Subordinated Performance Fee Due Upon Termination definition

Subordinated Performance Fee Due Upon Termination means a fee payable in the form of an interest bearing promissory note (the “Performance Fee Note”) in a principal amount equal to (1) 15% of the amount, if any, by which (a) the Appraised Value of the Company’s Properties at the Termination Date, less amounts of all indebtedness secured by the Company’s Properties, plus the fair market value of all other Loans and Permitted Investments of the Company at the Termination Date, less amounts of indebtedness related to such Loans and Permitted Investments, plus total Distributions (excluding any stock dividend) through the Termination Date exceeds (b) the sum of Invested Capital plus total Distributions required to be made to the stockholders in order to pay the Stockholders’ 8% Return from inception through the Termination Date less (2) any prior payment to the Advisor of a Subordinated Share of Cash Flows. Interest on the Performance Fee Note will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Conflicts Committee. The Company shall repay the Performance Fee Note at such time as the Company completes the first Sale or Settlement after the Termination Date using Cash from Sales and Settlements. If the Cash from Sales and Settlements from the first Sale or Settlement after the Termination Date is insufficient to pay the Performance Fee Note in full, including accrued interest, then the Performance Fee Note shall be paid in part from the Cash from Sales and Settlements from the first Sale or Settlement, and in part from the Cash from Sales and Settlements from each successive Sale or Settlement until the Performance Fee Note is repaid in full, with interest. If the Performance Fee Note has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by the Board of Directors based upon the Appraised Value of Company’s Properties on the date of election plus the fair market value of all other Loan...
Subordinated Performance Fee Due Upon Termination means the fee payable to the Advisor or its assignees under certain circumstances upon termination of this Agreement, as calculated in Section 13.3.
Subordinated Performance Fee Due Upon Termination means a fee equal to (1) 8.0% of the amount, if any, by which (a) the Appraised Value of the Company’s Properties at the Termination Date, less amounts of all indebtedness secured by the Company’s Properties, plus the net asset value of all other Loans and Permitted Investments of the Company plus total Distributions (excluding any stock dividend) through the Termination Date exceeds (b) the sum of Invested Capital plus total Distributions required to be made to the stockholders in order to pay the Stockholders’ 9.0% Return from inception through the Termination Date less (2) any prior payment to the Advisor of a Subordinated Share of Net Sales Proceeds.

Examples of Subordinated Performance Fee Due Upon Termination in a sentence

  • In the event the Subordinated Incentive Fee is paid to the Advisor following Listing, no other performance fee or Subordinated Share of Net Sales Proceeds, including the Subordinated Performance Fee Due Upon Termination, will be paid to the Advisor.

  • In the event the Subordinated Incentive Fee Due Upon Listing is paid to the Advisor following Listing, the Advisor will not be entitled to receive any payments of Subordinated Performance Fee Due Upon Termination or Subordinated Share of Net Sale Proceeds following receipt of the Subordinated Incentive Fee Due Upon Listing.

  • After the Termination Date, other than the Subordinated Performance Fee Due Upon Termination, the Advisor shall not be entitled to compensation for further services hereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination all unpaid reimbursable expenses and all earned but unpaid fees payable to the Advisor prior to termination of this Advisory Agreement.

  • The Advisor and the Company shall not agree to increase the Acquisition Fee or reduce the Subordinated Share of Net Sale Proceeds Threshold, the Subordinated Incentive Fee Threshold, or the Subordinated Performance Fee Due Upon Termination Threshold without the approval of the Stockholders.

  • Upon termination, unless such termination is by the Company because of a material breach of this Advisory Agreement by the Advisor as a result of willful or intentional misconduct or bad faith on behalf of the Advisor, the Advisor shall be entitled to receive from the Company the Subordinated Performance Fee Due Upon Termination payable in the form of an interest bearing promissory note bearing interest at a rate of LIBOR plus 200 basis points (the “Performance Fee Note”).

  • Subordinated Performance Fee Due Upon Termination Threshold means an amount equal to the sum of Invested Capital plus total Distributions required to be made the stockholders in order to pay the Stockholders’ 8% Return from inception through the Termination Date to then existing Stockholders.

  • The cancellation policy will be applied to all confirmed training within and outside the 60-day window if the training is part of a sequential pipeline that a student would attend as part of a complete course curriculum.

  • Subordinated Performance Fee Due Upon Termination Threshold means an amount equal to the sum of Invested Capital plus total Distributions required to be made the stockholders in order to pay the Stockholders' 8% Return from inception through the Termination Date to then existing Stockholders.

  • Upon termination of the Advisory Agreement, the Company shall pay to the Advisor all unpaid reimbursable expenses and all earned but unpaid fees payable to the Advisor prior to termination of the Advisory Agreement, and the Subordinated Performance Fee Due Upon Termination, provided that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee Due Upon Listing.

  • The Advisor hereby assigns its right to receive direct payment from the Company of 85% of the Subordinated Performance Fee Due Upon Termination payable pursuant to the Advisory Agreement, in whatever form payable by the Company (i.e., cash, Shares or a promissory note).


More Definitions of Subordinated Performance Fee Due Upon Termination

Subordinated Performance Fee Due Upon Termination means a fee payable to the Advisor upon the termination of the Advisory Agreement, such performance fee shall equal 50% of the excess market value or 50% of the excess net appraised value, whichever is greater, if the holders of Common Stock have received cumulative Dividends equal to 100% of the Invested Capital plus a 10% cumulative, non-compounded per annum return on the Invested Capital, calculated on an aggregate weighted average daily basis.
Subordinated Performance Fee Due Upon Termination means a fee equal to (i) 5% of the Excess Value if Stockholders have received cumulative Dividends and distributions equal to 100% of the Invested Capital plus a 6% cumulative, non-compounded per annum return on the Invested Capital, calculated on an aggregate weighted average daily basis, (ii) 10% of the Excess Value if Stockholders have received cumulative Dividends and distributions equal to 100% of the Invested Capital plus an 8% cumulative, non-compounded per annum return on the Invested Capital, calculated on an aggregate weighted average daily basis, or (iii) 15% of the Excess Value if Stockholders have received cumulative Dividends and distributions equal to 100% of the Invested Capital plus a 10% cumulative, non-compounded per annum return on the Invested Capital calculated on an aggregate weighted average daily basis.
Subordinated Performance Fee Due Upon Termination has the meaning set forth in Section 8(g).
Subordinated Performance Fee Due Upon Termination means a fee payable to the Advisor upon the termination of the Advisory Agreement, such performance fee shall equal 50% of the Excess Market Value or 50% of the Excess Net Appraised Value, whichever is greater, if Stockholders have received cumulative Dividends equal to 100% of the Invested Capital plus a 10% cumulative, non-compounded per annum return on the Invested Capital, calculated on an aggregate weighted average daily basis. For the purposes of these Articles of Amendment and Restatement, the terms "Excess Market Value," "Excess Net Appraised Value," "Dividends," and "Invested Capital" shall have the meanings set forth in the Advisory Agreement.
Subordinated Performance Fee Due Upon Termination has the meaning ascribed to such term in Section 8(h) hereof.
Subordinated Performance Fee Due Upon Termination means: (a) if (i) the sum of Company Value plus the total Dividends paid to Stockholders through the Termination Date exceeds (ii) the sum of the aggregate Invested Capital plus the total Dividends required to be paid to the Stockholders in order to pay the Stockholders' 10% Return through the Termination Date, a fee equal to 15% of such excess amount; (b) if the requirements of paragraph (a) above are not met, and (i) the sum of the Company Value plus the total Dividends paid to Stockholders through the Termination Date exceeds (ii) the sum of the aggregate Invested Capital plus the total Dividends required to be paid to the Stockholders in order to pay the Stockholders' 8% Return through the Termination Date, a fee equal to 10% of such excess amount; and (c) if the requirements of paragraph (a) and (b) above are not met, and (i) the sum of Company Value plus the total Dividends paid to Stockholders through the Termination Date exceeds (ii) the sum of the aggregate Invested Capital plus the total Dividends required to be paid to the Stockholders in order to pay the Stockholders' 6% Return through the Termination Date, a fee equal to 5% of such excess amount.

Related to Subordinated Performance Fee Due Upon Termination

  • Subordinated Incentive Fee means the fee payable to the Advisor under certain circumstances if the Shares are Listed, as calculated in Section 8.07.

  • Performance Fee means the fee payable to the Advisor under certain circumstances if certain performance standards have been met and the Subordinated Incentive Fee has not been paid.

  • Facility Termination Date means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit have terminated or expired (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Administrative Agent and the L/C Issuer shall have been made).

  • Acceleration Date means the earlier of the date of stockholder approval or approval by the Company's Board of Directors of (i) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation or pursuant to which shares of Company Common Stock would be converted into cash, securities or other property, other than a merger of the Company in which stockholders of the Company immediately prior to the merger have the same proportionate ownership of stock in the surviving corporation immediately after the merger; (ii) any sale, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the assets of the Company; or (iii) any plan of liquidation or dissolution of the Company.