Stock Purchaser definition
Examples of Stock Purchaser in a sentence
As used in this Agreement, the term "Stock Purchaser" shall include the respective permitted successors and assigns of Stock Purchaser, and the term "Starwood Lodging" shall include the permitted successors and assigns of Starwood Lodging, if any.
Stock Purchaser's right to receive the payments from Starwood Lodging described in this section are referred to herein as the "Payment Rights." Pursuant to a written instrument a copy of which is delivered to Starwood Lodging promptly following its execution by Stock Purchaser, Stock Purchaser may distribute to its partners or their shareholders or assign to any other Person all or any portion of the Payment Rights either together with or separately from the Paired Shares delivered hereunder.
Starwood Lodging shall deliver to Stock Purchaser on the Closing Date Paired Shares in an amount equal to the Equity Value divided by the Lock Price.
However, none of Stock Purchaser's rights under this Agreement shall be assignable except (i) in the case of the Payment Rights, as provided in Section 5 hereof, and (ii) in the case of all other rights of Stock Purchaser or another Restricted Holder, to a transferee of Subject Shares in a transaction not constituting an Open Market Sale if such transferee delivers a Joinder Agreement in compliance with Section 4 hereof.
Stock Purchaser has agreed to acquire from Starwood Lodging, and Starwood Lodging has agreed to issue and deliver to Stock Purchaser, Paired Shares in partial consideration for certain assets owned by Stock Purchaser.
Starwood Lodging and Stock Purchaser have caused this Agreement to be executed as of the day and year first above written.
Concurrently with the delivery of the Paired Shares, Starwood Lodging shall deliver to Stock Purchaser any statements, such as a transfer or conveyance tax forms or returns required by applicable federal or New York law to be executed by Starwood Lodging, as may reasonably be requested by Stock Purchaser in order to effect the delivery of the Subject Shares to Stock Purchaser.
Starwood Lodging and Stock Purchaser agree to execute upon the request of the other party such instruments and take such actions as may be reasonably necessary to carry out the provisions of this Agreement provided that no material additional cost or liability shall incurred thereby by the party of whom such request is made.
On the Settlement Date, Starwood Lodging shall pay to Stock Purchaser in cash or other immediately available funds an amount equal to the amount, if any, by which the Lock Price exceeds the Market Price as of the Settlement Date, multiplied by the number of Paired Shares delivered by Starwood Lodging to Stock Purchaser hereunder.
At the Closing of the purchase of the Stock, Purchaser shall pay the Seller and the Seller shall deliver tradable shares free of any encumbrances.