Series A Units. (i) In connection with the Merger and in accordance with the procedures set forth in Section 5(a)(iii) of this Agreement, each Series A unit of limited partnership interest of CPF XVII (each a “Series A Unit”) outstanding immediately prior to the Effective Time and held by limited partners of CPF XVII, except Series A Units held by limited partners who have perfected their appraisal rights pursuant to Exhibit A hereto, shall be converted into the right to receive, at the election of the limited partner, either (x) $332.29 in cash (the “Cash Consideration”) or (y) a number of partnership common units of Aimco OP calculated by dividing $332.29 by the average closing price of Apartment Investment and Management Company common stock, as reported on the New York Stock Exchange, over the ten consecutive trading days ending on the second trading day immediately prior to the Effective Time (the “OP Unit Consideration” and, together with the Cash Consideration, the “Merger Consideration”).
Series A Units. Each Series A Unit that is outstanding immediately prior to the Effective Time of the Partnership Merger and that has not been previously redeemed shall cease to have any rights with respect thereto except the right to receive such amount in cash as would have been payable had the Series A Units been redeemed as of the Effective Date of the Partnership Merger.
Series A Units. From and after the Establishment Date, the following assets shall be allocated solely to the Series A Units for all purposes, and shall be so recorded upon the books of account of the Partnership: (i) all of the Partnership’s interests in any entity in which the Partnership owns an interest, other than the Series B Subsidiary (as defined below), (ii) all consideration received by the Partnership from the issuance or sale of any Series A Units, or from any additional capital contributions relating to the Series A Units, and all assets in which such consideration is invested, and (iii) all interest, dividends, distributions, income, earnings, profits, gains and proceeds from any assets described in the foregoing clauses (i) and (ii), including any proceeds derived from the refinancing, sale or other disposition of such assets, and any funds or payments derived from any reinvestment of such proceeds. No Limited Partners, other than Limited Partners who hold Series A Units, shall have any claim on or any right to any assets allocated solely to the Series A Units.
Series A Units. Each Series A Member’s ownership interest in the Company shall be represented by the Series A Units held by such Series A Member. The name, present mailing address, initial Capital Account balance, Line of Equity, total number of Series A Units held and the Series A Percentage Interest of each Series A Member shall be set forth on Schedule A attached hereto, as amended from time to time.
Series A Units. The issuance, sale and delivery of the Series A Units in accordance with this Agreement have been, or will be on or prior to the Closing, duly authorized by all necessary action on the part of the Company. The Series A Units once so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement will be duly and validly issued, fully paid and non-assessable.
Series A Units. (i) On the Effective Date, EnCap has contributed to the Company (or has been deemed to have contributed) cash equal to the amount set forth under column (1) opposite EnCap’s name on Schedule I, and, in exchange for such contribution, the Company has issued to EnCap the number of Series A Units as set forth under column (2) opposite EnCap’s name on Schedule I. FORTIS ACQUISITION JV, LLC LIMITED LIABILITY COMPANY AGREEMENT
Series A Units. As a result of the amendment and restated of the Original Agreement pursuant to this Agreement, the limited liability company interest of JGTC under the Original Agreement is hereby converted into 362,250 Series A Units, and the limited liability company interest of DGTC under the Original Agreement is hereby converted into 362,250.
Series A Units. (a) The Series A Units issued on the Effective Date shall initially be unvested (“Unvested Series A Units”). As of the Effective Date, each Member listed on Schedule I has been issued the number of Unvested Series A Units set forth opposite such Member’s name under the column titled “Unvested Series A Units” on Schedule I. A portion of the Unvested Series A Units shall vest on each of the first anniversary of the Effective Date (the “Year One Vesting Date”), the second anniversary of the Effective Date (the “Year Two Vesting Date”) and the third anniversary of the Effective Date (the “Year Three Vesting Date” and, together with the Year One Vesting Date and the Year Two Vesting Date, each a “Series A Scheduled Vesting Date”) and at such other times as prescribed by this Agreement (the date of any such vesting, together with each Series A Scheduled Vesting Date, each a “Series A Vesting Date”). Schedule I sets forth, with respect to each Member holding Unvested Series A Units, the number of Unvested Series A Units held by such Member that shall become vested (upon vesting, a “
Series A Units. Amend its limited partnership agreement or any other agreement governing the Series A Units, without providing Bank with written notice thereof (along with copies of all proposed amended agreements) at least thirty (30) days prior to the adoption of any such amendment; other than the $100 million of Series A Units offered by Borrower pursuant to a Confidential Private Placement Memorandum dated December 18, 2015 (the “PPM”), and other than up to an additional $20 million to be offered, on the same terms as the PPM, as a supplement or modification to the PPM, issue any additional Series A Units without providing written notice to Bank at least thirty (30) days prior to any such issuance; nor redeem any of the Series A Units without providing written notice to Bank at least one hundred eighty (180) days prior to any such redemption.
