Common use of Demand Rights Clause in Contracts

Demand Rights. (a) The Manager and any Permitted Transferee shall also have the right to require the Company to prepare, file and maintain at all times such number of registration statements as are specified in the next sentence of this Section 2(a) exclusively for the issuance and resale of the stock portion of the Incentive Compensation (the “Compensation Shares”). The Manager and any Permitted Transferee shall be entitled to (i) an unlimited number of registrations on Form S-3 or any successor or replacement forms and (ii) if the Management Agreement terminates and the Company is not then eligible to use Form S-3 or any successor or replacement form, a single registration on such other form as the Company is then eligible to use. Notwithstanding anything herein to the contrary, the demand rights described herein may only be exercised upon request of the Manager and any Permitted Transferee, in the case of clause (i), who hold in the aggregate at least twenty percent (20%) of all outstanding Compensation Shares and, in the case of clause (ii), who hold in the aggregate at least one-third of all outstanding Compensation Shares.

Appears in 4 contracts

Samples: Management Agreement (Resource Capital Corp.), Management Agreement (Resource America, Inc.), Management Agreement (Resource Capital Corp.)

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Demand Rights. (a) The Manager and any Permitted Transferee shall also have the right to require the Company to prepare, file and maintain at all times such number of registration statements as are specified in the next sentence of this Section 2(a) exclusively for the issuance and resale of the stock portion of the Incentive Compensation (the “Compensation Incentive Shares”). The Manager and any Permitted Transferee shall be entitled to (i) an unlimited number of registrations on Form S-3 or any successor or replacement forms and (ii) if the Management Agreement terminates and the Company is not then eligible to use Form S-3 or any successor or replacement form, a single registration on such other form as the Company is then eligible to use. Notwithstanding anything herein to the contrary, the demand rights described herein may only be exercised upon request of the Manager and any Permitted Transferee, in the case of clause (i), who hold in the aggregate at least twenty percent (20%) of all outstanding Compensation Incentive Shares and, in the case of clause (ii), who hold in the aggregate at least one-third of all outstanding Compensation Incentive Shares.

Appears in 2 contracts

Samples: Management Agreement (Exantas Capital Corp.), Management Agreement (Resource Capital Corp.)

Demand Rights. (a) The Manager and any Permitted Transferee shall also have the right to require the Company to prepare, file and maintain at all times such number of registration statements as are specified in the next sentence of this Section 2(a) 2 exclusively for the issuance and resale of the stock portion of the Incentive Compensation (the “Compensation "Incentive Shares"). The Manager and any Permitted Transferee shall be entitled to (i) an unlimited number of registrations on Form S-3 X-0, Xxxx X-0 or any successor or replacement forms and (ii) if the Management Agreement terminates and the Company is not then eligible to use Form S-3 X-0, Xxxx X-0 or any successor or replacement form, a single registration on such other form as the Company is then eligible to use. Notwithstanding anything herein to the contrary, the demand rights described herein may only be exercised upon request of the Manager and any Permitted Transferee, in the case of clause (i), who hold in the aggregate at least twenty percent (20%) of all outstanding Compensation Incentive Shares and, in the case of clause (ii), who hold in the aggregate at least one-third of all outstanding Compensation Incentive Shares.

Appears in 1 contract

Samples: Management Agreement (Resource Capital Corp.)

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Demand Rights. (a) The Manager and any Permitted Transferee shall also have the right to require the Company to prepare, file and maintain at all times such number of registration statements as are specified in the next sentence of this Section 2(a) 2 exclusively for the issuance and resale of the stock portion of the Incentive Compensation (the “Compensation Incentive Shares”). The Manager and any Permitted Transferee shall be entitled to (i) an unlimited number of registrations on Form S-3 X-0, Xxxx X-0 or any successor or replacement forms and (ii) if the Management Agreement terminates and the Company is not then eligible to use Form S-3 X-0, Xxxx X-0 or any successor or replacement form, a single registration on such other form as the Company is then eligible to use. Notwithstanding anything herein to the contrary, the demand rights described herein may only be exercised upon request of the Manager and any Permitted Transferee, in the case of clause (i), who hold in the aggregate at least twenty percent (20%) of all outstanding Compensation Incentive Shares and, in the case of clause (ii), who hold in the aggregate at least one-third of all outstanding Compensation Incentive Shares.

Appears in 1 contract

Samples: Management Agreement (Deerfield Triarc Capital Corp)

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