Common use of Termination Change of Control Clause in Contracts

Termination Change of Control. a. In the event the Company terminates the Advisor’s Continuous Service for any reason prior to the Final Valuation Date, the calculations provided in Sections 3(b), (c) and (d) hereof shall be performed as of the Valuation Date next following such termination (and if such Valuation Date is not the Final Valuation Date, on the Final Valuation Date as well) as if the termination of Continuous Service had not occurred and the Advisor shall be fully (100%) vested in the Total OPP Unit Equivalent as so determined. In the event the Advisor terminates its Continuous Service prior to the Final Valuation Date, the calculations described in the preceding sentence shall be performed as of the Valuation Date next following such termination and the Advisor shall be fully (100%) vested in the Total OPP Unit Equivalent as determined on such date. In either case, within thirty (30) days of the date such calculations are completed, the Advisor, in its sole discretion, shall be entitled to convert the Total OPP Unit Equivalent so determined into OP Units or their equivalent in cash.

Appears in 4 contracts

Samples: Outperformance Agreement (American Realty Capital Properties, Inc.), Outperformance Agreement (American Realty Capital Healthcare Trust Inc), Year Outperformance Agreement (New York REIT, Inc.)

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Termination Change of Control. a. In the event the Company terminates the AdvisorManager’s Continuous Service for any reason prior to the Final Valuation Date, the calculations provided in Sections 3(b), (c) and (d) hereof shall be performed as of the Valuation Date next following such termination (and if such Valuation Date is not the Final Valuation Date, on the Final Valuation Date as well) as if the termination of Continuous Service had not occurred and the Advisor Manager shall be fully (100%) vested in the Total OPP Unit Equivalent as so determined. In the event the Advisor Manager terminates its Continuous Service prior to the Final Valuation Date, the calculations described in the preceding sentence shall be performed as of the Valuation Date next following such termination and the Advisor Manager shall be fully (100%) vested in the Total OPP Unit Equivalent as determined on such date. In either case, within thirty (30) days of the date such calculations are completed, the AdvisorManager, in its sole discretion, shall be entitled to convert the Total OPP Unit Equivalent so determined into OP Class C Units or their equivalent in cash.

Appears in 2 contracts

Samples: Outperformance Agreement (RCS Capital Corp), Year Outperformance Agreement (RCS Capital Corp)

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Termination Change of Control. a. In the event the Company terminates the AdvisorService Provider’s Continuous Service for any reason prior to the Final Valuation Date, the calculations provided in Sections 3(b), (c) and (d) hereof shall be performed as of the Valuation Date next following such termination (and if such Valuation Date is not the Final Valuation Date, on the Final Valuation Date as well) as if the termination of Continuous Service had not occurred and the Advisor Service Provider shall be fully (100%) vested in the Total OPP Unit Equivalent as so determined. In the event the Advisor Service Provider terminates its Continuous Service prior to the Final Valuation Date, the calculations described in the preceding sentence shall be performed as of the Valuation Date next following such termination and the Advisor Service Provider shall be fully (100%) vested in the Total OPP Unit Equivalent as determined on such date. In either case, within thirty (30) days of the date such calculations are completed, the AdvisorService Provider, in its sole discretion, shall be entitled to convert the Total OPP Unit Equivalent so determined into OP Class C Units or their equivalent in cash.

Appears in 1 contract

Samples: Outperformance Agreement (RCS Capital Corp)

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