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 “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. (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) $311.18 in cash (the “Cash Consideration”) or (y) a number of partnership common units of Aimco OP calculated by dividing $311.18 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). 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 fails to return a duly completed Election Form within the time period specified in the Election Form, such holder shall be deemed to have elected to receive the Cash Consideration. In...
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 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.
(a) Except as otherwise required by law, the Series A Units shall have voting rights equal to one vote per Series A Unit.
(b) On and as of the Effective Date, a total of (i) 500 Series A Units have been issued by the Company to Petro River, (ii) 440 Series A Units have been issued to Pearsonia West LLC and (iii) 60 Series A Units have been issued by the Company to Ranger Station LLC, all of which Series A Units are fully vested as of the Effective Date.
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. (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
(ii) Column (4) opposite EnCap’s name on Schedule I sets forth the aggregate amount of cash contributed (or deemed to have been contributed) to the Company by EnCap and column (5) opposite EnCap’s name on Schedule I sets forth the number of Series A Units issued to EnCap by the Company in exchange for such contributions, in each case, as of the date set forth on Schedule I.
Series A Units. On the Effective Date, each Member listed on Schedule I has contributed to the Company property with a cash value agreed to be equal to the amount set forth under column (1) opposite such Member’s name on Schedule I, and, in exchange for such contribution, the Company has issued to such Member the number of Series A Units as set forth under column (2) opposite such Member’s name on Schedule I. As of the Effective Date, all of the authorized Series A Units will be issued and outstanding.
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. 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”).
Series A Units. Each Series A Unit that is issued and outstanding immediately prior to the Effective Time shall be canceled and extinguished and shall be converted automatically into and become a right to receive, subject to and in accordance with the procedures set forth in Section 2.7 and otherwise subject to Section 2.8 and Section 2.9, at the times specified herein, an amount equal to the Zephyr Services Series A Per Unit Merger Consideration, as set forth on the Net Merger Consideration Payment Schedule.
