Junior Subordinated Debentures. At or prior to the Effective Time, Acquiror shall expressly assume the obligations of the Company under the Debenture Indenture pursuant to which the Company issued its Junior Subordinated Debentures and the Guarantee Agreement and, in connection therewith, Acquiror shall execute and deliver (x) a supplemental indenture to the Debenture Trustee, in such form as such Trustee shall reasonably require, by which Acquiror shall assume the Company’s obligations with respect to the due and punctual payment of the principal of and premium, if any, and interest on all of the Company’s Junior Subordinated Debentures and the due and punctual performance and observance of all of the covenants and conditions of the Debenture Indenture, and (y) such other documents and instruments as the Debenture Trustee shall reasonably require to evidence or effectuate the assumption of the obligations of the Company under the Debenture Indenture and Guarantee Agreement.
Junior Subordinated Debentures. At or prior to the Effective Time, Parent shall expressly assume the obligations of the Company under its 11% Junior Subordinated Deferrable Interest Debentures Due 2030, Floating Rate Junior Subordinated Deferrable Interest Debentures Due 2033 and Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures Due 2035 pursuant to which the Company issued junior subordinated debentures and the related guarantee agreements and, in connection therewith, Parent shall execute and deliver (x) a supplemental indenture to the applicable debenture trustees, in such form as such trustee shall reasonably require and (y) such other documents and instruments as the applicable trustee shall reasonably require to evidence or effectuate the assumption of the obligations of the Company under such indentures and guarantee agreements.
Junior Subordinated Debentures. The Junior Subordinated Debentures have been duly authorized and, when duly executed, authenticated and delivered as provided in the Indenture and paid for on the Closing Date, will be duly and validly issued and outstanding and will constitute valid and legally binding obligations of the Company entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights and to general equitable principles; and the Junior Subordinated Debentures, when issued and delivered, will conform in all material respects to the description thereof contained in the Time of Sale Information and the Prospectus. The Indenture has been duly qualified under the Trust Indenture Act.
Junior Subordinated Debentures. 85 SECTION 1601. Designation of Junior Subordinated Debentures..............85 Testimonium................................................................ 83 Signatures................................................................. 84 TXU CORP. RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND INDENTURE, DATED AS OF ---------------- TRUST INDENTURE ACT SECTION INDENTURE SECTION ss.310(a)(1)...............................................................909 (a)(2)...............................................................909 (a)(3)...............................................................914 (a)(4)....................................................Not Applicable (b)..................................................................908 ....................................................................910 ss.311(a)..................................................................913 (b)..................................................................913 (c)..................................................................913 ss.312(a).................................................................1001 (b).................................................................1001 (c).................................................................1001 ss.313(a).................................................................1002 (b).................................................................1002 (c).................................................................1002 ss.314(a).................................................................1002 (a)(4)...............................................................606 (b).......................................................Not Applicable (c)(1)...............................................................102 (c)(2)...............................................................102 (c)(3)....................................................Not Applicable (d).......................................................Not Applicable (e)..................................................................102 ss.315(a)..................................................................901 .....................................................................903 (b)..................................................................902 (c)..................................................................901 (d)..................................................................901 (e).........................
Junior Subordinated Debentures. The Purchasers shall be satisfied with the terms of the subordination of the Junior Subordinated Debentures to the Notes; and USHG shall have given the Purchasers a power of attorney to exercise (under the circumstances set forth in Section 7.18 (b)) USHG's rights to defer the payment of interest on the Junior Subordinated Debentures pursuant to Section 3.11 of the Junior Subordinated Indenture and Section I.D of the Officers' Certificate and Company Order dated April 17, 1998 specifying certain terms of the Junior Subordinated Debentures.
Junior Subordinated Debentures. 3 Maturity .................................................................................. 3
Junior Subordinated Debentures. The Junior Subordinated Debentures have been duly and validly authorized by the Company, and, when issued and delivered by the Company to the Trust against payment therefor as described in the General Disclosure Package, will be duly and validly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and other general equity principles; and the Junior Subordinated Debentures will conform to the descriptions thereof in the General Disclosure Package and the Final Prospectus.
Junior Subordinated Debentures. (i) Evidence satisfactory to Agent that: (a) the Junior Subordinated Debentures shall, after the Effective Date, remain outstanding under terms of subordination satisfactory to the Required Banks and (b) all required consents under the Indenture or otherwise in connection with the Junior Subordinated Debentures have been obtained and delivered and (ii) a duly executed copy of the Reassignment and Reassumption Agreement executed in connection with the 1998 Conversion.
Junior Subordinated Debentures. Promptly following the execution and delivery of this Agreement, Target and Buyer shall use their reasonable best efforts to cause each holder of a Junior Subordinated Debenture to enter into an agreement and/or instrument with Target in a form reasonably satisfactory to Target and Buyer (i) that permits Buyer to purchase such Junior Subordinated Debenture at or immediately prior to the Closing for cash in an amount equal to the total principal and accrued and unpaid interest thereon as of the Closing, but not including any prepayment penalty or premium, and (ii) that provides, subject to such payment at the Closing, for (x) the termination of the Junior Subordinated Indenture (which agreement shall constitute a consent contemplated by Section 802 of the Junior Subordinated Indenture), (y) the due transfer of the underlying Junior Subordinated Debenture to Buyer upon the Closing and (z) the amendment of the Junior Subordinated Indenture to terminate and waive Article 4, other than Sections 401, 402 and 403 thereof, of such Indenture (including with respect to the Merger) at the Closing and until such time as the Junior Subordinated Indenture is terminated in accordance with its terms (which agreement shall constitute a consent contemplated by Section 802 of the Junior Subordinated Indenture) (a "JD Agreement"). Subject to the performance of the respective JD Agreement, Buyer shall at Closing make or cause to be made any and all payments contemplated by this Section with respect to the Junior Subordinated Debentures that are the subject of such JD Agreement.
Junior Subordinated Debentures. At any time, directly or indirectly, pay, prepay, repurchase, redeem, retire or otherwise acquire, or make any payment on account of any principal of, interest on or premium payable in connection with the repayment or redemption of the Junior Subordinated Debentures, except for payments of interest (subject to Section 6.8 hereof) required by the terms of the Junior Subordinated Debentures as in effect on the Closing Date.
