Common use of Distributions with Respect to Undistributed Shares Clause in Contracts

Distributions with Respect to Undistributed Shares. No dividends or other distributions declared or made after the Effective Time with respect to ILG Common Stock with a record date after the Effective Time shall be paid with respect to any shares of ILG Common Stock that are not able to be distributed by the Agent promptly after the Effective Time, whether due to a legal impediment to such distribution or otherwise. Subject to the effect of applicable Laws, following the distribution of any such previously undistributed shares of ILG Common Stock, there shall be paid to the record holder of such shares of ILG Common Stock, without interest, (i) at the time of the distribution, to the extent not previously paid, the amount of cash payable in lieu of fractional shares of ILG Common Stock to which such holder is entitled pursuant to Section 3.03 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of ILG Common Stock, and (ii) at the appropriate payment date therefor, the amount of dividends or other distributions with a record date after the Effective Time but prior to the distribution of such shares and a payment date subsequent to the distribution of such shares payable with respect to such whole shares of ILG Common Stock. ILG shall deposit in the Distribution Fund all such dividends and distributions.

Appears in 3 contracts

Samples: Merger Agreement, Agreement and Plan of Merger (Vistana Signature Experiences, Inc.), Merger Agreement (Starwood Hotel & Resorts Worldwide, Inc)

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Distributions with Respect to Undistributed Shares. No dividends or other distributions declared or made after the Effective Time with respect to ILG Grizzly Common Stock with a record date after the Effective Time shall be paid with respect to any shares of ILG Grizzly Common Stock that are not able to be distributed by the Agent promptly after the Effective Time, whether due to a legal impediment to such distribution or otherwise. Subject to the effect of applicable Laws, following the distribution of any such previously undistributed shares of ILG Grizzly Common Stock, there shall be paid to the record holder of such shares of ILG Grizzly Common Stock, without interest, (i) at the time of the distribution, to the extent not previously paid, the amount of cash payable in lieu of fractional shares of ILG Grizzly Common Stock to which such holder is entitled pursuant to Section 3.03 3.3 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of ILG Grizzly Common Stock, and (ii) at the appropriate payment date therefor, the amount of dividends or other distributions with a record date after the Effective Time but prior to the distribution of such shares and a payment date subsequent to the distribution of such shares payable with respect to such whole shares of ILG Grizzly Common Stock. ILG Grizzly shall deposit in the Distribution Fund all such dividends and distributions.

Appears in 3 contracts

Samples: Merger Agreement (Georgia Gulf Corp /De/), Merger Agreement (Georgia Gulf Corp /De/), Merger Agreement (PPG Industries Inc)

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