Limited Partners’ Interests. (i) In connection with the Merger and in accordance with the procedures set forth in Section 5(a)(iii) of this Agreement, each unit of limited partnership interest of CCP IV (each a “Unit”) outstanding immediately prior to the Effective Time and held by limited partners of CCP IV, except 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) $57.44 in cash (the “Cash Consideration”) or (y) a number of partnership common units of Aimco OP calculated by dividing $57.44 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”).
Limited Partners’ Interests. (i) In connection with the Merger and in accordance with the procedures set forth in Section 5(a)(iii) of this Agreement, each limited partnership unit of CPF XIX outstanding immediately prior to the Effective Time and held by limited partners of CPF XIX, except limited partnership 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) $352.02 in cash (the “Cash Consideration”) or (y) a number of partnership common units of Aimco OP calculated by dividing $352.02 by the average closing price of Apartment Investment and Management Company common stock, as reported on the NYSE, 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”).
Limited Partners’ Interests. None of the Limited Partners, except as provided in this Article XVII, shall sell, transfer, encumber or otherwise dispose of, by operation of law or otherwise, the .whole or any part of its interest in the Partner-ship. No assignment shall be valid or effective unless in compliance with the conditions contained in this Agreement, and any unauthorized transfer or assignment shall be void ab initio.
Limited Partners’ Interests. The limited partners of the Partnership hold LP Units in the Partnership aggregating a 100% limited partner interest in the Partnership, represented by (as of February 27, 2015) 127,235,737 LP Units; such LP Units are the only limited partners interests of the Partners that are issued and outstanding; all of such LP Units have been duly authorized and validly issued pursuant to the agreement of limited partnership of the Partners, as amended and restated to the date hereof (the “Partnership Agreement”), and are fully paid and nonassessable (except to the extent such nonassessability may be affected by Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, as amended (“DRULPA”);
