NOTICE PROCEDURES REGARDING OPEN MARKET SALE OF STOCK Sample Clauses

NOTICE PROCEDURES REGARDING OPEN MARKET SALE OF STOCK. AGREEMENTS SHARES 3.1 If, at any time any Restricted Holder or Restricted Group elects to Transfer, in an Open Market Sale, more than 100,000 Stock Agreements Shares on any single Business Day (300,000 Stock Agreements Shares from and after the first Business Day after the ITT Closing), prior to executing such Transfer the designated representative of such Restricted Holder or Restricted Group shall provide Starwood Lodging's representative, the Chief Financial Officer of the Trust (or any successor representative identified by a notice given hereunder), with telephonic notice at (602) 000-0000 xxxng with a confirmation of such notice by telefacsimile to Starwood Lodging and Starwood Lodging's additional addressees as provided in Section 7.1 hereof. Such notice (the "Sale Notice") shall indicate the number of Stock Agreements Shares which such Restricted Holder or Restricted Group has determined to Transfer in an Open Market Sale (the "Proposed Disposition Shares") on such day or days and shall comply with Section 3.5 hereof (if applicable). Such notice shall be deemed given on the Business Day the telephonic notice described above is given so long as such notice is given by 5:00 P.M., Eastern time, on such day; if given after that time, it shall be deemed given on the next Business Day. In the event that, at any time while this Section 3.1 is in effect, the Corporation or the Trust effects any reclassification, stock split or stock dividend with respect to their stock, any change or conversion of stock into other securities, or any other dividend or distribution with respect to the Paired Shares, other than (i) dividends contemplated by the Starwood Lodging Disclosure as in effect on December 30, 1997, or (ii) dividends in the aggregate not to exceed the greater of (a) the current rate (as of December 30, 1997) of their dividends (together with any increases in such rate in the ordinary course) and (b) the Trust's "real estate investment taxable income" (as such term is defined for purposes of the Internal Revenue Code) without regard to any net capital gains or the deduction for dividends paid, appropriate and proportionate adjustments shall be made to the numbers of Stock Agreements Shares set forth in the first sentence of this Section 3.1. 3.2 No later than noon, Eastern time, on the second Business Day after the Sale Notice is given as described above, Starwood Lodging may provide the representative(s) of such Restricted Holder or Restricted Group wi...
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NOTICE PROCEDURES REGARDING OPEN MARKET SALE OF STOCK. AGREEMENTS SHARES
Sample 1
NOTICE PROCEDURES REGARDING OPEN MARKET SALE OF STOCK. AGREEMENTS SHARES 3.1 If, at any time any Restricted Holder or Restricted Group elects to Transfer, in an Open Market Sale, more than 100,000 Stock Agreements Shares on any single Business Day (300,000 Stock Agreements Shares from and after the first Business Day after the ITT Closing), prior to executing such Transfer the designated representative of such Restricted Holder or Restricted Group shall provide Starwood Lodging's representative, the Chief Financial Officer of the Trust (or any successor representative identified by a notice given hereunder), with telephonic notice at (602) 000-0000 xxxng with a confirmation of such notice by telefacsimile to Starwood Lodging and Starwood Lodging's additional addressees as provided in Section 7.1 hereof. Such notice (the "Sale Notice") shall indicate the number of Stock Agreements Shares which such Restricted Holder or Restricted Group has determined to Transfer in an Open Market Sale (the "Proposed Disposition Shares") on such day or days and shall comply with Section 3.5 hereof (if applicable). Such notice shall be deemed given on the Business Day the telephonic notice described above is given so long as such notice is given by 5:00 P.M., Eastern time, on such day; if given after that time, it shall be deemed given on the next Business Day. In the event that, at any time while this Section 3.1 is in effect, the Corporation
Sample 1

Related to NOTICE PROCEDURES REGARDING OPEN MARKET SALE OF STOCK

  • Purchase and Sale of Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").

  • Sale of Stock Subject to the terms and conditions of this Agreement, ------------- on the Purchase Date (as defined below) the Company will issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, 960,000 shares of the Company's Common Stock (the "Shares") at a purchase price of $0.01 per Share ------ for a total purchase price of $9,600.00. The term "Shares" refers to the purchased Shares and all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser's ownership of the Shares.

  • Terms of Public Offering The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Shares are to be offered to the public initially at $_____________ a share (the "PUBLIC OFFERING PRICE") and to certain dealers selected by you at a price that represents a concession not in excess of $______ a share under the Public Offering Price, and that any Underwriter may allow, and such dealers may reallow, a concession, not in excess of $_____ a share, to any Underwriter or to certain other dealers.

  • Sale and Purchase of Stock 10 2.1. Sale and Purchase of Stock, Etc.......................................................10 2.2. Deposit...............................................................................10 2.3.

  • Purchase of Stock 2 Section 1.1

  • International Olympic Committee; International Red Cross and Red Crescent Movement As instructed from time to time by ICANN, the names (including their IDN variants, where applicable) relating to the International Olympic Committee, International Red Cross and Red Crescent Movement listed at xxxx://xxx.xxxxx.xxx/en/resources/registries/reserved shall be withheld from registration or allocated to Registry Operator at the second level within the TLD. Additional International Olympic Committee, International Red Cross and Red Crescent Movement names (including their IDN variants) may be added to the list upon ten (10) calendar days notice from ICANN to Registry Operator. Such names may not be activated in the DNS, and may not be released for registration to any person or entity other than Registry Operator. Upon conclusion of Registry Operator’s designation as operator of the registry for the TLD, all such names withheld from registration or allocated to Registry Operator shall be transferred as specified by ICANN. Registry Operator may self-­‐allocate and renew such names without use of an ICANN accredited registrar, which will not be considered Transactions for purposes of Section 6.1 of the Agreement.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Additional Conditions to Issuance of Stock If at any time the Company will determine, in its discretion, that the listing, registration or qualification of the Shares upon any securities exchange or under any state or federal law, or the consent or approval of any governmental regulatory authority is necessary or desirable as a condition to the issuance of Shares to Participant (or his or her estate), such issuance will not occur unless and until such listing, registration, qualification, consent or approval will have been effected or obtained free of any conditions not acceptable to the Company. The Company will make all reasonable efforts to meet the requirements of any such state or federal law or securities exchange and to obtain any such consent or approval of any such governmental authority. Assuming such compliance, for income tax purposes the Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.

  • Restrictions on Sale of Shares Optionee represents and agrees that, upon Optionee's exercise of the Option in whole or part, unless there is in effect at that time under the Securities Act of 1933 a registration statement relating to the shares issued to him, he will acquire the shares issuable upon exercise of this Option for the purpose of investment and not with a view to their resale or further distribution, and that upon each exercise thereof Optionee will furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. Optionee agrees that any certificates issued upon exercise of this Option may bear a legend indicating that their transferability is restricted in accordance with applicable state or federal securities law. Any person or persons entitled to exercise this Option under the provisions of Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under circumstances in which Optionee would be required to furnish such a written statement, also furnish to the Company a written statement to the same effect, satisfactory to the Company in form and substance.

  • Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

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