VECTOR GROUP LTD Sample Clauses

VECTOR GROUP LTD. By: ----------------------------------------- Name: Richard J. Lampen Title: Executxxx Xxxx Xxxxxxxxt
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VECTOR GROUP LTD. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of ________, 2022 § 310(a)(1) ......................................................................................................... 7.10 (a)(2) .................................................................................................................. 7.10 (a)(3) .................................................................................................................. Not Applicable (a)(4) .................................................................................................................. Not Applicable (a)(5) .................................................................................................................. 7.10 (b) ....................................................................................................................... 7.10 § 311(a) .............................................................................................................. 7.11 (b) ....................................................................................................................... 7.11 § 312(a) .............................................................................................................. 2.6 (b) ....................................................................................................................... 10.3 (c) ....................................................................................................................... 10.3 § 313(a) .............................................................................................................. 7.6 (b)(1) .................................................................................................................. 7.6 (b)(2) .................................................................................................................. 7.6 (c) ....................................................................................................................... 7.6 (d) ....................................................................................................................... 7.6 § 314(a) .............................................................................................................. 4.2, 10.5 (b) ....................................................................................................................... Not Applicable (c)(1) ..............................................................................
VECTOR GROUP LTD. By: ---------------------------------------- Name: Title: LIGGETT GUARANTEE Liggett Group Inc. hereby unconditionalxx xxx irrevocably guarantees, xxxxxct to the Liggett Subordination Agreement, to the holder of the foregoing Note xxx xxe and punctual payment of all principal, interest and Prepayment Premium, if any, on said Note as more fully provided in the Liggett Guarantee. LIGGETT GROXX XXX. By: ---------------------------------------- Name: Title:

Related to VECTOR GROUP LTD

  • Unbundled Sub-Loop Distribution Intrabuilding Network Cable (USLD-INC) is the distribution facility owned or controlled by BellSouth inside a building or between buildings on the same property that is not separated by a public street or road. USLD-INC includes the facility from the cross connect device in the building equipment room up to and including the point of demarcation at the End User’s premises.

  • Group Life (a) The Employer shall provide a mutually acceptable Group Life Plan with benefits equivalent to twice an Employee's annual salary, (for Employees aged under 45, three (3) times the Employee's annual salary) with a sixty thousand ($60,000) dollar minimum. The Employer shall pay one hundred percent (100%) of the premium on the sixty thousand dollar ($60,000) base and the Employee shall pay the premium for any insurance over sixty thousand dollars ($60,000).

  • Distribution Plans You shall also be entitled to compensation for your services as provided in any Distribution Plan adopted as to any series and class of any Fund’s Shares pursuant to Rule 12b-1 under the 1940 Act. The compensation provided in any such Distribution Plan (a “12b-1 Plan”) may be divided into a distribution fee and a service fee, as set forth in such Plan and the Fund’s then current prospectus and statement of additional information (“SAI”), each of which is compensation for different services to be rendered to the Fund. Subject to the termination provisions in a 12b-1 Plan, any distribution fee with respect to the sale of a Share subject to such Plan shall be earned when such Share is sold and shall be payable from time to time as provided in the 12b-1 Plan. The distribution fee payable to you as provided in any 12b-1 Plan shall be payable without offset, defense or counterclaim (it being understood by the parties hereto that nothing in this sentence shall be deemed a waiver by the Fund of any claim the Fund may have against you).

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  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • CONTINUING CONNECTED TRANSACTIONS The Company and Hengdeli entered into the Cooperation Agreement for joint development of luxury jewellery retail business. Upon completion of the Acquisition, Xxxxxxxx indirectly owns 15.27% of the entire issued share capital of the Company as at the date of this announcement and is a connected person (as defined under the Listing Rules) of the Company. The Cooperation Agreement and the transactions contemplated therein thus have become the continuing connected transactions of the Company. In anticipation of the future demands of the Group, the Company has recently reviewed its cooperation with Xxxxxxxx. The parties entered into the New Cooperation Agreement on 27 September 2012 which would replace the Cooperation Agreement when approved by the Independent Shareholders at the EGM. Shenzhen Qijingda also entered into the Licence Agreement with Hangzhou Longyun on 1 July 2012. The New Cooperation Agreement and the Licence Agreement also provide for the Annual Caps of the transactions contemplated under the Agreements. As the applicable percentage ratios for the Aggregate Annual Cap exceeds 5% but less than 25% and the Aggregate Annual Cap is also greater than HK$10,000,000 on an annual basis, the New Cooperation Agreement and the Annual Caps are subject to reporting, announcement and Independent Shareholders’ approval requirements under Rule 14A.35 of the Listing Rules. A circular containing, among other things, details of the New Cooperation Agreement, the Licence Agreement, a letter from the Independent Board Committee to the Independent Shareholders, a letter of advice from an independent financial adviser to be appointed by the Company to the Independent Board Committee and Independent Shareholders and a notice convening the EGM will be dispatched to the Shareholders as soon as practicable. Reference is made to the announcements of the Company dated 28 September 2011, 4 November 2011, 7 February 2012 and 13 April 2012 and the circular of the Company dated 2 November 2011 in relation to, inter alia, the Acquisition. Upon the completion of Acquisition, Alpha Key becomes a substantial shareholder of the Company, holding approximately 15.27% of the entire issued share capital of the Company as at the date of this announcement. As Alpha Key is a wholly-owned subsidiary of Hengdeli, Hengdeli is therefore a connected person (as defined under the Listing Rules) of the Company. Reference is also made to the joint announcements of the Company and Hengdeli dated 25 October 2010 and 1 November 2010 in relation to, inter alia, the Cooperation Agreement. The Cooperation Agreement and the transactions contemplated therein have, upon completion of the Acquisition, become continuing connected transactions of the Company pursuant to Chapter 14A of the Listing Rules. The transactions contemplated under the Cooperation Agreement have been carried out on a small scale only and the total considerations do not exceed 0.1% of the applicable percentage ratios of the Listing Rules and are therefore exempt from the reporting, announcement and independent shareholders’ approval requirements. In anticipation of the future demands of the Group, the Company has recently reviewed its cooperation with Xxxxxxxx and the following new arrangements have been agreed by the parties.

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

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