Ownership of Contributed Interests. Two Harbors LLC is the sole record owner of all of the interests in Two Harbors Property and has the power and authority to transfer, sell, assign and convey to the REIT its interest in Two Harbors Property free and clear of any Liens and, upon delivery of the consideration for the interests in Two Harbors Property as provided herein, the REIT will acquire good and valid title thereto, free and clear of any Liens. Except as provided for or contemplated by this Agreement or the other applicable Formation Transaction Documentation, there are no rights to purchase, veto rights with respect to transfers, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (a) relating to the interests in Two Harbors Property or (b) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests in Two Harbors Property or any securities or obligations of any kind convertible into any of the interests of Two Harbors Property. Two Harbors LLC has no equity interest, either direct or indirect, in the Properties, except for Two Harbors LLC’s interests in Two Harbors Property.
Appears in 4 contracts
Samples: Contribution Agreement (Silver Bay Realty Trust Corp.), Contribution Agreement (Two Harbors Investment Corp.), Contribution Agreement (Silver Bay Realty Trust Corp.)