Internalization Transaction definition

Internalization Transaction shall have the meaning set forth in Section 8.06.

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Internalization Transaction means a transaction in which the Manager contributes to the Operating Company all of the assets of the Manager including, without limitation, all furniture, fixtures, leasehold improvements, contract rights, computer software, employment and customer relationships, goodwill, going concern value, other identifiable intangible assets and other business assets then owned by the Manager, or, in the alternative, the equity owners of the Manager contribute to the Operating Company 100% of the outstanding equity interests in the Manager.

Internalization Transaction means a transaction in which (i) the Manager contributes to the Company, the Operating Partnership or another Subsidiary all of the assets of the Manager, including, all furniture, fixtures, leasehold improvements, contract rights, computer software, employment and customer relationships, goodwill, going concern value, other identifiable intangible assets and other business assets then owned by the Manager, (ii) CTO contributes to the Company, the Operating Partnership or another Subsidiary 100% of the outstanding equity interests in the Manager, or (iii) this Agreement is terminated and, in the case of any transaction referred to in clause (i), (ii) or (iii), the Company becomes internally managed by the officers and employees of CTO or the Manager.

Examples of Internalization Transaction in a sentence

If the conditions to break escrow are not met within 10 years of the Internalization Transaction, all shares in the escrow account shall become authorized but unissued shares and all cash in the escrow account shall belong to the Company.
If the conditions to break escrow are not met within 10 years of the Internalization Transaction, all Shares in the escrow account shall become authorized but unissued shares and all cash in the escrow account shall belong to the Company.
The parties mutually agree to execute such additional agreements, documents and instruments as may be reasonably required to effect the Internalization Transaction and convey the Manager’s assets (or the equity interests in the Manager) to the Company.
Upon receipt of the Manager’s initial Internalization Transaction offer, a special committee consisting solely of the Company’s independent directors may accept the Manager’s proposal or submit a counter offer to the Manager.
The special committee of the Company’s board of directors and the Manager will follow the same process set forth in Section 17(a) with respect to each Internalization Transaction offer by the Manager.

More Definitions of Internalization Transaction

Internalization Transaction has the meaning set forth in Section 12.04.

Internalization Transaction means the internalization of all management and administrative functions that were provided to the Corporation and certain of its subsidiaries by MPML.

Internalization Transaction means the transaction encompassing the indirect purchase by the Trust of all of the ARML shares and related transactions as described under "ARC Energy Trust - General Development of the Business".

Internalization Transaction means a transaction in which AFC Management, LLC contributes to the Borrower all of the assets of AFC Management, LLC, including, without limitation, all furniture, fixtures, leasehold improvements, contract rights, computer software, employment and customer relationships or contracts, as applicable, goodwill, going concern value, other identifiable intangible assets and other business assets then owned by AFC Management, LLC, or, in the alternative, the equity owners of AFC Management, LLC contribute to the Borrower 100% of the outstanding Equity Interests in AFC Management, LLC.

Internalization Transaction means (a) any sale, consolidation, merger, recapitalization or other transaction that results in the Company or its Subsidiaries holding at least a majority of the limited partnership interests of the Manager (or other Voting Stock of the Manager or of the resulting entity or its parent company) and (b) any transaction involving the termination of the Management Agreement and the Company not being managed by an external manager.

Internalization Transaction means, collectively, the series of transactions pursuant to which: (i) all of the members of the Manager contributed all of their Equity Interests in the Manager to Parent Borrower, in exchange for cash compensation (including the Internalization Transaction Deferred Compensation) and Class C OP units in the Parent Borrower, and (ii) all of the members of the General Partner contributed all of their Equity Interests in the General Partner to Parent for nominal consideration.

Internalization Transaction has the meaning set forth in the recitals of this Agreement.