equal 50% of the excess market value or 50% of the excess net appraised value, whichever is greater, if the holders of Common Stock have received cumulative Dividends equal to 100% of the Invested Capital plus a 10% cumulative, non-compounded per annum return on the Invested Capital, calculated on an aggregate weighted average daily basis.
Subordinated Performance Fee Due Upon Termination means the fee payable to the Advisor or its assignees under certain circumstances upon termination of this Agreement, as calculated in Section 13.3.
Examples of Subordinated Performance Fee Due Upon Termination in a sentence
In the event the Subordinated Incentive Fee is paid to the Advisor following Listing, no other performance fee or Subordinated Share of Net Sales Proceeds, including the Subordinated Performance Fee Due Upon Termination, will be paid to the Advisor.
In the event the Subordinated Incentive Fee Due Upon Listing is paid to the Advisor following Listing, the Advisor will not be entitled to receive any payments of Subordinated Performance Fee Due Upon Termination or Subordinated Share of Net Sale Proceeds following receipt of the Subordinated Incentive Fee Due Upon Listing.
After the Termination Date, other than the Subordinated Performance Fee Due Upon Termination, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursable expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Advisory Agreement.
The Advisor and the Company shall not agree to increase the Acquisition Fee or reduce the Subordinated Share of Net Sale Proceeds Threshold, the Subordinated Incentive Fee Threshold, or the Subordinated Performance Fee Due Upon Termination Threshold without the approval of the Stockholders.
Upon termination, unless such termination is by the Company because of a material breach of this Advisory Agreement by the Advisor as a result of willful or intentional misconduct or bad faith on behalf of the Advisor, the Advisor shall be entitled to receive from the Company the Subordinated Performance Fee Due Upon Termination payable in the form of an interest bearing promissory note bearing interest at a rate of LIBOR plus 200 basis points (the “Performance Fee Note”).
More Definitions of Subordinated Performance Fee Due Upon Termination
Subordinated Performance Fee Due Upon Termination means a fee equal to (1) 8.0% of the amount, if any, by which (a) the Appraised Value of the Company’s Properties at the Termination Date, less amounts of all indebtedness secured by the Company’s Properties, plus the net asset value of all other Loans and Permitted Investments of the Company plus total Distributions (excluding any stock dividend) through the Termination Date exceeds (b) the sum of Invested Capital plus total Distributions required to be made to the stockholders in order to pay the Stockholders’ 9.0% Return from inception through the Termination Date less (2) any prior payment to the Advisor of a Subordinated Share of Net Sales Proceeds.
Subordinated Performance Fee Due Upon Termination has the meaning set forth in Section 8(g).
Subordinated Performance Fee Due Upon Termination means an amount equal to: (1) 15% of the amount, if any, by which (i) the Appraised Value of the Properties at the Termination Date, less amounts of all indebtedness secured by such Properties at the Termination Date, plus the fair market value of all Loans and Permitted Investments of the Company at the Termination Date, less amounts of indebtedness related to such Loans and Permitted Investments at the Termination Date, plus total Distributions (excluding any stock dividends and Distributions paid on Shares that have been repurchased or redeemed by the Company) through the Termination Date exceeds (ii) the sum of Invested Capital as of the Termination Date, plus total Distributions required to be made to the Stockholders in order to pay the Stockholders’ 7% Return from inception through the Termination Date to the Stockholders as of the Termination Date; less (2) any prior payments to the Advisor and/or Sub-advisor (as applicable) of Subordinated Share of Cash Flows. The Advisor and Sub-advisor may each elect to defer its respective right to receive the Subordinated Performance Fee Due Upon Termination (or its applicable portion thereof) until (x) a Listing, (y) a merger in which the Stockholders receive in exchange for their Shares shares of a company that are traded on a national securities exchange, or (z) any other liquidity event occurs, including a liquidation, sale of substantially all of the Company’s assets (an “Other Liquidity Event”).
Subordinated Performance Fee Due Upon Termination means a fee equal to (i) 5% of the Excess Value if Stockholders have received cumulative Dividends and distributions equal to 100% of the Invested Capital plus a 6% cumulative, non-compounded per annum return on the Invested Capital, calculated on an aggregate weighted average daily basis, (ii) 10% of the Excess Value if Stockholders have received cumulative Dividends and distributions equal to 100% of the Invested Capital plus an 8% cumulative, non-compounded per annum return on the Invested Capital, calculated on an aggregate weighted average daily basis, or (iii) 15% of the Excess Value if Stockholders have received cumulative Dividends and distributions equal to 100% of the Invested Capital plus a 10% cumulative, non-compounded per annum return on the Invested Capital calculated on an aggregate weighted average daily basis.
Subordinated Performance Fee Due Upon Termination means a fee equal to (i) 5% of the Excess Value if Stockholders have received cumulative Dividends and distributions equal to 100% of the Invested Capital plus a 6% cumulative, non-compounded per annum return on the Invested Capital, calculated on an aggregate weighted average daily basis, (ii) 10% of the Excess Value if Stockholders have received cumulative Dividends and distributions equal to 100% of the Invested Capital plus an 8% cumulative, non-compounded per annum return on the Invested Capital, calculated on an aggregate weighted average daily basis, or (iii) 15% of the Excess Value if Stockholders have received cumulative Dividends and distributions equal to 100% of the Invested Capital plus a 10% cumulative, non-compounded per annum return on the Invested Capital, calculated on an aggregate weighted average daily basis.
Subordinated Performance Fee Due Upon Termination means a fee in a principal amount equal to (1) 15% of the amount, if any, by which (a) the Appraised Value of the Company’s Properties at the Termination Date, less amounts of all third-party indebtedness secured by the Company’s Properties, plus the fair market value of all other Loans and Permitted Investments of the Company at the Termination Date, less amounts of third-party indebtedness related to such Loans and Permitted Investments, plus the fair market value of the Company’s other assets and liabilities, plus total Distributions through the Termination Date exceeds (b) the sum of the Gross Investment Amount plus total Distributions required to be made to the Stockholders in order to pay the Stockholders’ 6% Return from inception through the Termination Date.
Subordinated Performance Fee Due Upon Termination has the meaning set forth in Section 9(g).