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 with telephonic notice, along with a confirmation of such notice to such representatives by telefacsimile, that Starwood Lodging is irrevocably offering to purchase or place all of the Proposed Disposition Shares at a price per share equal to the average of the closing prices on the New York Stock Exchange on the first and second Business Days following the giving of the Sale Notice. Such notice shall be given as provided in Section 3.5 hereof. It shall be a condition to such notice and the consummation of such transaction that such transaction not constitute a violation of Regulation M promulgated by the SEC. If Starwood Lodging fails to make such an offer within such period, it shall have no further rights under this Section 3 with respect to any Orderly Market Disposition by such Restricted Holder or Restricted Group of Stock Agreements Shares up to the amount of the Proposed Disposition Shares that is commenced not later than the seventh Business Day after the Sale Notice is given. 3.3 If Starwood Lodging duly makes such an offer, such Restricted Holder or 8 Restricted Group shall elect by telephonic notice to Starwood Lodging's representative delivered and confirmed as described above, given by 8:30 a.m. (Eastern Time) on the Business Day following receipt of Starwood Lodging's offer (such day is referred to herein as the "Response Date"), in their sole and absolute discretion, to either (i) proceed with such proposed disposition, in which instance Starwood Lodging shall purchase or place the Proposed Disposition Shares at 9:00 a.m. (Eastern Time), on the Response Date, with payment to be delivered (against delivery to Starwood Lodging of the Proposed Disposition Shares free of all rights of other Persons) on the third Business Day after the Response Date in cash or immediately available funds to such account as such Restricted Holder may designate by notice to Starwood Lodging, or (ii) not to proceed with such proposed disposition, in which instance the Sale Notice shall be withdrawn and such Restricted Holder shall continue to hold the Proposed Disposition Shares subject to the terms of this Section 3 (to the extent applicable). If such Restricted Holder shall fail to so elect by 8:30 a.m. (Eastern Time) on the Response Date, it shall irrevocably be deemed to have elected not to proceed with such proposed disposition. 3.4 On the first anniversary of the Settlement Date, the provisions of this Section 3 shall automatically lapse and be of no further force or effect with respect to each Restricted Holder that holds less than 500,000 Stock Agreements Shares (except (i) to the extent that such Restricted Holder acts on or after such date as a member of a Restricted Group that holds in the aggregate 500,000 or more Stock Agreements Shares, and (ii) to the extent such Restricted Holder, either alone or as a member of a Restricted Group, has given or was required to have given Starwood Lodging a Sale Notice prior to such date and as to which the procedures in this Section 3 have not been fully performed). 3.5 Any notice given by Starwood Lodging pursuant to Section 3.2 hereof to Stock Purchaser shall be given telephonically to Mansor Dalaan at (310) 000-0000 xxx by telefacsimile to (310) 000-0000, xx to such other telephone and telefacsimile numbers as may be set forth for such purpose in the Sale Notice. Any notice given by Starwood Lodging pursuant to Section 3.2 hereof to any other Restricted Holder or Restricted Group shall be given to the telephone and telefacsimile numbers as may be set forth for such purpose in the Sale Notice, and no Sale Notice from a Restricted Holder other than Stock Purchaser or from any Restricted Group shall be deemed properly given in accordance with Section 3.1 unless such numbers are set forth in such Sale Notice. 3.6 Time is of the essence in the performance by the parties of their obligations under this Section 3.
Appears in 1 contract
Samples: Stock Agreement (Starwood Hotel & Resorts Worldwide Inc)
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 LodgingStarwood'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 LodgingStarwood'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 with telephonic notice, along with a confirmation of such notice to such representatives by telefacsimile, that Starwood Lodging is irrevocably offering to purchase or place all of the Proposed Disposition Shares at a price per share equal to the average of the closing prices on the New York Stock Exchange on the first and second Business Days following the giving of the Sale Notice. Such notice shall be given as provided in Section 3.5 hereof. It shall be a condition to such notice and the consummation of such transaction that such transaction not constitute a violation of Regulation M promulgated by the SEC. If Starwood Lodging fails to make such an offer within such period, it shall have no further rights under this Section 3 with respect to any Orderly Market Disposition by such Restricted Holder or Restricted Group of Stock Agreements Shares up to the amount of the Proposed Disposition Shares that is commenced not later than the seventh Business Day after the Sale Notice is given.
3.3 If Starwood Lodging duly makes such an offer, such Restricted Holder or 8 Restricted Group shall elect by telephonic notice to Starwood LodgingStarwood's representative delivered and confirmed as described above, given by 8:30 a.m. (Eastern Time) on the Business Day following receipt of Starwood Lodging's offer (such day is referred to herein as the "Response Date"), in their sole and absolute discretion, to either (i) proceed with such proposed disposition, in which instance Starwood Lodging shall purchase or place the Proposed Disposition Shares at 9:00 a.m. (Eastern Time), on the Response Date, with payment to be delivered (against delivery to Starwood Lodging of the Proposed Disposition Shares free of all rights of other Persons) on the third Business Day after the Response Date in cash or immediately available funds to such account as such Restricted Holder may designate by notice to Starwood Lodging, or (ii) not to proceed with such proposed disposition, in which instance the Sale Notice shall be withdrawn and such Restricted Holder shall continue to hold the Proposed Disposition Shares subject to the terms of this Section 3 (to the extent applicable). If such Restricted Holder shall fail to so elect by 8:30 a.m. (Eastern Time) on the Response Date, it shall irrevocably be deemed to have elected not to proceed with such proposed disposition.
3.4 On the first anniversary of the Settlement Date, the provisions of this Section 3 shall automatically lapse and be of no further force or effect with respect to each Restricted Holder that holds less than 500,000 Stock Agreements Shares (except (i) to the extent that such Restricted Holder acts on or after such date as a member of a Restricted Group that holds in the aggregate 500,000 or more Stock Agreements Shares, and (ii) to the extent such Restricted Holder, either alone or as a member of a Restricted Group, has given or was required to have given Starwood Lodging a Sale Notice prior to such date and as to which the procedures in this Section 3 have not been fully performed).
3.5 Any notice given by Starwood Lodging pursuant to Section 3.2 hereof to Stock Purchaser shall be given telephonically to Mansor Dalaan at (310) 000-0000 xxx by telefacsimile to (310) 000-0000, xx to such other telephone and telefacsimile numbers as may be set forth for such purpose in the Sale Notice. Any notice given by Starwood Lodging pursuant to Section 3.2 hereof to any other Restricted Holder or Restricted Group shall be given to the telephone and telefacsimile numbers as may be set forth for such purpose in the Sale Notice, and no Sale Notice from a Restricted Holder other than Stock Purchaser or from any Restricted Group shall be deemed properly given in accordance with Section 3.1 unless such numbers are set forth in such Sale Notice.
3.6 Time is of the essence in the performance by the parties of their obligations under this Section 3.following
Appears in 1 contract
Samples: Stock Agreement (Starwood Hotel & Resorts Worldwide Inc)
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 with telephonic notice, along with a confirmation of such notice to such representatives by telefacsimile, that Starwood Lodging is irrevocably offering to purchase or place all of the Proposed Disposition Shares at a price per share equal to the average of the closing prices on the New York Stock Exchange on the first and second Business Days following the giving of the Sale Notice. Such notice shall be given as provided in Section 3.5 hereof. It shall be a condition to such notice and the consummation of such transaction that such transaction not constitute a violation of Regulation M promulgated by the SEC. If Starwood Lodging fails to make such an offer within such period, it shall have no further rights under this Section 3 with respect to any Orderly Market Disposition by such Restricted Holder or Restricted Group of Stock Agreements Shares up to the amount of the Proposed Disposition Shares that is commenced not later than the seventh Business Day after the Sale Notice is given.
3.3 If Starwood Lodging duly makes such an offer, such Restricted Holder or 8 Restricted Group shall elect by telephonic notice to Starwood Lodging's representative delivered and confirmed as described above, given by 8:30 a.m. (Eastern Time) on the Business Day following receipt of Starwood Lodging's offer (such day is referred to herein as the "Response Date"), in their sole and absolute discretion, to either (i) proceed with such proposed disposition, in which instance Starwood Lodging shall purchase or place the Proposed Disposition Shares at 9:00 a.m. (Eastern Time), on the Response Date, with payment to be delivered (against delivery to Starwood Lodging of the Proposed Disposition Shares free of all rights of other Persons) on the third Business Day after the Response Date in cash or immediately available funds to such account as such Restricted Holder may designate by notice to Starwood Lodging, or (ii) not to proceed with such proposed disposition, in which instance the Sale Notice shall be withdrawn and such Restricted Holder shall continue to hold the Proposed Disposition Shares subject to the terms of this Section 3 (to the extent applicable). If such Restricted Holder shall fail to so elect by 8:30 a.m. (Eastern Time) on the Response Date, it shall irrevocably be deemed to have elected not to proceed with such proposed disposition.
3.4 On the first anniversary of the Settlement Date, the provisions of this Section 3 shall automatically lapse and be of no further force or effect with respect to each Restricted Holder that holds less than 500,000 Stock Agreements Shares (except (i) to the extent that such Restricted Holder acts on or after such date as a member of a Restricted Group that holds in the aggregate 500,000 or more Stock Agreements Shares, and (ii) to the extent such Restricted Holder, either alone or as a member of a Restricted Group, has given or was required to have given Starwood Lodging a Sale Notice prior to such date and as to which the procedures in this Section 3 have not been fully performed).
3.5 Any notice given by Starwood Lodging pursuant to Section 3.2 hereof to Stock Purchaser shall be given telephonically to Mansor Dalaan at Tarex Xxxxxx xx (310) 000229-0000 xxx 2929 and by telefacsimile to (310) 000-0000, xx to such other telephone and telefacsimile numbers as may be set forth for such purpose in the Sale Notice. Any notice given by Starwood Lodging pursuant to Section 3.2 hereof to any other Restricted Holder or Restricted Group shall be given to the telephone and telefacsimile numbers as may be set forth for such purpose in the Sale Notice, and no Sale Notice from a Restricted Holder other than Stock Purchaser or from any Restricted Group shall be deemed properly given in accordance with Section 3.1 unless such numbers are set forth in such Sale Notice.
3.6 Time is of the essence in the performance by the parties of their obligations under this Section 3.. SECTION 4
Appears in 1 contract
Samples: Stock Agreement (Aspen Enterprises International Holdings LTD)
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 LodgingStarwood'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 LodgingStarwood'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 with telephonic notice, along with a confirmation of such notice to such representatives by telefacsimile, that Starwood Lodging is irrevocably offering to purchase or place all of the Proposed Disposition Shares at a price per share equal to the average of the closing prices on the New York Stock Exchange on the first and second Business Days following the giving of the Sale Notice. Such notice shall be given as provided in Section 3.5 hereof. It shall be a condition to such notice and the consummation of such transaction that such transaction not constitute a violation of Regulation M promulgated by the SEC. If Starwood Lodging fails to make such an offer within such period, it shall have no further rights under this Section 3 with respect to any Orderly Market Disposition by such Restricted Holder or Restricted Group of Stock Agreements Shares up to the amount of the Proposed Disposition Shares that is commenced not later than the seventh Business Day after the Sale Notice is given.
3.3 If Starwood Lodging duly makes such an offer, such Restricted Holder or 8 Restricted Group shall elect by telephonic notice to Starwood Lodging's representative delivered and confirmed as described above, given by 8:30 a.m. (Eastern Time) on the Business Day following receipt of Starwood Lodging's offer (such day is referred to herein as the "Response Date"), in their sole and absolute discretion, to either (i) proceed with such proposed disposition, in which instance Starwood Lodging shall purchase or place the Proposed Disposition Shares at 9:00 a.m. (Eastern Time), on the Response Date, with payment to be delivered (against delivery to Starwood Lodging of the Proposed Disposition Shares free of all rights of other Persons) on the third Business Day after the Response Date in cash or immediately available funds to such account as such Restricted Holder may designate by notice to Starwood Lodging, or (ii) not to proceed with such proposed disposition, in which instance the Sale Notice shall be withdrawn and such Restricted Holder shall continue to hold the Proposed Disposition Shares subject to the terms of this Section 3 (to the extent applicable). If such Restricted Holder shall fail to so elect by 8:30 a.m. (Eastern Time) on the Response Date, it shall irrevocably be deemed to have elected not to proceed with such proposed disposition.
3.4 On the first anniversary of the Settlement Date, the provisions of this Section 3 shall automatically lapse and be of no further force or effect with respect to each Restricted Holder that holds less than 500,000 Stock Agreements Shares (except (i) to the extent that such Restricted Holder acts on or after such date as a member of a Restricted Group that holds in the aggregate 500,000 or more Stock Agreements Shares, and (ii) to the extent such Restricted Holder, either alone or as a member of a Restricted Group, has given or was required to have given Starwood Lodging a Sale Notice prior to such date and as to which the procedures in this Section 3 have not been fully performed).
3.5 Any notice given by Starwood Lodging pursuant to Section 3.2 hereof to Stock Purchaser shall be given telephonically to Mansor Dalaan at (310) 000-0000 xxx by telefacsimile to (310) 000-0000, xx to such other telephone and telefacsimile numbers as may be set forth for such purpose in the Sale Notice. Any notice given by Starwood Lodging pursuant to Section 3.2 hereof to any other Restricted Holder or Restricted Group shall be given to the telephone and telefacsimile numbers as may be set forth for such purpose in the Sale Notice, and no Sale Notice from a Restricted Holder other than Stock Purchaser or from any Restricted Group shall be deemed properly given in accordance with Section 3.1 unless such numbers are set forth in such Sale Notice.
3.6 Time is of the essence in the performance by the parties of their obligations under this Section 3.,
Appears in 1 contract
Samples: Stock Agreement (Aspen Enterprises International Holdings LTD)
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 with telephonic notice, along with a confirmation of such notice to such representatives by telefacsimile, that Starwood Lodging is irrevocably offering to purchase or place all of the Proposed Disposition Shares at a price per share equal to the average of the closing prices on the New York Stock Exchange on the first and second 8 Business Days following the giving of the Sale Notice. Such notice shall be given as provided in Section 3.5 hereof. It shall be a condition to such notice and the consummation of such transaction that such transaction not constitute a violation of Regulation M promulgated by the SEC. If Starwood Lodging fails to make such an offer within such period, it shall have no further rights under this Section 3 with respect to any Orderly Market Disposition by such Restricted Holder or Restricted Group of Stock Agreements Shares up to the amount of the Proposed Disposition Shares that is commenced not later than the seventh Business Day after the Sale Notice is given.
3.3 If Starwood Lodging duly makes such an offer, such Restricted Holder or 8 Restricted Group shall elect by telephonic notice to Starwood Lodging's representative delivered and confirmed as described above, given by 8:30 a.m. (Eastern Time) on the Business Day following receipt of Starwood Lodging's offer (such day is referred to herein as the "Response Date"), in their sole and absolute discretion, to either (i) proceed with such proposed disposition, in which instance Starwood Lodging shall purchase or place the Proposed Disposition Shares at 9:00 a.m. (Eastern Time), on the Response Date, with payment to be delivered (against delivery to Starwood Lodging of the Proposed Disposition Shares free of all rights of other Persons) on the third Business Day after the Response Date in cash or immediately available funds to such account as such Restricted Holder may designate by notice to Starwood Lodging, or (ii) not to proceed with such proposed disposition, in which instance the Sale Notice shall be withdrawn and such Restricted Holder shall continue to hold the Proposed Disposition Shares subject to the terms of this Section 3 (to the extent applicable). If such Restricted Holder shall fail to so elect by 8:30 a.m. (Eastern Time) on the Response Date, it shall irrevocably be deemed to have elected not to proceed with such proposed disposition.
3.4 On the first anniversary of the Settlement Date, the provisions of this Section 3 shall automatically lapse and be of no further force or effect with respect to each Restricted Holder that holds less than 500,000 Stock Agreements Shares (except (i) to the extent that such Restricted Holder acts on or after such date as a member of a Restricted Group that holds in the aggregate 500,000 or more Stock Agreements Shares, and (ii) to the extent such Restricted Holder, either alone or as a member of a Restricted Group, has given or was required to have given Starwood Lodging a Sale Notice prior to such date and as to which the procedures in this Section 3 have not been fully performed).
3.5 Any notice given by Starwood Lodging pursuant to Section 3.2 hereof to Stock Purchaser shall be given telephonically to Mansor Dalaan at Tarex Xxxxxx xx (310) 000-0000 xxx by telefacsimile to at (310) 000-0000, xx to such other telephone and telefacsimile numbers as may be set forth for such purpose in the Sale Notice. Any notice given by Starwood Lodging pursuant to Section 3.2 hereof to any other Restricted Holder or Restricted Group shall be given to the telephone and telefacsimile numbers as may be set forth for such purpose in the Sale Notice, and no Sale Notice from a Restricted Holder other than Stock Purchaser or from any Restricted Group shall be deemed properly given in accordance with Section 3.1 unless such numbers are set forth in such Sale Notice.
3.6 Time is of the essence in the performance by the parties of their obligations under this Section 3.
Appears in 1 contract
Samples: Stock Agreement (Starwood Hotel & Resorts Worldwide Inc)
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 with telephonic notice, along with a confirmation of such notice to such representatives by telefacsimile, that Starwood Lodging is irrevocably offering to purchase or place all of the Proposed Disposition Shares at a price per share equal to the average of the closing prices on the New York Stock Exchange on the first and second Business Days following the giving of the Sale Notice. Such notice shall be given as provided in Section 3.5 hereof. It shall be a condition to such notice and the consummation of such transaction that such transaction not constitute a violation of Regulation M promulgated by the SEC. If Starwood Lodging fails to make such an offer within such period, it shall have no further rights under this Section 3 with respect to any Orderly Market Disposition by such Restricted Holder or Restricted Group of Stock Agreements Shares up to the amount of the Proposed Disposition Shares that is commenced not later than the seventh Business Day after the Sale Notice is given.
3.3 If Starwood Lodging duly makes such an offer, such Restricted Holder or 8 Restricted Group shall elect by telephonic notice to Starwood Lodging's representative delivered and confirmed as described above, given by 8:30 a.m. (Eastern Time) on the Business Day following receipt of Starwood Lodging's offer (such day is referred to herein as the "Response Date"), in their sole and absolute discretion, to either (i) proceed with such proposed disposition, in which instance Starwood Lodging shall purchase or place the Proposed Disposition Shares at 9:00 a.m. (Eastern Time), on the Response Date, with payment to be delivered (against delivery to Starwood Lodging of the Proposed Disposition Shares free of all rights of other Persons) on the third Business Day after the Response Date in cash or immediately available funds to such account as such Restricted Holder may designate by notice to Starwood Lodging, or (ii) not to proceed with such proposed disposition, in which instance the Sale Notice shall be withdrawn and such Restricted Holder shall continue to hold the Proposed Disposition Shares subject to the terms of this Section 3 (to the extent applicable). If such Restricted Holder shall fail to so elect by 8:30 a.m. (Eastern Time) on the Response Date, it shall irrevocably be deemed to have elected not to proceed with such proposed disposition.
3.4 On the first anniversary of the Settlement Date, the provisions of this Section 3 shall automatically lapse and be of no further force or effect with respect to each Restricted Holder that holds less than 500,000 Stock Agreements Shares (except (i) to the extent that such Restricted Holder acts on or after such date as a member of a Restricted Group that holds in the aggregate 500,000 or more Stock Agreements Shares, and (ii) to the extent such Restricted Holder, either alone or as a member of a Restricted Group, has given or was required to have given Starwood Lodging a Sale Notice prior to such date and as to which the procedures in this Section 3 have not been fully performed).
3.5 Any notice given by Starwood Lodging pursuant to Section 3.2 hereof to Stock Purchaser shall be given telephonically to Mansor Dalaan at (310) 000-0000 xxx by telefacsimile to (310) 000-0000, xx to such other telephone and telefacsimile numbers as may be set forth for such purpose in the Sale Notice. Any notice given by Starwood Lodging pursuant to Section 3.2 hereof to any other Restricted Holder or Restricted Group shall be given to the telephone and telefacsimile numbers as may be set forth for such purpose in the Sale Notice, and no Sale Notice from a Restricted Holder other than Stock Purchaser or from any Restricted Group shall be deemed properly given in accordance with Section 3.1 unless such numbers are set forth in such Sale Notice.
3.6 Time is of the essence in the performance by the parties of their obligations under this Section 3.the
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Samples: Stock Agreement (Aspen Enterprises International Holdings LTD)
