Series A Units Sample Clauses
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”).
(ii) Notwithstanding Section 5(a)(i) of this Agreement, if Aimco OP determines that the law of the state or other jurisdiction in which a limited partner resides would prohibit the issuance of partnership common units of Aimco OP in that state or other jurisdiction (or that the registration or qualification in that state or jurisdiction would be prohibitively costly), then such limited partner will only be entitled to receive the Cash Consideration for each Series A Unit.
(iii) Aimco OP shall prepare a form of election (the “Election Form”) describing the Merger and pursuant to which each limited partner of CPF XVII will have the right to elect to receive either the Cash Consideration or the OP Unit Consideration (subject to Section 5(a)(ii) of this Agreement) with respect to all of the Series A Units held by such limited partner. Each limited partner of CPF XVII must make the same election with respect to all of his or her Series A Units. Aimco OP shall mail, or cause to be mailed, an Election Form to each limited partner, together with any other materials that Aimco OP determines to be necessary or prudent, no later than ten (10) days after the Effective Time. An election to receive the Cash Consideration or the OP Unit Consideration shall be effective only if a properly executed Election Form is received by Aimco OP or its designees prior to 5:00 p.m., New York time, on the day that is thirty (30) days after the mailing of such Election Form by Aimco OP. If a limited partner f...
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 the Series A Members Schedule 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 the Series A Members Schedule. Subject to the other terms and provisions of this Agreement, 1/3 of each Series A Member’s 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”). The Series A Members Schedule 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 “Vested Series A Unit”) on each Series A Scheduled Vesting Date; provided, that the holder of such Unit remains continuously employed by a Jagged Peak Employer from the Effective Date through the applicable Series A Scheduled Vesting Date.
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. Each Series A Unit shall have the right toten (10) votes per Unit, shall be entitled to notice of any meeting of Members in accordance with this Agreement, and shall be entitled to vote upon such matters and in such manner as may be provided by law. Furthermore, each Series A Unit shall have the right to convert to Series C Units at a conversion rate of ten (10) to one (1) (i.e., one (1) Series A Unit equals ten (10) Series C Units) upon the approval of the Board of Managers.
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. 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.
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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) and the Series C 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
Series A Units. Attributes In addition to the attributes applicable to all Units of the Fund described in the Trust Agreement to which this Schedule is attached, including, without limitation, Article 3 of the Trust Agreement, the following are the attributes of the Series A Units of the Fund:
Series A Units. Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof:
(i) each Series A Unit issued and outstanding at the Effective Time (other than Excluded Series A Units) shall be cancelled, extinguished and converted into the right to receive, subject to the terms of this Agreement, an amount in cash equal to the sum of (A) the Per-Series A Unit Closing Consideration and (B) the Per-Series A Unit Additional Consideration; and
(ii) each Series A Unit, if any, held immediately prior to the Effective Time by the Parent, the Merger Sub or the Company shall be canceled and no payment shall be made with respect thereto (the “Excluded Series A Units”).