Internalization Sample Clauses

Internalization. In the event that the Company’s board of directors elects to internalize any management services provided by the Advisor or the Sub-advisor, the Company shall not pay any compensation or other remuneration to the Advisor or the Sub-advisor or any of their Affiliates in connection with such internalization transaction. For the avoidance of doubt, any compensation paid or payable by the Company to employees of the Company in connection with their employment by the Company (which employees were formerly employed by the Advisor or the Sub-Advisor or any of their Affiliates) shall not be deemed to be compensation or other remuneration in connection with any internalization transaction for purposes of the immediately preceding sentence. This provision shall not limit any other consideration or distributions that the Company may pay the Advisor or the Sub-Advisor in accordance with this agreement or the Sub-Advisory Agreement (in each case, as such agreement may be amended, restated or modified from time to time) or any other agreement. This provision shall in no way obligate the Advisor or the Sub-Advisor to facilitate an internalization transaction with the Advisor, the Sub-Advisor or any of their Affiliates.
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Internalization. For the avoidance of doubt, any compensation paid or payable by the Company to employees of the Company in connection with their employment by the Company (which employees were formerly employed by the Advisor or the Sub-advisor or any of their Affiliates) shall not be deemed to be compensation or other remuneration in connection with any internalization transaction for purposes of Section 11(g)(iv) hereof. This provision shall not limit any other consideration or distributions that the Company or the Operating Partnership may pay the Advisor or the Sub-advisor in accordance with this Agreement or the Sub-advisory Agreement (in each case, as such agreement may be amended, restated or modified from time to time) or any other agreement. This provision shall in no way obligate the Advisor or the Sub-advisor to facilitate an internalization transaction with the Advisor, the Sub-advisor or any of their Affiliates.
Internalization. Borrower agrees that any cash consideration paid by Borrower or its Subsidiaries with respect to completion of the Internalization shall require the following: (a) no Default or Event of Default exists or results from conclusion of the Internalization and payment of any such cash consideration; (b) the Borrower maintains Liquidity of not less than $50,000,000.00; and (c) upon completion of the Internalization, Xxx X. Xxxxx and Xxxxxxx X. Xxxxx shall continue to be the Chief Financial Officer and Chief Executive Officer of Borrower, unless competent and experienced executives shall be approved by the Required Lenders, which approval by the Required Lenders shall not be unreasonably withheld, conditioned or delayed.
Internalization. (i) The Company shall have the right to internalize the services provided by Advisor hereunder (an “Internalization”) at any time during the term of this Agreement if:
Internalization. Substantially contemporaneously with (but immediately following) the REIT Merger Effective Time, (a) Parent shall (i) file the Articles of Merger with respect to the Internalization Merger Agreement, with the Maryland SDAT, and (ii) effect a termination of the Fourth Amended and Restated Advisory Agreement, dated as of June 2, 2015, by and among GNL, GNL OP, and GNL Advisor, as amended from time to time, and (b) the Company shall effect a termination of the Third Amended and Restated Advisory Agreement, dated as of September 6, 2016, by and among RTL (f/k/a American Finance Trust, Inc.), RTL OP (f/k/a American Finance Operating Partnership, L.P.) and RTL Advisor (f/k/a American Finance Advisors, LLC), as amended from time to time.
Internalization. All required corporate or partnership actions of the Company and the Operating Partnership, respectively, and stockholder approvals with respect to the Internalization as set forth in the Company’s proxy statement dated September 5, 2006 (the “Proxy Statement”), have been duly taken or obtained. The charter amendments referred to in the Proxy Statement have been duly approved by the stockholders of the Company and the pre-listing charter amendment has been filed with the Maryland State Department of Assessments and Taxation (the “SDAT”). The post-listing charter amendment will be filed with the SDAT prior to the Closing Time. The Internalization and the transactions contemplated by each of the Initial Internalization Agreements have been consummated in accordance with the terms thereof in all material respects. Each of the Ongoing Internalization Agreements is in full force and effect as of the date hereof. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any other party, is in material violation of or in material default in the performance or observance of any obligation, agreement, covenant or condition contained in any of the Ongoing Internalization Agreements to which it is a party. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any subsidiary, arising out of or in connection with the Internalization Agreements.
Internalization a. The current intent of the Company Parties, the Advisor and the Investor is to cause the Company to finalize the transition to an internal management structure upon the completion of the Fourth Renewal Term.
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Internalization. The Internalization Agreement and all ancillary documents or agreements contemplated thereunder (the “Internalization Documents”) shall continue to be legal, valid, binding obligations of and enforceable against the parties thereto, and shall continue to be in full force and effect and shall have not been subsequently rescinded, supplemented, modified or amended or withdrawn in any way. Each party to the Internalization Documents shall have confirmed in writing to the other parties to the Internalization Documents that (i) all conditions to the consummation of the transactions contemplated by such Internalization Documents have been satisfied or validly waived in accordance with the terms of the Internalization Documents and (ii) the series of transactions contemplated by the Internalization Agreement to effectuate the redemption (through contribution or exchange) of the REIT II Special Partnership Interests and the REIT I Special Partnership Interests shall occur immediately following the Effective Time. None of the parties to the Internalization Documents shall be in breach or violation of, or default under, any Internalization Document, and no event shall have occurred that, with notice or lapse of time or both, would constitute a violation, breach or default under any Internalization Document. None of the parties to the Internalization Documents shall have received notice of any violation or default under any Internalization Document, and no party to the Internalization Documents shall have received any written notice of the intention of any party to cancel, terminate, or materially change the scope of rights under any Internalization Document.
Internalization. (a) (i) No later than one hundred eighty (180) days prior to the end of the Initial Term and each Renewal Term and (ii) within thirty (30) days after any Internalization Triggering Event, the Advisor shall provide the Company with an offer for an Internalization Transaction on such terms and conditions to be included in a written offer provided by the Advisor. Upon receipt of the Advisor's initial Internalization Transaction offer, a special committee consisting solely of all Independent Directors willing to serve thereon and who are disinterested with respect to such Internalization Transaction may accept the Advisor's proposal or submit a counter offer to the Advisor. If the Company and the Advisor agree upon an Internalization Price and other terms for an Internalization Transaction pursuant to this Section 16(a), the Parties shall seek to consummate the Internalization Transaction on such terms and in compliance with all applicable laws. In connection therewith, if the Company elects to obtain a fairness opinion from an investment banking firm to the effect that the consideration to be paid by the Company (or the Operating Partnership) for the assets and liabilities and/or equity of the Advisor is fair, from a financial point of view, to holders of the Common Stock who are not affiliated with the Advisor or its Affiliates, the Advisor shall cooperate in good faith to obtain such a fairness opinion.
Internalization. (a) No later than 90 days following an Internalization Event, the Manager shall delivered a written offer to the Company to enter into an Internalization Transaction (the “Internalization Offer”). Upon receipt of the Manager’s initial Internalization Offer, a special committee comprised solely of Independent Directors (the “Special Committee”) may accept the Internalization Officer or submit a counteroffer to the Manager.
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