Certain Additional Rights. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Company Common Stock referred to in Section 13.4(c) or 13.4(d) (including, without limitation, dividends or distributions referred to in the last sentence of Section 13.4(c)), the Holders of the Debentures, upon the conversion thereof subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution, shall also be entitled to receive for each share of Company Common Stock into which the Debentures are converted, the portion of the shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash and assets so distributed applicable to one share of Company Common Stock; provided, however, that, at the election of the Company (whose election shall be evidenced by a resolution of the Board of Directors) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a resolution of the Board of Directors). If any conversion of Debentures described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Company Common Stock which the Holder of Debentures so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a resolution of the Board of Directors) to distribute to such Holder a due xxxx for the shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets to which such Holder is so entitled, provided, that such due xxxx (i) meets any applicable requirements of the principal national securities exchange or other market on which Company Common Stock is then traded and (ii) requires payment or delivery of such shares of Company Common Stock, rights, warrants, evidences of indebtedness, shares of capital stock, cash or assets no later than the date of payment or delivery thereof to holders of shares of Company Common Stock receiving such distribution.
Certain Additional Rights. Notwithstanding any other provision of this Article XIII to the contrary, rights, warrants, evidences of indebtedness, other securities, cash or other assets (including, without limitation, any rights distributed pursuant to any stockholder rights plan) shall be deemed not to have been distributed for purposes of this Article XIII if the Company makes proper provision so that each Holder who converts a Security (or any portion thereof) after the date fixed for determination of stockholders entitled to receive such distribution shall be entitled to receive upon such conversion, in addition to the shares of Common Stock issuable upon such conversion, the amount and kind of such distributions that such Holder would have been entitled to receive if such Holder had, immediately prior to such determination date, converted such Security into Common Stock.
Certain Additional Rights. Notwithstanding anything to the contrary herein, in the event Borrower fails to make any payment when due or fails to deliver any Conversion Shares as and when required under this Note, then (a) the Lender Conversion Price for all Lender Conversions occurring after the date of such failure to pay shall equal the lower of the Lender Conversion Price and the Market Price as of any applicable date of Conversion, and (b) the true-up provisions of Section 11 below shall apply to all Lender Conversions that occur after the date of such failure to pay, provided that all references to the “Redemption Notice” in Section 11 shall be replaced with references to a “Lender Conversion Notice” for purposes of this Section 4.4, all references to “Redemption Conversion Shares” in Section 11 shall be replaced with references to “Lender Conversion Shares” for purposes of this Section 4.4, and all references to the “Redemption Conversion Price” in Section 11 shall be replaced with references to the “Lender Conversion Price” for purposes of this Section 4.4. For the avoidance of doubt, Lender’s exercise of the rights granted to it pursuant to this Section 4.4 shall not relieve Borrower of its obligation to continue paying the Redemption Amount on all future Redemption Dates.
Certain Additional Rights. If the Premises or any part thereof are Transferred by Tenant, following the occurrence of a default which has continued beyond any applicable cure period, Landlord, in addition to any other remedies provided hereunder or at law, may at its option collect directly from any such transferee(s) all rents becoming due to the Tenant under any such Transfer and apply such rent against any amounts due Landlord by Tenant under this Lease, and Tenant hereby irrevocably authorizes and directs such transferee(s) to so make all such rent payments, if so directed by Landlord; and it is understood that no such election or collection or payment shall be construed to constitute a novation of this Lease or a release of Tenant hereunder, or to create any lease or occupancy agreement between the Landlord and such subtenant or impose any obligations on Landlord, or otherwise constitute the recognition of such sublease by Landlord for any purpose whatsoever. Tenant hereby absolutely and unconditionally assigns and transfers to Landlord all of Tenant’s interest in all rentals and income arising from any Transfer entered into by Tenant, and Landlord may collect such rent and income and apply same toward Tenant’s obligations under this Lease; provided, however, that until a default occurs in the performance of Tenant’s obligations under this Lease, Tenant may receive, collect and enjoy the rents accruing under such Transfer. Landlord shall not, by reason of this or any other assignment of such rents to Landlord nor by reason of the collection of the rents from a transferee, be deemed to have assumed or recognized any Transfer or to be liable to the transferee for any failure of Tenant to perform and comply with any of Tenant’s obligations to such transferee under such Transfer, including, but not limited to, Tenant’s obligation to return any security deposit. Tenant hereby irrevocably authorizes and directs any such transferee, upon receipt of a written notice from Landlord stating that a default exists in the performance of Tenant’s obligations under this Lease, to pay to Landlord the rents due as they become due under the Transfer. Tenant agrees that such transferee shall have the right to rely upon any such statement and request from Landlord, and that such transferee shall pay such rents to Landlord without any obligation or right to inquire as to whether such default exists and notwithstanding any notice from or claim from Tenant to the contrary. In the event Tenant shall de...
Certain Additional Rights. Notwithstanding anything to the contrary herein, in the event Borrower fails to make any payment when due or fails to deliver any Conversion Shares as and when required under this Note, then the Lender Conversion Price for all Lender Conversions occurring after the date of such failure to pay shall equal the lower of the Lender Conversion Price and the Market Price as of any applicable date of Conversion. For the avoidance of doubt, Lender’s exercise of the rights granted to it pursuant to this Section 4.4 shall not relieve Borrower of its obligation to continue paying the Redemption Amount on all future Redemption Dates.
Certain Additional Rights. 86 SECTION 13.10. Trustee Not Responsible for Determining Conversion Price or Adjustments..........................................87
Certain Additional Rights. 65 Section 12.8 Trustee Not Responsible for Determining Conversion Price or Adjustments.......................................... 65 Section 12.9 Reservation of Shares of Common Stock......................... 66 Section 12.10 Payment of Certain Taxes upon Conversion...................... 66 Section 12.11 Nonassessability.............................................. 66 ARTICLE XIII SUBORDINATION OF CONVERTIBLE DEBENTURES
Certain Additional Rights. 29 Section 4.10 Trustee Not Responsible for Determining Conversion Ratio or Adjustments...............30
Certain Additional Rights. 98 SECTION 13.10. Restrictions on Common Stock Issuable Upon Conversion...................................................... 99 SECTION 13.11. Trustee Not Responsible for Determining Conversion Price or Adjustments...................................... 99 EXHIBT A Form of Security 7 Certain Sections of this Indenture relating to Sections 310 through 318 of the Trust Indenture Act of 1939:
Certain Additional Rights. (a) In connection with Group 1's future dealership acquisitions in which the seller of such dealership seeks to sell the real estate and facilities component thereof (and Group 1 elects not to purchase such real estate and facilities), Group 1 agrees to introduce and recommend World Partner Associates, Ltd. as a suitable buyer of such real estate and facilities, with the understanding that World Partner Associates, Ltd. will lease such real estate and facilities to Group 1 under terms and conditions substantially similar to the lease agreement between Courtesy Ford, Inc. and K.C. Partnership entered into as of the Closing Date (and providing for an annual rental of 10% of the purchase price for such real estate), provided, however, that if Group 1 has a business arrangement with an affiliated real estate company or with a Group 1 lender providing for economic benefit to Group 1 as a result of the real estate company's acquisition of the real estate and facilities component of an acquired dealership, such business arrangement will supersede Group 1's obligations to World Associates, Ltd. hereunder. The rights and obligations created hereunder shall expire on the tenth anniversary of the Closing Date.
(b) Group 1 agrees that if a third party makes an offer to purchase one or more of the Companies in a transaction not involving (i) a substantial portion of the other operations of Group 1 (other than the Companies) or (ii) a substantial portion of the Group 1 operations under the management of Jamex X. Xxxxxxx xx Florida and Georgia (other than the Companies), Jamex X. Xxxxxxx xxx the right of first refusal to purchase the Company or Companies subject to the third party offer on the same terms as such offer, provided, however, that as a condition of closing such offer, all Designated Persons (as defined herein) who will own, operate or manage the repurchased Company or Companies shall resign from employment with Group 1. The right granted hereunder shall expire on the tenth anniversary of the Closing Date and is personal to Jamex X. Xxxxxxx xxx is non-assignable and non-transferrable.
