Equity Ownership. (i) Alter owns, beneficially and of record, and has good title to 318,961 OP Units and 100 shares of Lessee Stock (provided that upon the effect of the Recapitalization, Alter shall own, beneficially and of record and shall have good title to, 800 shares of Lessee Class A Voting Stock and 800 shares of Lessee Class B Non-Voting Stock); (ii) Alter Investment Group owns, beneficially and of record, and has good title to 99,251 OP Units; and (ii) Riverside owns, beneficially and of record, and has good title to 80,000 OP Units, in each case free and clear of any Liens (other than the Lien set forth on Schedule 3.2(g) (the "Xxxxx Fargo Lien"), which shall be released at or prior to Closing, and the Lien in favor of Sunstone OP created pursuant to the Agreement set forth on Schedule 3.2(h)), agreements or limitations on voting rights of any nature whatsoever other than restrictions imposed by the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities and "Blue Sky" laws and, with respect to OP Units, the Partnership Agreement.
Appears in 2 contracts
Samples: Contribution and Sale Agreement (Westbrook Real Estate Partners LLC), Contribution and Sale Agreement (Alter Robert A)
Equity Ownership. (i) Alter owns, beneficially and of record, and has good title to 318,961 OP Units and 100 shares of Lessee Stock (provided that upon the effect of the Recapitalization, Alter shall own, beneficially and of record and shall have good title to, 800 shares of Lessee Class A Voting Stock and 800 shares of Lessee Class B Non-Voting Stock); (ii) Alter Investment Group owns, beneficially and of record, and has good title to 99,251 OP Units; and (ii) Riverside owns, beneficially and of record, and has good title to 80,000 OP Units, in each case free and clear of any Liens (other than the Lien set forth on Schedule 3.2(g) (the "Xxxxx Fargo Wellx Xxxgo Lien"), which shall be released at or prior to Closing, and the Lien in favor of Sunstone OP created pursuant to the Agreement set forth on Schedule 3.2(h)), agreements or limitations on voting rights of any nature whatsoever other than restrictions imposed by the Securities Act of 1933, as amended (the "Securities Act"), applicable state securities and "Blue Sky" laws and, with respect to OP Units, the Partnership Agreement.
Appears in 2 contracts
Samples: Contribution and Sale Agreement (Westbrook Real Estate Partners LLC), Contribution and Sale Agreement (Alter Robert A)