Examples of ILG Common Stock in a sentence
The number of shares of ILG Common Stock covered by each Assumed Time-Based Stock Award for each Vistana Employee will be equal to the product (rounded up to the nearest whole share) of (1) the number of shares of Starwood Common Stock covered by such Starwood Time-Based Stock Award immediately prior to the Effective Time and (2) the Adjustment Ratio.
All shares of ILG Common Stock issued in respect of shares of Vistana Common Stock (including any cash paid in lieu of fractional shares pursuant to Section 3.03) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Vistana Common Stock.
The only vote of holders of ILG capital stock required under any of the DGCL, NASDAQ or ILG’s Organizational Documents for the transactions contemplated by this Agreement, including the ILG Share Issuance, is, the affirmative vote of a majority of the total votes cast on such proposal by holders of ILG Common Stock outstanding and entitled to vote thereon (the “ILG Shareholder Approval”).
As promptly as practicable following the date hereof, ILG shall make application to NASDAQ for the listing of the shares of ILG Common Stock to be issued pursuant to the transactions contemplated by this Agreement and use all reasonable best efforts to cause such shares to be approved for listing on NASDAQ, subject to official notice of issuance.
All of the issued and outstanding shares of ILG Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have not been issued in violation of any preemptive or similar rights.
Immediately thereafter, the Agent shall distribute the shares of ILG Common Stock into which the shares of Vistana Common Stock that were distributed in the Distribution have been converted pursuant to the Merger, which shares shall be distributed on the same basis as the shares of Vistana Common Stock were distributed in the Distribution and to the Persons who received Vistana Common Stock in the Distribution.
At the Effective Time, all issued and outstanding shares of Vistana Common Stock shall be converted into the right to receive shares of ILG Common Stock pursuant to, and in accordance with, the terms of this Agreement.
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.
Without limiting the generality of the foregoing, as soon as practicable after the Effective Time, to the extent necessary, ILG shall prepare and file with the SEC a registration statement registering the number of shares of ILG Common Stock necessary to fulfill ILG’s obligations under this Section 2.11.
As soon as practicable after the Effective Time, the Agent, as agent for the holders of Vistana Common Stock that would otherwise receive fractional shares of ILG Common Stock, shall sell the Excess Shares at then prevailing prices on the NASDAQ in the manner provided in the following paragraph.