Examples of AIM Midstream Holdings in a sentence
Notice otherwise sent as provided herein shall be deemed given upon delivery of such notice: To the Company: American Midstream GP, LLC c/o ArcLight Capital Partners, LLC 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000 Attention: Xxxx Xxxxxx and Xxxxxx Xxxxxx E-mail: xxxxxxx@xxxxxxxxxxxxxxx.xxx and xxxxxxx@xxxxxxxxxxxxxxx.xxx To AIM Midstream Holdings: 000 Xxxxx Xxxx, Xxxxx 000 Xxxxxx Xxxx, XX 00000 Attn: Xxxxxx X.
HPIP owns 100% of the Class A membership interest in the General Partner and AIM Midstream Holdings owns 100% of the Class B membership interest in the General Partner, which together constitute all of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the General Partner Agreement.
Notwithstanding any other provision of this Agreement, in no event shall the aggregate amount of distributions with respect to the Class B Membership Interest exceed an amount equal to (i) $40,000,000, plus (ii) two times the amount of any Capital Contributions made by AIM Midstream Holdings to the Company on or after January 31, 2014.
Notwithstanding the foregoing, no additional Membership Interest shall be issued to HPIP or any of its Affiliates for less than the fair market value of such Membership Interests without (i) the prior written consent of AIM Midstream Holdings, which consent shall not be unreasonably withheld or denied, or (ii) offering the Class B Members a right to participate in such issuance on a proportionate basis to the Class B Members’ Sharing Percentage.
HPIP is the record holder of 95% of the membership interests in the General Partner and AIM Midstream Holdings is the record holder of 5% of the membership interests in the General Partner, which together constitute all of the issued and outstanding membership interests in the General Partner; such membership interests have been duly authorized and validly issued in accordance with the General Partner Agreement.
Such Unitholder’s Agreement may contain (i) restrictions on your transfer and sale of such Units, (ii) obligations for you to sell such Units in connection with a sale of interests in the Partnership by the Company, AIM Midstream Holdings, LLC or their respective Affiliates and (iii) such other restrictions and obligations as the Committee determines, in its sole discretion, to impose, all of which will be applicable prior to the consummation of any initial public offering of Units by the Partnership.
At the time of the formation of the Company, as reflected on Exhibit A, AIM Midstream Holdings made a Capital Contribution in the amount of $1,000 in exchange for all the Membership Interests in the Company.
AIM Midstream Holdings shall be the “tax matters partner” of the Company pursuant to Code Section 6231(a)(7) (the “Tax Matters Member”).
Class A Membership Interest and Class B Membership Interest High Point Infrastructure Partners, LLC 100% 95% $57,654,839 $56,050,000 AIM Midstream Holdings, LLC 100% 5% $3,034,465 $2,950,000 * Sharing Percentages shown above are subject to reduction after Class C Payout on account of the Class C Membership Interest II.
Following the announcement of the Equity Restructuring, AIM Midstream Holdings, LLC, or AIM filed an action in Delaware Chancery Court against HPIP, our General Partner and us seeking either rescission of the Equity Restructuring or, in the alternative, monetary damages.