Examples of ILG Common Stock in a sentence
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.
Starwood, Vistana, ILG and Merger Sub acknowledge that payment of the cash consideration in lieu of issuing fractional shares of ILG Common Stock was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to ILG that would otherwise be caused by the issuance of fractional shares of ILG Common Stock.
Each share of ILG Common Stock that is issued and outstanding immediately prior to and at the Effective Time shall remain outstanding following the Effective Time.
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.
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.
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.
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.
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.
Without limiting the foregoing, in the event of any share split, share dividend or other change in the capital structure of ILG affecting ILG Common Stock, the number of shares of ILG Common Stock constituting Shareholder Shares shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional shares of ILG Common Stock or other voting securities of ILG issued to Shareholder in connection therewith.
The Agent shall not be entitled to vote or exercise any rights of ownership with respect to ILG Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of Persons entitled thereto.