Participating Entity Interests. The Participating Entity Interests contributed by Contributor constitutes all of the issued and outstanding interests owned by Contributor in the Participating Entity. Schedule 2.6 sets forth the entire authorized and outstanding equity and distribution, profits or similar interest in the Participating Entity. The Participating Entity Interests are validly issued, fully paid and non-assessable, and were not issued in violation of any preemptive rights. The Participating Entity Interests have been issued in compliance with applicable law and the Participating Entity Agreements. There are no rights, subscriptions, warrants, options, conversion rights, preemptive rights or agreements of any kind outstanding to purchase or to otherwise acquire any of the interests which comprise the Participating Entity Interests or any securities or obligations of any kind convertible into any of the interests which comprise the Participating Entity Interests or other equity interests or profit participation of any kind in the Participating Entity. At the Closing, upon receipt of the consideration, Contributor will have transferred its Participating Entity Interests to the Operating Partnership free and clear of all Liens, other than the Permitted Liens, and the Operating Partnership will have acquired good and valid title thereto.
Participating Entity Interests. The Participating Entity Interests contributed by Contributor constitutes all of the issued and outstanding interests owned by Contributor in the Participating Entity. Schedule 2.6 sets forth the entire authorized and outstanding equity and distribution, profits or similar interest in the Participating Entity. The Participating Entity Interests are validly issued, fully paid and non-assessable, and were not issued in violation of any preemptive rights. The Participating Entity Interests have been issued in compliance with applicable law and the Participating Entity Agreements. Other than the purchase right in favor of Nektar Therapeutics, Inc. contained in the Participating Entity Agreement relating to the Property occupied by Nektar Therapeutics, Inc., there are no rights, subscriptions, warrants, options, conversion rights, preemptive rights or agreements of any kind outstanding to purchase or to otherwise acquire any of the interests which comprise the Participating Entity Interests or any securities or obligations of any kind convertible into any of the interests which comprise the Participating Entity Interests or other equity interests or profit participation of any kind in the Participating Entity. At the Closing, upon receipt of the consideration, Contributor will have transferred its Participating Entity Interests to the Operating Partnership free and clear of all Liens, other than the Permitted Liens.
Participating Entity Interests. (i) The Participating Entity Interests contributed by such Contributor constitute all of the issued and outstanding interests owned (directly or indirectly) by such Contributor in the Participating Entity. Except as set forth in Schedule 3.3(h), such Contributor has no equity interest, either direct or indirect, in the Properties, except for the Participating Entity Interests which are the subject of this Agreement.
Participating Entity Interests. (i) The Trust is the sole record owner of the ownership interests of Wildwood Crossing, Lafayette Acquisitions and Maryville Acquisitions, which interests are held free and clear of any Liens and for which the Trust has good and valid title. The Trust owns a majority of the capital stock or membership interests, as applicable, of Dellwood Acquisitions and Xxxx Acquisitions and holds such capital stock or membership interests free and clear of any Liens and for which the Trust has good and valid title. Immediately prior to the Closing, the Trust will be the sole record owner of Dellwood Acquisitions and Xxxx Acquisitions, which will be held free and clear of any Liens and for which the Trust will have good and valid title. The Newco Contribution Transactions will have been completed prior to the Closing. Immediately prior to the Closing, the Contributors will be the sole record owners of 100% of the Participating Entity Interests, which will be held free and clear of any Liens and for which the Contributors will have good and valid title.
Participating Entity Interests. From the date hereof through the Closing, except as described in the Registration Statement and except for the Newco Contribution Transaction, the Contributors, jointly and severally, shall not, without the prior written consent of the Company:
Participating Entity Interests. The Participating Entity Interests contributed by Contributor constitutes all of the issued and outstanding interests owned by Contributor in the Participating Entity. The Participating Entity Interests are validly issued, fully paid and non-assessable, and were not issued in violation of any preemptive rights. The Participating Entity Interests have been issued in compliance with applicable law and the Participating Entity Agreements. There are no rights, subscriptions, warrants, options, conversion rights, preemptive rights or agreements of any kind outstanding to purchase or to otherwise acquire any of the interests which comprise the Participating Entity Interests or any securities or obligations of any kind convertible into any of the interests which comprise the Participating Entity Interests or other equity interests or profit participation of any kind in the Participating Entity. At the Closing, upon receipt of the consideration, Contributor will have transferred its Participating Entity Interests to the Operating Partnership free and clear of all Liens.
