Internalization of Management Clause Samples

Internalization of Management. (i) Prior to the end of the calendar quarter occurring immediately after the date on which the Company’s Stockholders’ Equity exceeds $500,000,000, the Board of Directors will establish a special committee of Independent Directors to discuss with the Manager whether it would be in the stockholders’ best interest to internalize the Company’s management. If, as a result of such discussions, the special committee of Independent Directors recommends that the Company pursue, and two-thirds of the Independent Directors determine in good faith to pursue, an internalization of the management functions of the Company, the Company may terminate this Agreement upon 30 days’ prior written notice. To the extent the Company elects to terminate this Agreement pursuant to this Section 13(f)(i), the Company will generally be required to pay the Termination Fee to the Manager within thirty (30) days of the effective date of such termination, subject to clause (ii) hereof. (ii) If the Company elects to terminate this Agreement pursuant to Section 13(f)(i), then the Manager or the Company may further elect to structure such internalization as an acquisition of the membership interests in the assets of the Manager under which the consideration payable to the Manager or its members shall be equal to the amount of the Termination Fee (and no separate Termination Fee would be paid). Such transaction may include a contribution of assets by the Manager in exchange for OP units in the Operating Partnership or another tax-efficient transaction. To the extent of an election under this Section 13(f)(ii), the Parties shall negotiate in good faith to prepare an agreement and related documents providing for such internalization transaction containing customary, standard and commercially reasonable representations, warranties, covenants and indemnities. The consummation of an internalization transaction pursuant to Section 13(f)(ii) shall be subject to the prior approval of a majority of the Independent Directors, and the Company’s stockholders as required under Maryland law or the rules of the New York Stock Exchange, Inc.

Internalization of Management. Seller shall not permit the Parent to internalize the management of the Parent without the prior written consent of the Agent; provided, however, that such consent shall be granted by the Agent so long as (1) no Margin Deficit, Default or Event of Default exists, (2) Seller shall, at the time of such internalization, and will continue after such internalization to meet all covenants, conditions, representations and warranties, whether financial or otherwise, as set forth in any of the Repurchase Documents, and (3) Seller shall cause the Parent to deliver to the Agent a fairness opinion, in form and substance acceptable to the Agent, provided by a nationally recognized expert in the related field acceptable to the Agent.

Internalization of Management. Parent shall not internalize the management of Parent without the prior written consent of the Administrative Agent, which shall not be unreasonably withheld by the Administrative Agent.

Internalization of Management. Within seven (7) days of any settlement with, or judgment or arbitral award in favor of, the Manager in connection with the Internalization of Management, Holdings or the Borrower shall enter into employment agreements with each of J▇▇▇ ▇▇▇▇▇▇, M▇▇▇▇▇ ▇▇▇▇▇▇▇▇, S▇▇▇▇▇ ▇▇▇▇▇ and S▇▇▇▇▇▇ ▇▇▇▇▇▇.

Internalization of Management. Purchaser acknowledges that Colony intends to effectuate an internalization of management pursuant to which CLNC Manager, LLC shall cease to provide external management services to Colony and its Subsidiaries, and Purchaser hereby approves of such internalization of management.

Internalization of Management. Parent shall not internalize the management of Parent without the prior written consent of the Buyer; provided, however, that such consent shall be granted by Buyer so long as (i) no Margin Deficit, Default or Event of Default exists under the Repurchase Agreement, (ii) Seller shall, at the time of such internalization, and Parent shall cause Seller to continue after such internalization, to meet all covenants, conditions, representations and warranties, whether financial or otherwise, as set forth in any of the Transaction Documents and (iii) Parent shall deliver to the Buyer a fairness opinion, in form and substance acceptable to the Buyer, provided by a nationally recognized expert in the related field acceptable to the Buyer.

Internalization of Management. Seller shall not internalize the management of Parent without the prior written consent of the Agent; provided, however, that such consent shall be granted by the Agent so long as (1) no Margin Deficit, Default or Event of Default exists, (2) Seller shall, at the time of such internalization, and will continue after such internalization to meet all covenants, conditions, representations and warranties, whether financial or otherwise, as set forth in any of the Repurchase Documents, and (3) Seller delivers to the Agent a fairness opinion, in form and substance acceptable to the Agent, provided by a nationally recognized expert in the related field acceptable to the Agent.

Internalization of Management. No Seller shall internalize its management (including internalizing any external management fee) without the prior written consent of the Agent.

Internalization of Management