Ownership of Borrower. The REIT Guarantor is the sole general partner of the Borrower and owns free of any Lien or other claim not less than a sixty-six and two-thirds percent (66 2/3%) Equity Interest in the Borrower as the general partner thereof.
Ownership of Borrower. Schedule 5.3 sets forth the direct and indirect owners of Borrower (but not any owners, direct or indirect, of KBS REIT) and the owners’ respective ownership percentages therein, and there are no other ownership interests outstanding. Except as set forth or referred to in the organizational documents of Borrower, no ownership interest (or any securities, instruments, warrants, option or purchase rights, conversion or exchange rights, calls, commitments or claims of any character convertible into or exercisable for any ownership interest) of any such Person is subject to issuance under any security, instrument, warrant, option or purchase rights, conversion or exchange rights, call, commitment or claim of any right, title or interest therein or thereto. All of the ownership interests in Borrower have been issued in compliance with all applicable Requirements of Law.
Ownership of Borrower. Except as otherwise permitted in Exhibit F attached hereto, Borrower shall be wholly owned, either directly or indirectly, by KBS REIT. Notwithstanding anything stated to the contrary in this Agreement, the Security Instrument or in any of the other Loan Documents, any transfers of equity interests or other interests in KBS REIT Properties, LLC or in any of the direct or indirect owners of KBS REIT Properties, LLC shall not be prohibited (and shall be expressly permitted) provided that KBS REIT continues to directly or indirectly wholly own Borrower.
Ownership of Borrower. The organizational chart attached hereto as Schedule 3 is complete and accurate and illustrates all Persons who have a direct or indirect ownership interest in Borrower.
Ownership of Borrower. Schedule 5.01(c) sets forth the general partners of Borrower and their respective ownership percentages as of the date hereof. Except as set forth in the partnership agreement of Borrower, no partnership interests (or any securities, instruments, warrants, option or purchase rights, conversion or exchange rights, calls, commitments or claims of any character convertible into or exercisable for partnership interests) of Borrower are subject to issuance under any security, instrument, warrant, option or purchase rights, conversion or exchange rights, call, commitment or claim of any right, title or interest therein or thereto. To Borrower's knowledge, all of the partnership interests in Borrower have been issued in compliance with all applicable Requirements of Law.
Ownership of Borrower. All of the Partnership Units of the Borrower are validly issued and non-assessable and as of the Closing Date are owned of record in the percentage amounts and by the Persons set forth on Schedule 4.1(c), as amended from time to time. As of the Closing Date, the REIT owns 21,692,833 Partnership Units of the Borrower, free and clear of any Liens. Such Partnership Units were offered and sold in compliance in all material respects with all Requirements of Law (including, without limitation, federal and state securities laws). Except as set forth in Schedule 4.1(c), there are no outstanding securities convertible into or exchangeable for Partnership Units of the Borrower, or options, warrants or rights to purchase any such Partnership Units, or commitments of any kind for the issuance of additional Partnership Units or any such convertible or exchangeable securities or options, warrants or rights to purchase such Partnership Units. The REIT is the sole general partner of the Borrower. (d)
Ownership of Borrower. The sole managing member of Borrower is the Sole Member. The direct membership interests in Borrower are owned free and clear of all Liens, warrants, options and rights to purchase. Borrower has no obligation to any Person to purchase, repurchase or issue any ownership interest in it. The organizational chart attached hereto as Schedule 4 is complete and accurate and illustrates all Persons who have a direct or indirect ownership interest in Borrower other than those Persons who have a direct or indirect ownership in the REIT.
Ownership of Borrower. Rock-Tenn Company owns, directly or indirectly, 100% of the issued and outstanding Equity Interest of Borrower, free and clear of any Adverse Claim. Such Equity Interests are validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Borrower.
Ownership of Borrower. The legal and beneficial ownership of the Borrower shall remain unchanged from that represented in Clause 17.2 (Share capital and ownership), unless:-
Ownership of Borrower. As of the date hereof, CBL Holdings I owns an approximate 1.68% general partner interest in the Borrower and CBL Holdings II owns a 52.3% limited partner interest in the Borrower. As of the date hereof, CBL Properties, Inc. does not own a direct interest in Borrower; however, it owns 100% of the stock of CBL Holdings I and CBL Holdings II. As of the date hereof, CBL & Associates, Inc. and its affiliates, officers and key employees own an approximate 15.68% limited partner interest in the Borrower. As of the date hereof, CBL Management, Inc. owns no interest in the Borrower. As of the date hereof, Richard E. Jacobs Group, Inc. owns an approximate 21.41% limited xxxxxxx xxxxxxxx in the Borrower and other investors own an approximate 8.93% limited partner interest in the Borrower The Borrower has no other general partners. As of the date hereof the Borrower and its Affiliates own 100% of the partnership interests in Lakeshore and Towne Mall and 90% of the limited liability company interests of Lakes Mall.
