STWD definition
Examples of STWD in a sentence
SWAY shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting SWAY Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated by or against any member of the SWAY Group, whether or not the privileged information is in the possession of or under the control of STWD or SWAY.
Each of the conditions set forth in Section 5.1 is for the benefit of STWD, and the board of directors of STWD may, in its sole and absolute discretion, determine whether to waive any condition, in whole or in part.
Neither the Distribution Agent nor the selected broker-dealers will be Affiliates of STWD or SWAY.
Each Intercompany Account outstanding immediately prior to the Distribution Date (other than those set forth on Section 2.4 of the Disclosure Schedule, if any), will be satisfied and/or settled in full in cash or otherwise cancelled and terminated or extinguished by the relevant members of the STWD Group and the SWAY Group prior to the Effective Time, in each case, in the manner agreed to by the Parties.
Upon written notice, this Agreement and each of the Ancillary Agreements, may be terminated at any time prior to the Effective Time by and in the sole discretion of STWD without the approval of any other Party.
STWD shall bear the cost of brokerage fees and transfer taxes incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by the Distribution Agent.
Subject to Section 2.1 and Section 2.2(b), STWD and SWAY agree to take all actions necessary so that, immediately prior to the Effective Time, (i) the SWAY Group will own, to the extent it does not already own, all of the SWAY Assets and none of the STWD Assets, and (ii) the SWAY Group will assume, to the extent it is not already liable for, all SWAY Liabilities.
Subject to Section 5.1, on or prior to the Distribution Date, STWD will authorize the Distribution Agent, for the benefit of holders of record of STWD Common Stock at the close of business on the Record Date (the “Record Holders”), to effect the book-entry transfer of all outstanding SWAY Common Shares and will instruct the Distribution Agent to effect the Distribution at the Effective Time in the manner set forth in Section 4.3.
On or prior to the date of this Agreement, STWD shall, if requested by the Distribution Agent, enter into a distribution agent agreement with the Distribution Agent.
Prior to the Distribution Date, SWAY shall issue to STWD as a stock dividend such number of SWAY Common Shares (or STWD and SWAY shall take or cause to be taken such other appropriate actions to ensure that STWD has the requisite number of SWAY Common Shares) as may be required to effect the Distribution.