Liquidation Fee. The Company shall pay the Advisor or one of its Affiliates a Liquidation Fee calculated from the value per share resulting from a liquidation event, including but not limited to a sale of all of the Properties, a public listing, or a merger with a public or non-public company, equal to 30% of the increase, if any, in the resultant value per share as compared to the Highest Prior NAV per Share, if any, multiplied by the number of outstanding shares of the Company’s common stock as of the liquidation date, subordinated to payment to the Company’s stockholders of the Preferred Return, pro-rated for the year in which the liquidation event occurs; provided, however, the Advisor shall pay to each Large Investor one-third of the Liquidation Fee percentage (30%) multiplied by such Large Investor’s investment in the Company.
Liquidation Fee. A Liquidation Fee calculated from the value per share resulting from a liquidation event, including but not limited to a sale of all of the properties, a public listing, or a merger with a public or non-public company, equal to 40.0% of the increase in the resultant value per share as compared to the highest previously calculated NAV per share, if any, reduced by any prior return of capital, multiplied by the number of outstanding shares as of the liquidation date, subordinated to payment to investors of an annual 6.5% cumulative, non-compounded return of their invested capital from all sources including operating cash flow, reduced by any prior return of capital.
Liquidation Fee. The term “Liquidation Fee” has the meaning set forth in Section 20.14(a) of the Agreement.
Liquidation Fee. In the event of a Change of Control, liquidation, dissolution, or winding up on the Company occurring prior to an IPO (a “Deemed Liquidation Event”), as described in Section 4.2.2 of the Company’s Certificate of Incorporation, as amended and restated (the “Certificate”), which is consummated during the term of this Agreement, the Company shall pay to Executive on the closing of such Deemed Liquidation Event a cash bonus (the “Liquidation Bonus”), in the same form or forms of payment and in the same proportions paid by the purchaser(s) to the holders of the Company’s equity securities upon the transaction, whether such distribution is at closing or a delayed distribution pursuant to the application of any escrow, earn-out or other similar arrangement. The Liquidation Bonus shall be calculated as follows:
Liquidation Fee. In the fiscal year in which the Company liquidates all of its remaining assets, the Adviser shall receive a liquidation fee equal to: 20% of the amount by which (a) all distributions made to the Company’s stockholders from the Effective Date until the date of determination of the liquidation, exceed (b) the amount of Contributed Capital, as determined immediately prior to liquidation, less the aggregate amount of all Capital Gains Fees paid to the Adviser in prior fiscal years; provided that in no event will such liquidation fee exceed 20% of all Capital Gains for the year of liquidation. The Adviser may, from time to time, waive or defer all or any part of the compensation described in this Section 10. The parties do hereby expressly authorize and instruct the Company’s administrator, or its successors, to calculate the fee payable hereunder and to remit all payments specified herein to the Adviser.
Liquidation Fee. The Borrower understands that upon the request for a LIBOR Base Loan for an Interest Period, each Bank intends to enter into funding arrangements with third parties on terms and conditions which could result in substantial losses to such Bank if such LIBOR Base Loan is not made or does not remain outstanding for the entire Interest Period. Therefore, if either (a) after the Borrower requests a LIBOR Base Loan, the LIBOR Base Loan is not made on the first day of the specified Interest Period for any reason (including, but not limited to, the failure of the Borrower to comply with one or more of the conditions precedent to any Loan under this Agreement) other than a wrongful failure by such Bank to make the LIBOR Base Loan, or (b) any LIBOR Base Loan is repaid in whole or in part prior to the last day of its Interest Period (whether as a result of acceleration, operation of law or otherwise), the Borrower agrees to indemnify such Bank for any loss, cost and expense incurred by it resulting therefrom, including without limitation any loss of profit and any loss or cost in liquidating or employing deposits acquired to fund or maintain the LIBOR Base Loan.
Liquidation Fee. The Company shall pay the Advisor or one of its Affiliates a Liquidation Fee calculated from the value per Share resulting from a liquidation event, including but not limited to a sale of all of the Properties, a Listing, or a merger with a public or non-public company, equal to 30% of the increase in the resultant value per Share as compared to the highest previous Offering price to the public for the Shares, after adjustment to reflect all returns of capital distributions (such highest previous offering price the “Highest Prior NAV per share”), if any, multiplied by the number of outstanding Shares as of the liquidation date, subordinated to payment to the Stockholders of at least a 6.5% cumulative, non-compounded return on the Highest Prior NAV per share, pro-rated for the year in which the liquidation event occurs.
Liquidation Fee. If the Property is sold or the LLC is otherwise liquidated prior to December 31, 2009, Investor shall, if and to the extent distributions to Investor shall be sufficient, pay to Reckson an amount equal to twenty-eight and one-half (28.5) basis points multiplied by Investor's Gross Investment (the "Liquidation Fee"). In furtherance of the foregoing, Administrative Member shall deduct solely from any amounts otherwise payable to Investor pursuant to Section 6.05(c) or Section 11.03 and shall pay to Reckson an amount equal to any Liquidation Fee due and payable to Reckson. For U.S. federal income tax purposes, the Liquidation Fee shall be treated as an expense of Investor and not of the LLC.
Liquidation Fee. Upon consummation of a Liquidation Event, the Company shall pay the Services Provider or one of its Affiliates a Liquidation Fee calculated from the value per share resulting from the Liquidation Event, equal to 20.0% of the increase, if any, in the resultant value per share of Common Stock as compared to the Highest Prior NAV per share, multiplied by the number of outstanding shares of the Common Stock as of the date of the Liquidation Event, subordinated to payment to the Company’s stockholders of the Preferred Return, pro-rated for the year in which the Liquidation Event occurs.
Liquidation Fee. 27 2.7 Basis for Determining LIBOR Rate Inadequate or Unfair......................................... 27 2.8 Payments...................................................................................... 28 2.9 Setoff; etc................................................................................... 28 2.10 Revolving Credit Commitment Fee............................................................... 29 2.11
