Examples of Starwood Common Stock in a sentence
The NYSE or the AMEX shall have approved for listing the New Starwood Common Stock (including the New Starwood Common Stock to be issued in the Merger and the Advisor Transaction) and the New Starwood Preferred Stock.
All dividends on Starwood Common Stock and Starwood Preferred Stock which have been declared prior to the date of this Agreement have been paid in full.
The Exchange Agent shall invest the aggregate Cash Merger Consideration delivered by Marriott pursuant to Section 2.2(a)(i) and any proceeds from the sale of Excess Shares pursuant to Section 2.2(e) as directed by Marriott; provided, that no losses on such investments shall affect the cash payable to former holders of shares of Starwood Common Stock or Holdco Common Stock pursuant to this Article II.
Starwood shall prepare and submit to the NYSE a listing application covering the New Starwood Common Stock (including the New Starwood Common Stock to be issued in the Merger and the Advisor Transaction) and New Starwood Preferred Stock and shall use its commercially reasonable efforts to have the NYSE approve for listing, upon official notice of issuance, the New Starwood Common Stock and New Starwood Preferred Stock.
The affirmative vote at the Starwood Stockholders Meeting of the holders of a majority of all outstanding shares of Starwood Common Stock entitled to vote thereon (the “Starwood Stockholder Approval”) is necessary to approve the Starwood Merger and the Initial Holdco Merger.
Notwithstanding the foregoing, no dividends or other distributions with respect to New Starwood Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.2(g), in each case until the surrender of such Certificate in accordance with this Article II.
Neither Starwood, the Surviving Corporation, ILG, Merger Sub, the Agent nor any other Person shall be liable to any holder of Vistana Common Stock or any holder of shares of Starwood Common Stock for shares of ILG Common Stock (or dividends or distributions with respect thereto or with respect to Vistana Common Stock) or cash properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
At the Effective Time, except as provided in Section 2.1(a), each issued and outstanding share of Advisor Common Stock shall be converted by virtue of the Advisor Merger, automatically and without any action on the part of the holder thereof, into 2,661.3 (the "EXCHANGE RATIO") fully paid and nonassessable shares of New Starwood Common Stock (the "MERGER CONSIDERATION").
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.
Notwithstanding the foregoing, the right of each Advisor shareholder to receive shares of New Starwood Common Stock under this Section 2.1 will be subject to the ownership limitations and other related provisions contained in New Starwood's charter and bylaws.