RESERVATION OF SHARES; CLOSING OF TRANSFER BOOKS Sample Clauses

RESERVATION OF SHARES; CLOSING OF TRANSFER BOOKS. The Corporation shall reserve and shall at all times have reserved out of its authorized but unissued Corporation Shares, solely for the purpose of effecting the exchange of Operating Units pursuant to this Agreement, enough Corporation Shares to permit the exchange of the then outstanding Operating Units. All Corporation Shares which may be issued upon exchange of Operating Units shall be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof other than income taxes resulting from such exchange. SCHEDULE B EXHIBIT A TO UNITS EXCHANGE RIGHTS AGREEMENT LETTER OF TRANSMITTAL To Tender Operating Units Pursuant to the Units Exchange Rights Agreement Dated as of February 14, 1997, as amended TO: Starwood Hotels & Resorts Worldwide, Inc. 1000 Xxxxxxxxxxx Xxxxxx Xxxxx Xxxxxx, Xxx Xxxx 00000 Description of Operating Units Name(s) and Address(es) Units Tendered (Attach of Registered Owners additional list if necessary) NOTE: SIGNATURES MUST BE PROVIDED BELOW PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: The undersigned hereby tenders to Starwood Hotels & Resorts Worldwide, Inc. (the “Corporation”) the above-described Operating Units (as defined in the Units Exchange Rights Agreement dated as of February 14, 1997, as amended (the “Units Exchange Rights Agreement”)) in accordance with the terms and conditions of the Units Exchange Rights Agreement and this Letter of Transmittal (which together constitute the “Offer”), receipt of which is hereby acknowledged. All terms used herein but not defined herein are used as defined in the Units Exchange Rights Agreement. Subject to, and effective upon the issuance of Corporation Shares and/or the payment of cash, as the case may be, for the Operating Units tendered hereby, the undersigned hereby assigns and transfers to the Corporation all right, title and interest in and to all the Operating Units that are being tendered hereby and irrevocably constitutes and appoints the Corporation (the “Agent”), with full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) transfer such Operating Units on the books of the Operating Partnership and (ii) receive all rights, privileges and benefits, and any and all obligations and liabilities appertaining thereto and otherwise exercise all rights of beneficial ownership of such Operating Units, all in accordance with the terms of...
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RESERVATION OF SHARES; CLOSING OF TRANSFER BOOKS. 11.1 The Company shall reserve and shall at all times have reserved out of its authorized by but unissued Common Stock, solely for the purpose of effecting the exchange of L.P. Units pursuant to this Agreement, enough shares of Common Stock to permit the exchange of the then outstanding L.P. Units. All Common Stock which may be issued upon exchange of L.P. Units shall be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof other than income taxes resulting from such exchange.
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RESERVATION OF SHARES; CLOSING OF TRANSFER BOOKS. (a) The Corporation shall reserve and shall at all times have reserved out of its authorized but unissued Corporation Shares, solely for the purpose of effecting the exchange pursuant to this Agreement, enough Corporation Shares to permit the exchange of the then outstanding Class B OP Units for Paired Shares pursuant to this Agreement and shall use its best efforts to cause the Trust to reserve and shall at all times have, solely for the purpose of effecting such exchange, enough Trust Shares to permit such exchange. In addition, until the Cross-Over Date, the Corporation shall use its best efforts to cause the Trust to reserve and at all times have reserved out of its authorized but unissued shares of Class B EPS, solely for the purpose of effecting the exchange pursuant to this Agreement, enough shares of Class B EPS to permit the exchange of the then outstanding Class B OP Units for shares of Class B EPS pursuant to this Agreement.
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RESERVATION OF SHARES; CLOSING OF TRANSFER BOOKS. (a) The Trust shall reserve and shall at all times have reserved out of its authorized but unissued Trust Shares, solely for the purpose of effecting the exchange of Realty Units pursuant to this Agreement and the Class A Units pursuant to the Class A Exchange Rights Agreement, enough Trust Shares to permit the exchange of the then outstanding Realty Units and, in the case of the Class A Exchange Rights Agreement, Class A Units. The Corporation shall reserve and shall at all times have reserved out of its authorized but unissued Corporation Shares, solely for the purpose of effecting the exchange of Operating Units pursuant to this Agreement, enough Corporation Shares to permit the exchange of the then outstanding Operating Units. All Paired Shares which may be issued upon exchange of Starwood Units shall be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof other than income taxes resulting from such exchange.
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RESERVATION OF SHARES; CLOSING OF TRANSFER BOOKS. (a) The Trust shall reserve and shall at all times have reserved out of its authorized but unissued Trust Shares, solely for the purpose of effecting the exchange pursuant to this Agreement, enough Trust Shares to permit the exchange of the then outstanding Class A RP Units for Paired Shares pursuant to this Agreement and shall use its best efforts to cause the Corporation to reserve and shall at all times have, solely for the purpose of effecting such exchange, enough Corporation Shares to permit such exchange. In addition, until the Cross-Over Date, the Trust shall reserve and shall at all times have reserved out of its authorized but unissued shares of Class B EPS, solely for the purpose of effecting the exchange pursuant to this Agreement, enough shares of Class B EPS to permit the exchange of the then outstanding Class A RP Units for shares of Class B EPS pursuant to this Agreement.
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RESERVATION OF SHARES; CLOSING OF TRANSFER BOOKS. (a) The Trust shall reserve and shall at all times have reserved out of its authorized but unissued Trust Shares, solely for the purpose of effecting the exchange of Realty Units pursuant to this Agreement, enough Trust Shares to permit the exchange of the then outstanding Realty Units. The Corporation shall reserve and shall at all times have reserved out of its authorized but unissued Corporation Shares, solely for the purpose of effecting the exchange of Operating Units pursuant to this Agreement, enough Corporation Shares to permit the exchange of the then outstanding Operating Units. All Paired Shares which may be issued upon exchange of Starwood Units shall be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof other than income taxes resulting from such exchange.
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RESERVATION OF SHARES; CLOSING OF TRANSFER BOOKS. (a) The Trust shall reserve and shall at all times have reserved out of its authorized but unissued Trust Shares, solely for the purpose of effecting the exchange of Units pursuant to this Agreement, enough Trust Shares to permit the exchange of the then outstanding Units. All Trust Shares which may be issued upon exchange of Units shall be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof other than income taxes resulting from such exchange.
Sample 1
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RESERVATION OF SHARES; CLOSING OF TRANSFER BOOKS. (a) The Corporation shall reserve and shall at all times have reserved out of its authorized but unissued Corporation Shares, solely for the purpose of effecting the exchange pursuant to this Agreement, enough Corporation Shares to permit the exchange of the then outstanding Class A Units and shall use its best efforts to cause the Trust to reserve and shall at all times have, solely for the purpose of effecting the exchange pursuant to this Agreement, enough Trust Shares to permit the exchange of the then outstanding Class A Units. All Paired Shares which may be issued upon exchange of Class A Units shall be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issuance thereof other than income taxes resulting from such exchange.
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Related to RESERVATION OF SHARES; CLOSING OF TRANSFER BOOKS

  • Closing of Transfer Books At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made.

  • TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS In the case of all dividends or other distributions by the Company to the holders of its Common Stock with respect to which any provision of Section 4 refers to the taking of a record of such holders, the Company will in each such case take such a record and will take such record as of the close of business on a Business Day. The Company will not at any time, except upon dissolution, liquidation or winding up of the Company, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant.

  • Surrender of Shares; Stock Transfer Books (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably satisfactory to XETA to act as agent (the “Exchange Agent”) for the holders of Common Shares in connection with the Merger to receive the Merger Consideration to which holders of Common Shares shall become entitled pursuant to Section 1.6. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article I, the cash necessary to pay to the holders of the Common Shares converted into the right to receive Merger Consideration (the “Exchange Fund”). The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such cash to be paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Fund shall be invested by the Exchange Agent as directed by the Surviving Corporation; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, further, that no loss on any investment made pursuant to this Section 1.8 shall affect the Merger Consideration payable to the holders of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders of XETA in the amount of any such losses.

  • Closing of Stock Transfer Books (a) The stock transfer books of Seller shall be closed at the end of business on the business day immediately preceding the Closing Date. In the event of a transfer of ownership of Seller Common Stock that is not registered in the transfer records prior to the closing of such record books, the Merger Consideration issuable or payable with respect to such stock may be delivered to the transferee, if the Certificate or Certificates representing such stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and all applicable stock transfer taxes are paid.

  • Share Transfer Books At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates presented to the Exchange Agent or the Surviving Entity for any reason shall be cancelled and exchanged for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.

  • RESERVATION OF SHARES, ETC Prior to the issuance of any Warrants there shall have been reserved, and the Company shall at all times through the expiration date keep reserved, out of its authorized and unissued Common Stock, a number of Shares sufficient to provide for the exercise of the rights of purchase represented by the Warrants, and the Transfer Agent for the Shares and every subsequent Transfer Agent for the Shares issuable upon the exercise of any of the rights of purchase aforesaid are hereby irrevocably authorized and directed at all times to reserve such number of authorized and unissued Shares as shall be requisite for such purpose. The Company will keep a copy of this Agreement on file with the Transfer Agent for the Shares and with every subsequent Transfer Agent for the Shares issuable upon the exercise of the rights of purchase represented by the Warrants. The Warrant Agent is hereby irrevocably authorized to requisition from time to time from such Transfer Agent certificates required to honor outstanding Warrants that have been exercised. The Company will supply such Transfer Agent with duly executed certificates for such purpose and will itself provide or otherwise make available any cash which may be issuable as provided in Section 9 of this Agreement. All Warrants surrendered in the exercise of the rights thereby evidenced or surrendered for transfer, exchange or partial exercise shall be cancelled by the Warrant Agent and shall thereafter be delivered to the Company.

  • Transfer of Shares After the Effective Time No transfers of Shares shall be made on the stock transfer books of the Surviving Corporation at or after the Effective Time.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Transfer Books Following the Distribution Date, the Rights Agent will keep or cause to be kept, at its office designated for such purposes, books for registration and transfer of the Rights Certificates issued hereunder. Such books will show the names and addresses of the respective holders of the Rights Certificates, the number of Rights evidenced on its face by each of the Rights Certificates, the certificate number of each of the Rights Certificates and the date of each of the Rights Certificates. The Rights Agent will not register, or permit to be registered, any transfer or exchange of any Rights Certificates (or the underlying Rights) that have become null and void pursuant to Section 7(e), have been redeemed pursuant to Section 23 or have been exchanged pursuant to Section 24.

  • Closing of the Company’s Transfer Books At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

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