Maximum and Minimum Number of Units. (i) The maximum number of Units may not exceed 100,000,000 Common Units which is a maximum of $2,000,000,000 of cash subscription proceeds if all Units are subscribed for and issued. (ii) The minimum number of Units that may be issued in the Initial Closing shall be 100,000 Units, but in any event not less than the number of Units that provides the Partnership with cash subscription proceeds of $2,000,000. (iii) If subscriptions for the minimum number of Units have not been received and accepted by May 8, 2015, which is one year from the effective date of the Prospectus, then all monies deposited by subscribers shall be promptly returned to them. Such subscribers shall receive any interest earned on their subscription proceeds from the date the monies were deposited in escrow through the date of refund, without deduction for any fees. Notwithstanding the foregoing, on the Initial Closing Date the General Partner and the Manager shall each pay not less than $1,000,000 in cash to the Partnership to purchase Units at a discounted purchase price to reflect that no selling commissions or dealer manager fees are being paid with respect to such Units, all of which shall be applied towards the minimum subscription proceeds stipulated in (ii) Section 5.5(ii) (iv) The Partnership may withdraw subscription proceeds from escrow and begin its activities, in the General Partner’s sole discretion, upon receipt and acceptance of the minimum subscription proceeds stipulated in Section 5.5(ii) . (v) Compensation to the Dealer Manager and all participating broker-dealers must be a cash commission based solely on the amount of initial subscriptions. All items of compensation to underwriters or dealers, including, but not limited to, selling commissions, expenses, rights of first refusal, consulting fees, finders’ fees and all other items of compensation of any kind or description paid by the Partnership, directly or indirectly, shall be taken into consideration in computing the amount of allowable selling commission and no indeterminate compensation shall be paid.
Appears in 1 contract
Sources: Agreement of Limited Partnership (American Energy Capital Partners, LP)
Maximum and Minimum Number of Units. (i) The maximum number of Units may not exceed 100,000,000 Common Units which is a maximum of $2,000,000,000 of cash subscription proceeds if all Units are subscribed for and issued.
(ii) The minimum number of Units that may be issued in the Initial Closing shall be 100,000 Units, but in any event not less than the number of Units that provides the Partnership with cash subscription proceeds of $2,000,000.
(iii) If subscriptions for the minimum number of Units have not been received and accepted by May 8, 2015, which is one year from the effective date of the Prospectus, then all monies deposited by subscribers shall be promptly returned to them. Such subscribers shall receive any interest earned on their subscription proceeds from the date the monies were deposited in escrow through the date of refund, without deduction for any fees. Notwithstanding the foregoing, on the Initial Closing Date the General Partner and the Manager shall each pay not less than $1,000,000 in cash to the Partnership to purchase Units at a discounted purchase price to reflect that no selling commissions or dealer manager fees are being paid with respect to such Units, all of which shall be applied towards the minimum subscription proceeds stipulated in (ii) Section 5.5(ii).
(iv) The Partnership may withdraw subscription proceeds from escrow and begin its activities, in the General Partner’s sole discretion, upon receipt and acceptance of the minimum subscription proceeds stipulated in Section 5.5(ii) ).
(v) Compensation to the Dealer Manager and all participating broker-dealers must be a cash commission based solely on the amount of initial subscriptions. All items of compensation to underwriters or dealers, including, but not limited to, selling commissions, expenses, rights of first refusal, consulting fees, finders’ fees and all other items of compensation of any kind or description paid by the Partnership, directly or indirectly, shall be taken into consideration in computing the amount of allowable selling commission and no indeterminate compensation shall be paid.
Appears in 1 contract
Sources: Limited Partnership Agreement (American Energy Capital Partners - Energy Recovery Program, Lp)