EXHIBIT 99.3
IRREVOCABLE LIMITED PROXY
This Irrevocable Limited Proxy, dated as of January 22, 1999, is
made by and between Apartment Investment and Management Company, a Maryland
corporation ("AIMCO"), and Xxxxxx X. Xxxxxx, Xxxxx X. Aston and Xxxxx X.
Xxxxxxxx.
The undersigned have previously entered into an irrevocable limited
proxy, dated as of December 7, 1998 (the "Second Proxy"), and now wish to
substitute this Proxy for the Second Proxy in its entirety.
The undersigned holder (the "Shareholder") of common shares of
beneficial interest, par value $.01 per share (the "Shares"), of Insignia
Properties Trust, a Maryland real estate investment trust ("IPT"), hereby
irrevocably appoints and constitutes each of Xxxxxx X. Xxxxxx, Xxxxx X.
Aston and Xxxxx X. Xxxxxxxx who are duly authorized representatives of IPT
and each of them (the "Proxyholders"), the agents and proxies of the
undersigned, with full power of substitution and resubstitution, as set
forth below with respect to the Shares, and any and all other shares or
securities issued or issuable in respect thereof on or after the date
hereof and prior to the date this proxy terminates.
The agents and proxies named above are empowered at any time prior
to termination of this proxy to exercise all voting and other rights
(including, without limitation, the power to execute and deliver written
consents with respect to the Shares) of the undersigned at every annual,
special or adjourned meeting of the shareholders of IPT (the "IPT Meeting")
and in every written consent in lieu of such a meeting, or otherwise, in
favor of approval of the Merger (as defined in the Second Amended and
Restated Agreement and Plan of Merger, dated as of January 22, 1999 (the
"Merger Agreement"), by and between IPT and AIMCO, the Merger Agreement and
any matter that could reasonably be expected to facilitate the Merger. The
Proxyholders may not exercise this proxy on any other matter. The
Shareholder may vote the Shares and other shares on all such other matters.
The proxy granted by the Shareholder to the Proxyholders hereby is
granted as of the date of this Proxy pursuant to Section 6.5 of the Merger
Agreement and is irrevocable and coupled with an interest in IPT held by
the Proxyholder.
Upon the execution hereof, all prior proxies given by the
undersigned with respect to the Shares and any and all other shares or
securities issued or issuable in respect thereof on or after the date
hereof are hereby revoked and no subsequent proxies will be given until
such time as this Proxy shall be terminated in accordance with its terms.
Notwithstanding any provision of this Proxy to the contrary, the
Shares and any other shares, securities, cash or other property issued or
issuable or distributed or distributable with respect thereto are and shall
be the property of the Shareholder, and the Proxyholders shall have no
ownership interest therein.
Any obligation of the undersigned hereunder shall be binding upon
the successors and assigns of the undersigned. The Shareholder authorizes
the Proxyholders to file this proxy and any substitution or revocation of
substitution with the Secretary of IPT and with any Inspector of Elections
at any meeting of the shareholders of IPT.
This Proxy is irrevocable and shall survive the insolvency,
dissolution or liquidation of the undersigned. This Proxy shall terminate
on the earlier of (a) January 1, 2002 and (b) consummation of the Merger.
IN WITNESS WHEREOF, the undersigned has executed this Proxy as of
the day and year first above written.
APARTMENT INVESTMENT AND
MANAGEMENT COMPANY
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
Each of the undersigned hereby agrees to vote the Shares subject to
this Irrevocable Proxy in favor of the Merger, the Merger Agreement and any
matter that could reasonably be expected to facilitate the Merger at every
IPT Meeting and in every written consent in lieu of such a meeting, or
otherwise.
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Xxxxxx X. Xxxxxx
/s/ Xxxxx X. Aston
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Xxxxx X. Aston
/s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
