Entity Ownership. (i) Moriah Properties, Ltd., DAB Resources, Ltd., Brothers Production Properties, Ltd., Brothers Production Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., SHP Capital LP and H2K Holdings, Ltd. own 100% 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 Amended and Restated Limited Liability Company Agreement of GP LLC (as amended as of the date hereof, the “GP LLC Agreement”), and are fully paid and non-assessable (except as such non-assessability may be limited by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”)); and such persons and entities own such membership interests free and clear of all Liens.
(ii) The General Partner is the sole general partner of the Partnership with an approximate 0.04% general partner interest in the Partnership; such general partner interest has been duly authorized and validly issued in accordance with the Amended and Restated Limited Partnership Agreement of the Partnership (as amended as of the date hereof, the “Partnership Agreement”) and is fully paid; and the General Partner owns such general partner interest free and clear of all Liens; the General Partner owns no assets, and has no business, other than with respect to its general partner interest in the Partnership.
(iii) As of the date hereof and immediately prior to the issuance of the Units pursuant to this Agreement, the issued and outstanding limited partner interests of the Partnership consists of 43,664,744 Units. All of the issued and outstanding Units, and the limited partner interests represented thereby, have been duly authorized and validly issued in accordance with the Partnership Agreement, and are fully paid (to the extent required by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”)).
(iv) The Units to be issued and sold by the Partnership hereunder will be duly authorized in accordance with the Partnership Agreement and, when issued and delivered to KCA against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Sections 17-3...
Entity Ownership. The cumulative transfer of an aggregate of 50% or more of the voting interests in a Tenant entity, including by creation or issuance of new ownership interests (except as the result of transfers by gift or inheritance and except for transfers of interests in publicly traded entities) shall be deemed a Transfer of this Lease.
Entity Ownership. The cumulative transfer of an aggregate of 50% or more of the voting interests in Tenant (stock in a corporation, partnership interests in a partnership, or ownership interests in a limited liability company), including by creation or issuance of new ownership interests of an entity which is (i) Tenant; (ii) an assignee of Tenant; or (iii) an entity which is a general partner in a general or limited partnership which is Tenant or assignee of this Lease (except as the result of transfers by gift or inheritance) shall be deemed a Transfer of this Lease. No such assignment shall release Tenant from its obligations hereunder.
Entity Ownership. Harvest of California, LLC AZ-DEL Holdings, LLC – 7.25% Harvest Enterprises, Inc. – 92.75% Harvest of Cxxxxx City, LLC Harvest of California, LLC - 100% Harvest of Hesperia, LLC Harvest of California - 55% Route 66 River Holdings Inc.– 25% 247X Group Limited – 20% Harvest of Lake Elsinore, LLC Harvest of California - 75% Element 7, LLC – 25% Harvest of Merced, LLC Harvest of California, LLC - 83% Harvest Enterprises, Inc. – 5% Exxxx Xxxxxxxxx – 5% Axxx Xxxxxxxxx – 5% Bxxxx Xxxxxxx – 2% Harvest of Mxxxxx Valley, LLC Harvest of California, LLC – 90% Harvest Enterprises, Inc. – 5% Rxxxxx Xxxxx – 5% Harvest of Napa, Inc. Harvest of California, LLC – 65% Exxxxxx Xxxxxx – 35% Harvest of San Bernardino, LLC Harvest of California, LLC – 80% Sxxxx Xxxx – 5% Jxxxx Xxxxxx – 15% Harvest of Santa Mxxxxx, LLC Harvest of California, LLC – 71.5% Sxx Xxxxxx – 10% TX Xxxxxxxx – 3% West Pxxxxxx – 3% Blue Summer Partners, LLC – 7.5% Exxxx Xxxxx – 5% Holdings of Harvest CA, LLC Harvest of California, LLC – 100% Harvest of Union City, LLC Harvest of California, LLC – 97% Kialia Nialia 3% Hyperion Healing, LLC Harvest of California, LLC – 60% Axxxx Xxxxxx- 20.4% Dxxxx Xxx- 19.6% CBx Enterprises, LLC Harvest Enterprises, Inc. – 100% CBx Sciences, LLC CBx Enterprises, LLC – 100% AZ-DEL Holdings, LLC Harvest DCP – 100% Harvest Enterprises, Inc. Harvest Health & Recreation Inc. – 100% Harvest FXXXX, Inc. Harvest Health & Recreation Inc. – 100% SMPB Management, LLC Harvest DCP of Pennsylvania, LLC – 85% Harvest Enterprises, Inc. – 15% AINA We Would LLC Harvest Enterprises, Inc. – 25% Vulcan-Harvest, LLC Harvest DCP of Nevada, LLC – 51% Vulcan Enterprises US – 49% Harvest DCP of Florida, LLC Harvest DCP – 10% Harvest Enterprises, Inc. – 90% San Felasco Nurseries, Inc. Harvest Enterprises, Inc. – 100% AINA-WW Hollywood LLC AINA We Would LLC – 100% AINA-CNBS Holdings LLC Harvest Enterprises, Inc – 25% Harvest DCP of Maryland, LLC Harvest DCP – 42.8% Harvest Enterprises, Inc. – 52.2% Town of Hxxxxxx – 5% Harvest of Maryland Cultivation, LLC Harvest DCP of Maryland, LLC – 100% Harvest of Maryland Dispensary, LLC Harvest DCP of Maryland, LLC – 100% Harvest of Maryland Production, LLC Harvest DCP of Maryland, LLC – 100% Gogriz, LLC Harvest Mass Holding I, LLC – 100% Suns Mass, Inc. Harvest Mass Holding I, LLC – 100% Suns Mass II, LLC Harvest Mass Holding I, LLC – 100% Suns Mass III, LLC Harvest Mass Holding I, LLC – 100% Harvest Delta of Michigan, LLC Harvest Michigan Holding, LLC – 50% Har...
Entity Ownership. The cumulative transfer of an aggregate of 50% or more of the voting interests in Tenant (stock in a corporation, partnership interests in a partnership, or ownership interests in a limited liability company), including by creation or issuance of new ownership interests of an entity which is (i) Tenant; (ii) an assignee of Tenant; or (iii) an entity which is a general partner in a general or limited partnership which is Tenant or assignee of this Lease (except as the result of transfers by gift or inheritance) shall be deemed a Transfer of this Lease. Notwithstanding the foregoing, Landlord consents to the merger of the original Tenant corporation with a newly formed Delaware corporation for the purpose of facilitating a public offering of stock, provided that (a) the new corporation has at least equal to or greater assets than the original Tenant corporation as of the date of this Lease, (b) the new corporation assumes the obligations of Tenant hereunder, and (c) Tenant provides the assumption to Landlord along with the notice address for the new corporation prior to the merger. The issuance of additional equity shares for the purpose of additional investment in Tenant’s operation shall not be considered a Transfer.
Entity Ownership. Any changes in the ownership of Tenant resulting from a public offering of the stock of Tenant or any parent of Tenant shall not be deemed a Transfer. Any transfer of stock or assets from Tenant to an affiliate or subsidiary corporation or other entity, or as a result of any merger, consolidation or other reorganization of Tenant to any parent of Tenant shall not be deemed a Transfer for purposes of this Section 15 unless, (a) the combined net worth of the Guarantor and the Tenant entity is not less than $2.5 million, or, (b) Tenant posts a Letter of Credit as set forth in Section 15.5 below.
Entity Ownership. The cumulative (i.e. in one or more sales or transfers, ---------------- by operation of law or otherwise) transfer of an aggregate of fifty percent (50%) or more of the voting stock issued and outstanding on the date of this Lease is executed by Landlord, including by creation or issuance of new stock, of a corporation which is (i) Tenant, (ii) the corporate assignee of Tenant, (iii) or any corporation which is a general partner in a general or limited partnership which is Tenant or assignee of this Lease; or the cumulative (i.e, in one or more sales or transfers, by operation of law or otherwise) transfer of an aggregate of fifty percent (50%) or more of the ownership interest in a general or limited partnership which is Tenant or assignee of Tenant, by which an aggregate of fifty percent (50%) or more of such ownership interest is vested in a Person or persons who are not general partners (except as the result of transfers by gift or inheritance), shall be deemed a Transfer of this Lease and shall be subject to the provisions of Section 15.
1. For the purpose of Section 15.1, any entity which has undergone any of the changes described in the Section 15.3 shall be deemed to be a Transferee excluding any Initial Public Offering or stock transfer for additional funding.
Entity Ownership. The cumulative transfer (i.e. in one or more sales ---------------- or transfers, by operation of law or otherwise) of an aggregate of fifty percent (50%) or more of the voting stock issued and outstanding on the date of this Lease is executed by Landlord, including by creation or issuance of new stock of a corporation which is (i) owned by Tenant, (ii) the corporate assignee of Tenant, or (iii) any corporation which is a general partner in a general or limited partnership or member of a limited liability company which is the tenant or an assignee of the tenant of this Lease; or the cumulative transfer of an aggregate of fifty percent (50%) or more of the ownership interest in a general or limited partnership, limited liability company or other entity which is the tenant or an assignee of the tenant, by which an aggregate of fifty percent (50%) or more of such ownership interest is vested in a person or persons who are riot general partners, members or other owners (except as the result of transfer by gift or inheritance), shall be deemed a Transfer of this Lease and shall be subject to the provisions of Section 11.1 except that for purposes of this Section 11.2 only, Section 11.1(f) shall not apply. For the
Entity Ownership. The Company has not owned, and will not own, directly or indirectly, equity interests in any entity other than its Disregarded Entities, its Qualified REIT Subsidiaries, its TRSs, and the Partnerships, unless the Company’s ownership of such equity securities has not caused and would not cause it to fail to satisfy the requirements of paragraph 10 (Other Asset Tests). Hunton & Xxxxxxxx LLP Xxxxx Lovells US LLP [●], 2016 Page
Entity Ownership. If Tenant is not a natural person, transfer of the right of the owner of Tenant, or the owner of any affiliated entity which directly or indirectly controls Tenant, shall constitute a transfer of this Lease, regardless of how such control is transferred. By way of example, any transfer, redemption, or new issuance of voting stock of a corporation which results in a change in the identity of the majority shareholder constitutes a transfer of control, and in the case of a Limited Partnership, change in the identity of the general partner would constitute a transfer of control. Whether material control has been transferred shall be judged in light of the governing documents of the entity in question. This Subsection 16.2 shall not apply to any Tenant corporation, the outstanding voting stock of which is listed on a national securities exchange or actively traded over-the-counter.