Ownership of Starwood Shares Clause Samples

Ownership of Starwood Shares. Shareholder and its Liberty Controlled Subsidiaries (as defined below) (i) have not acquired after February 1, 2015 any Starwood Common Stock as part of a plan with the Distribution and do not have as of the date hereof, and will not enter into during the period beginning on the date hereof through and including the Distribution Date, any agreement, understanding, arrangement, or substantial negotiations to acquire any Starwood Common Stock, (ii) (x) do not have as of the date hereof, and will not during the period beginning on the date hereof and ending on the Distribution Date enter into, any agreement, understanding or arrangement with, and (y) have not had, and will not during such period have, substantial negotiations with, in each case any Person that is a Starwood stockholder, to acquire any Company Common Stock that will be received by such Starwood stockholder in respect of Vistana Common Stock to be received by such stockholder pursuant to the Distribution, and (iii) are not, and will not become during the period beginning on the date hereof and ending on the Distribution Date, a member of any “coordinating group” (as defined in Section 1.355-7(h)(4) of the U.S. Treasury Regulations) for the purpose of taking any of the actions described in clause (i) or (ii) of this sentence. For purposes of this Section 2(d), a “Liberty Controlled Subsidiary” means any entity in which Shareholder owns directly or indirectly 50% or more of the equity of such entity (by value). The parties acknowledge and agree that Shareholder and Liberty USA Holdings shall not be in breach of this Section 2(d) if any shares of Starwood Common Stock that are otherwise acquired by Shareholder or a Liberty Controlled Subsidiary during the time periods specified in clause (i) of the first sentence of this Section 2(d) are sold or otherwise disposed of prior to the Distribution Date, and Shareholder and its Liberty Controlled Subsidiaries have no right to receive any Vistana Common Stock in respect of such transferred shares of Starwood Common Stock pursuant to the Distribution.