Repurchase Upon a Fundamental Change. Section 3.01. Repurchase at Option of Holder Upon a Fundamental Change 28 ARTICLE 4 COVENANTS Section 4.01. Payment of Securities 33 Section 4.02. Maintenance of Office or Agency 33 Section 4.03. Annual Reports 34 Section 4.04. Compliance Certificate 36 Section 4.05. Stay, Extension and Usury Laws 36 Section 4.06. Notice of Default 36 Section 4.07. Limitation on the Incurrence of Indebtedness 36
Repurchase Upon a Fundamental Change. Upon the occurrence of a Fundamental Change or, if all borrowings under the Senior Facilities have not been repaid in full upon the occurrence of a Fundamental Change, the date on which all borrowings under the Senior Facilities have been repaid in full, Holders shall have the right, at their option, to require the Company to repurchase for cash any or all of their Series A Convertible Preference Shares (the “Fundamental Change Repurchase Right”). The price the Company shall be required to pay (the “Fundamental Change Repurchase Price”) per Series A Convertible Preference Share shall be equal to the Liquidation Preference as of the Fundamental Change Repurchase Date plus an amount equal to accrued and unpaid dividends to, but not including, the Fundamental Change Repurchase Date.
Repurchase Upon a Fundamental Change. 46
Section 11.01 Repurchase of Securities at the Option of the Holder Upon Fundamental Change Conversions 46 Section 11.02 Effect of Fundamental Change Repurchase Notice 49 Section 11.03 Securities Repurchased in Whole or in Part 50 Section 11.04 Covenant to Comply With Securities Laws Upon Repurchase of Securities 50 Section 11.05 Deposit of Fundamental Change Repurchase Price 50 Section 11.06 Repayment to the Company 51 Section 12.01 At Maturity 51 Section 12.02 Optional Redemption Prior to Maturity 51 Section 12.03 Applicable High Yield Discount Obligation 51 Section 13.01 Interest Rate 51 Section 14.01 Conversion Privilege 52 Section 14.02 Conversion Procedure 53 Section 14.03 No Fractional Shares 56 Section 14.04 Taxes on Conversion 56 Section 14.05 Company to Provide Stock 56 Section 14.06 Adjustment of Conversion Price 56 Section 14.07 No Adjustment 61 Section 14.08 Notice of Conversion Price Adjustment 61 Section 14.09 Notice of Certain Transactions 62 Section 14.10 Effect of Reclassification on Conversion Privilege 62 Section 14.11 Trustee’s Disclaimer 62 Section 14.12 Voluntary Decrease 63 Section 14.13 Company Determination Final 63 Section 15.01 Additional Conversion Rate; Additional Shares 63 Section 15.02 Remittance of Additional Shares Constituting Make-Whole Premium 67 EXHIBITS: Exhibit A Form of Face of Security Exhibit B Form of Reverse of Security Exhibit C Form of Trustee’s Certificate of Authentication Exhibit D Fundamental Change Repurchase Notice INDENTURE, dated as of June 30, 2009, between Vector Group Ltd., a corporation duly organized and existing under the laws of the State of Delaware, as Issuer (the “Company”), having its principal office at 000 X.X. Second Street, Miami, Florida 33131, and Xxxxx Fargo Bank, National Association, as Trustee (the “Trustee”). The Company has duly authorized the creation of an issue of its 6.75% Variable Interest Senior Convertible Notes due 2014 (each, a “Security” and collectively, the “Securities”) of substantially the tenor and amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture. The Securities will be issued to such holders of the Company’s 5% Variable Interest Senior Convertible Notes due 2011 (the “5% Notes”), as may exchange from time to time, from and after the date hereof until November 15, 2011, certain of the then outstanding 5% Notes for the Securities at such exchange rates, and upon such other terms and ...
Repurchase Upon a Fundamental Change. Upon any Fundamental Change (as defined below) with respect to the Company, each Holder shall have the right (the “Fundamental Change Repurchase Right”), at the Holder’s option, to require the Company to repurchase all of such Holder’s Securities, or a portion thereof which is $1,000 in principal amount or any positive integral multiple thereof, on the date (the “Fundamental Change Repurchase Date”) that is 30 business days after the date of the Fundamental Change Notice (as defined below) at the Repurchase Price, plus accrued and unpaid interest to, but not including, the Fundamental Change Repurchase Date. The Repurchase Price for Securities the Company is required to repurchase pursuant to a Fundamental Change shall be paid in Cash.
Repurchase Upon a Fundamental Change. (a) If a Fundamental Change occurs at any time, each Holder shall have the right, at such Holder’s option, to require the Company to repurchase for cash all of such Holder’s shares of Preferred Stock, or any portion thereof, on the date (the “Fundamental Change Repurchase Date”) specified by the Company that is not less than [5] Scheduled Trading Days nor more than [10] Scheduled Trading Days following the date of the Fundamental Change Company Notice at a repurchase price equal to 100% of the Liquidation Preference thereof, plus Accumulated Dividends thereon to, but excluding, such Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), unless the Fundamental Change Repurchase Date falls after a Dividend Record Date but on or prior to the Dividend Payment Date to which such Dividend Record Date relates, in which case the Company shall instead pay the full amount of Accumulated Dividends to Holders of record as of such Dividend Record Date, and the Fundamental Change Repurchase Price shall be equal to 100% of the Liquidation Preference of the Preferred Stock to be repurchased pursuant to this Section 5.
(b) Repurchases of Preferred Stock under this Section 5 shall be made, at the option of the Holder thereof, upon:
(i) delivery to the Transfer Agent by a Holder of a duly completed notice (the “Fundamental Change Repurchase Notice”) in the form set forth in Exhibit C hereto, if the Preferred Stock is represented by Certificated Preferred Stock, or in compliance with the Depository’s procedures for surrendering interests in Preferred Stock, if the Preferred Stock is represented by Global Preferred Stock, in each case on or before the close of business on the Business Day immediately preceding the Fundamental Change Repurchase Date; and
(ii) delivery of the Preferred Stock, if the Preferred Stock is represented by Certificated Preferred Stock, to the Transfer Agent at any time after delivery of the Fundamental Change Repurchase Notice (together with all necessary endorsements for transfer) at the office of the Transfer Agent, or book-entry transfer of the Preferred Stock, if the Preferred Stock is represented by Global Preferred Stock, in compliance with the procedures of the Depository, in each case such delivery being a condition to receipt by the Holder of the Fundamental Change Repurchase Price therefor. The Fundamental Change Repurchase Notice in respect of any Preferred Stock to be repurchased shall state:
(i) in the case of Pref...
Repurchase Upon a Fundamental Change. If there is a Fundamental Change (as defined in the Indenture), the Company must offer to purchase all Outstanding Securities on the Fundamental Change Repurchase Date at a purchase price equal to 100% of the principal amount plus any accrued and unpaid interest to the Fundamental Change Repurchase Date. Holders of Securities that are subject to an offer to purchase will receive a written notice from the Company within 20 days after the occurrence of a Fundamental Change and may elect to have such Securities or portions thereof in authorized denominations purchased by completing the form entitled "Option of Holder to Elect Purchase" appearing below. Holders have the right to withdraw their election by delivering a written notice of withdrawal to the Paying Agent at any time prior to one Business Day immediately before the Fundamental Change Repurchase Date.
Repurchase Upon a Fundamental Change. SECTION 6.1. Repurchase at the Option of the Holder upon a Fundamental Change 42 SECTION 6.2. Notice of Fundamental Change 42 SECTION 6.3. Exercise of Option 43 SECTION 6.4. Procedures 43
Repurchase Upon a Fundamental Change. SECTION 12.2
Repurchase Upon a Fundamental Change. The Issuer covenants and agrees that, in the event that there occurs a Fundamental Change, each Holder will have the right, at such Holder's option, to require the Issuer to repurchase all, or any portion that is an Authorized Denomination, of such Holder's Securities on the Repurchase Date selected as provided below at a repurchase price (the "Repurchase Price") equal to the principal amount of such Securities plus accrued and unpaid interest to the Repurchase Date; provided, that the failure of the Issuer to repurchase Securities as a result of the application of Article 13 hereof or the failure of the Required Lenders to have consented to the repurchase shall nevertheless constitute an Event of Default hereunder. Notwithstanding anything to the contrary, compliance with this Article 13 and timely payment of the Repurchase Price can be waived, modified or amended only by each such Holder entitled to the benefits of this Article 12. A Holder shall have the right to exercise such Holder's right to convert all or any portion of such Holder's Security into Common Stock of the Issuer until actual receipt of the Purchase Price as provided herein. Any right or remedy as set forth herein with respect to the payment, failure to pay or enforcement of payment of principal or interest shall be applicable to the Repurchase Price.
Repurchase Upon a Fundamental Change. If a fundamental change occurs, holders will have the option to require Stillwater Mining Company to purchase all or any part of their Notes at a purchase price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest, payable in cash
