Examples of Worldwide Shares in a sentence
Moreover, Worldwide Shares and Exchangeable Preferred Shares held by the Members and otherwise sold, redeemed or disposed of prior or subsequent to January 2, 1998 were considered in making this representation.
There is no plan by the Members to sell, exchange or otherwise dispose of a number of Exchangeable Preferred Shares received pursuant to the Westin Merger that would reduce the Members' ownership of Exchangeable Preferred Shares to a number of shares having a value as of January 2, 1998 of less than 50 percent of the value of all of the formerly outstanding Worldwide Shares as of January 2, 1998.
The ratio for the exchange of shares of Westin Worldwide (the "Worldwide Shares") for Exchangeable Preferred Shares and cash in the Westin Merger was negotiated through arm's-length bargaining.
For purposes of this representation, Worldwide Shares exchanged for cash or exchanged for cash in lieu of fractional Exchangeable Preferred Shares were treated as outstanding Worldwide Shares as of January 2, 1998.
Notwithstanding anything to the contrary in this Agreement, neither the Exchange Agent, the Company, Worldwide, nor any other party hereto shall be liable to any holder of Worldwide Shares for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar laws.
Subject to the conditions of this Agreement, certificates representing the Exchange Shares (the “Exchange Certificates”) shall be issued to the Worldwide Shareholders upon the surrender by Worldwide Shareholders of the certificates representing all of the outstanding Worldwide Shares (the “Worldwide Certificates”) as provided for herein or otherwise agreed by the parties hereto.
Twenty million (20,000,000) shares of the Company’s common stock, which shares shall be issued to the Worldwide Shareholders in exchange for all of the Worldwide Shares.
Pursuant to the Transaction, each Worldwide Shareholder shall be entitled to receive, from and after the Closing, in respect that number of the Worldwide Shares issued and outstanding immediately prior to the Closing Date owned by such Worldwide Shareholder (and upon surrender of the certificate(s) evidencing and representing those Worldwide Shares, duly endorsed and in all respects in proper form for transfer), that same number of the Exchange Shares.
The exchange of the Worldwide Shares for the Exchange Shares and the related transactions contemplated by the provisions of this Agreement.
Notwithstanding any other provision of this Agreement, no fractional shares of Class A EPS or Class B EPS will be issued and any holder of Worldwide Shares entitled to receive a fractional share of Class A EPS or Class B EPS but for this Section 4.1(d) shall be entitled to receive a cash payment in lieu thereof, which payment shall equal $38.50 times such holder's fractional interest in a share of Class A EPS or Class B EPS, as applicable.