Common use of Liquidation Fee Clause in Contracts

Liquidation Fee. (i) 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 Stockholders of the Stockholders’ 6.5% Return from all sources including operating cash flow, reduced by any prior return of capital. (ii) Upon termination of the advisory agreement by the Company without cause or by the Advisor at a time when no cause for termination exists, the Advisor may be entitled to a termination fee if (based upon an independent NAV Per Share calculation) it would have been entitled to a Liquidation Fee had the portfolio been liquidated on the termination date, if our Independent Directors do not terminate this agreement for cause.