Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Sterling Bancshares Inc)
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, the Guarantor shall will not (i) declare or pay any dividends or distributions distribution on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, to any of the Guarantor's capital stock stock, (which includes common and preferred stockii) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures, as defined in the Indenture) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees, as defined in the Indenture) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholdersshareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Preferred Securities Guarantee, (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit or compensation plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i1) there shall have occurred any event of which the Guarantor has actual knowledge that (aA) is, or with the giving of notice or the lapse of time, or both, would be be, an Indenture Event of Default and (bB) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this the Preferred Securities Guarantee or (iii3) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to commence an Extended Interest Payment Period as provided in the Indenture and any shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Valley National Bancorp)
Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if there shall have occurred and is continuing any event that would constitute a Default under the Indenture, then (a) the Guarantor shall and any subsidiary of the Guarantor (other than a subsidiary of the Guarantor that is a depository institution, or a subsidiary thereof) will not (i) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's ’s capital stock (which includes common and preferred stock) or make any guarantee payment with respect thereto (other than (ai) dividends purchases, redemptions or distributions other acquisitions of shares of capital stock of the Guarantor in shares ofconnection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (ii) the acquisition by the Guarantor or optionsany of its subsidiaries of record ownership in capital stock of the Guarantor for the beneficial ownership of any other persons (other than the Guarantor or any of its subsidiaries), warrantsincluding trustees or custodians, rights (iii) as a result of an exchange or conversion of any class or series of the Guarantor’s capital stock for any other class or series of the Guarantor’s capital stock, in each case, solely to subscribe the extent required pursuant to binding contractual agreements entered into on or prior to the Closing Date or any subsequent agreement for the accelerated exercise, settlement or purchase shares of, common exchange thereof for capital stock of the Guarantor, (biv) distributions by or among any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series wholly- owned subsidiary of the Guarantor's capital stock solely into another class , (v) redemptions of securities held by the Guarantor or series any wholly-owned subsidiary of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (evi) purchases unpaid tax distributions to holders of common stock related membership interests of GMAC LLC pursuant to Section 4(b) of GMAC LLC’s Plan of Conversion, dated June 30, 2009); and (b) the issuance of common stock or rights under Guarantor and any subsidiary of the Guarantor's benefit plans for its directors, officers or employees or any Guarantor (other than a subsidiary of the Guarantor's dividend reinvestment plans)Guarantor that is a depository institution, (iior a subsidiary thereof) will not make any payment of interest on or principal of, of (or premium, if any, or interest on), or repay, repurchase or redeem redeem, any debt securities of or guarantees issued by the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures (“Junior Subordinated Indebtedness”) (other than (i) redemptions, purchases or other acquisitions of Junior Subordinated Indebtedness in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (ii) the acquisition by the Guarantor or any of its subsidiaries of record ownership in Junior Subordinated Indebtedness for the beneficial ownership of any other persons (other than the Guarantor or any of its subsidiaries), including trustees or custodians, (iii) make as a result of an exchange or conversion of any guarantee payments with respect to class or series of Junior Subordinated Indebtedness for any guarantee other class or series of Junior Subordinated Indebtedness, (other than payments under the Preferred Securities Guarantee or the Common Guaranteeiv) redemptions of securities held by the Guarantor of the debt securities of or any wholly-owned subsidiary of the Guarantor and (including Other Guaranteesv) if any payment of interest on Junior Subordinated Indebtedness paid pro rata with interest paid on the Debentures such guarantee ranks pari passu with or junior that the respective amounts of such payments made shall bear the same ratio to each other as all accrued but unpaid interest per like-amount of Debentures and all Junior Subordinated Indebtedness bear to each other); provided, however, the restrictions in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that foregoing clauses (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of will not apply to (i) any stock dividends paid by the Company where the dividend stock is the same stock as that on which the Guarantor shall not have taken reasonable steps to curedividend is being paid, or (ii) if such Debentures are held dividends or distributions by the Property Trustee, or other transactions solely among the Guarantor shall be in default with respect to its payment and any wholly- owned subsidiary of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election or solely among wholly-owned subsidiaries of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingGuarantor.
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, the Guarantor shall not, and shall not permit any subsidiary of the Guarantor to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock or (which includes common and preferred stockii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior to the Debentures (other than (a) dividends any dividend, redemption, liquidation, interest, principal or distributions in shares ofguarantee payment by Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantorguarantee payment is being made, (b) redemptions or purchases of any rights pursuant to the Shareholders Rights Plan (as defined in the Indenture), or any successor to such Shareholders Rights Plan, and the declaration of a dividend in connection with the implementation of a stockholders' such rights plan, or the issuance of preferred stock under any such plan plans in the future, or the redemption or repurchase of any such rights pursuant thereto(c) payments under this Agreement, (cd) purchases of Common Stock related to the issuance of Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (e) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class or series of the Guarantor's capital stock solely into for another series or class or series of the Guarantor's capital stock, stock and (df) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stock, and (eexchanged) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (ix) there shall have occurred any event of which the Guarantor has actual knowledge that (aA) is, or with the giving of notice or the lapse of time, or both, would be constitute an Indenture "Event of Default Default" under the Indenture with respect to the Debentures and (bB) in respect of which the Guarantor shall not have taken reasonable steps to cure, (iiy) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities the Guarantee or (iiiz) the Guarantor shall have given notice of its election selection of an Extension Period (as defined in the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture Indenture) with respect to the Indenture Debentures and shall not have rescinded such notice, or such Extension Period, or any such extension thereof, shall be continuing.
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred any event that would constitute an Event of Default or a Default under the Declaration, then (a) the Guarantor shall and any subsidiary of the Guarantor will not (i) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's ’s capital stock (which includes common and preferred stock) or make any guarantee payment with respect thereto (other than (ai) dividends purchases, redemptions or distributions other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) purchases of shares of, or options, warrants, rights to subscribe for or purchase shares of, of common stock of the GuarantorGuarantor pursuant to a contractually binding requirement to buy stock entered into in the ordinary course of business and existing prior to the Event of Default or Default, including under a contractually binding stock repurchase plan, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (ciii) as a result of a reclassification an exchange or conversion of one any class or series of the Guarantor's ’s capital stock solely into another for any other class or series of the Guarantor's ’s capital stock, (div) the purchase of fractional interests in shares of the Guarantor's ’s capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares exchanged, (v) the purchase of the Guarantor's ’s capital stockstock by a broker-dealer subsidiary of the Guarantor for resale pursuant to an offering by the Guarantor underwritten by such broker-dealer subsidiary, and (evi) purchases or other acquisitions by a broker-dealer subsidiary of common the Guarantor solely for the purpose of market-making, stabilization or customer facilitation transactions in the ordinary course of its business, or (vii) the acquisition of record ownership of the capital stock related to of the issuance Guarantor or any Affiliate of common stock the Guarantor for the beneficial ownership of any other Persons (other than the Guarantor or rights under any other subsidiary of the Guarantor's benefit plans for its directors), officers including as trustees or employees or custodians) and (b) the Guarantor and any subsidiary of the Guarantor's dividend reinvestment plans), (ii) Guarantor will not make any payment of interest on or principal of, of (or premium, if any, or interest on), or repay, repurchase or redeem redeem, any debt securities of or guarantees issued by the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures; provided, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trusteehowever, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) may declare and pay a stock dividend where the Guarantor shall have given notice of its election of dividend stock is the exercise of its right to extend same stock as that on which the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingdividend is being paid.
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on any of the Debentures by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Amended and Restated Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Amended and Restated Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Amended and Restated Declaration, then the Guarantor shall not (ia) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a any liquidation payment with respect to, any of its Capital Stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor's capital stock (which includes common and preferred stock) Guarantor that rank pari passu with or junior in interest to the Debentures of any series or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debentures of any series (other than (ai) dividends as a result of a reclassification of the Capital Stock of the Guarantor or distributions in shares of, the exchange or options, warrants, rights to subscribe conversion of one class or series of the Capital Stock of the Guarantor for another class or purchase shares of, common stock series of the Capital Stock of the Guarantor, (bii) the purchase of fractional interests in shares of the Capital Stock of the Guarantor pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted into or exchanged for such Capital Stock, (iii) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, plan effecting a "poison pill," or the issuance of stock Capital Stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cv) as a result of a reclassification of one class or series of payments under this Amended and Restated Preferred Securities Guarantee and the Guarantor's capital stock solely into another class or series of the Guarantor's capital stockCommon Securities Guarantee, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (evi) purchases of common stock shares of Common Stock related to the issuance of common stock Common Stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or and (vii) obligations under any of the Guarantor's dividend reinvestment and stock purchase plans). For avoidance of doubt, (ii) make any payment the provisions of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities this Section shall not impair the ability of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right to subdivide its Common Stock into a greater number of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingshares.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Capital Trust Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not (i) declare or pay any dividends or distributions onmake any distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (ai) dividends purchases or distributions acquisitions of capital stock of the Guarantor in shares of, connection with the satisfaction by the Guarantor of its obligations under any employee or options, warrants, rights agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to subscribe for any contract or security outstanding on the date of such event requiring the Guarantor to purchase shares of, common capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (diii) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares exchanged, (iv) dividends or distributions in capital stock of the Guarantor's Guarantor (or rights to acquire capital stock, and ) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (ev) redemptions or purchases of common stock related to any rights outstanding under a shareholder rights plan and the issuance declaration of common stock or a dividend of rights under any of in the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansfuture), (iib) the Guarantor shall not make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of issued by the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures (to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt), and (iiic) the Guarantor shall not make any guarantee payments with respect to any guarantee the foregoing (other than payments under pursuant to the Preferred Securities Guarantee or the Common Securities Guarantee) by to the Guarantor of extent appropriate notice has been given to the debt securities of beneficiaries thereof effectively blocking such payment or to the extent the failure to make any subsidiary of such payment is otherwise authorized under the Guarantor (including Other Guarantees) if agreements governing such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingpayments.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Cendant Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common outstanding and preferred stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 16.01 of the First Supplemental Indenture to the Indenture and any such extension shall be continuing, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on, or repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Preferred Securities Guarantee, (d) as a result of a reclassification of the Guarantor’s capital stock or the exchange or the conversion of one class or series of the Guarantor’s capital stock for another class or series of the Guarantor’s capital stock, (e) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (f) purchases or issuances of common stock in connection with any of the Guarantor’s stock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of the Guarantor’s dividend reinvestment plans, in each case as now existing or hereafter established or amended). Notwithstanding anything herein to the contrary, in no event shall this provision be deemed to limit the Guarontor from issuing shares of its common stock to any Person whether in a public or private transaction.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (ServisFirst Bancshares, Inc.)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock), (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stock, exchanged and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default (as defined in the Indenture) and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (iiiii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Series B Capital Securities Guarantee or (iiiiv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 16.01 of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Guarantee Agreement (Peoples Heritage Financial Group Inc)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the dollar amount of the Guarantor’s premium volume from insurance policies in any calendar year fails to exceed 51% of the Guarantor’s premium volume from insurance policies in the previous calendar year, (c) the Guarantor sells more than 51% of its rights to renew insurance policies in any single transaction or series of related transactions, (d) any Significant Subsidiary (as defined in Section 1-02(w) of Regulation S-X to the Securities Act (the “Significant Subsidiaries”)) of the Guarantor which is rated by A.M. Best Company, Inc. (x) receives a rating from A.M. Best Guarantor Inc. of B- or lower; or (y) submits a request to withdraw its rating by A.M. Best Guarantor, Inc., (e) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (ix) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's ’s or such Affiliate’s capital stock (which includes common and preferred stock) or (other than (a) payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing; (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures; or (z) enter into any contracts with shareholders holding more than 10% of the outstanding shares of, or options, warrants, rights to subscribe for or purchase shares of, of common stock of the GuarantorGuarantor that could require cash payments by the Guarantor to such shareholder (other than, with respect to clauses (x) and (y) above, (bi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any declaration Subsidiary of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Guarantor or of such plan Subsidiary (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the futureoccurrence of the Event of Default, Declaration Event of Default or the redemption or repurchase of any such rights pursuant theretoExtension Period, as applicable, (cii) as a result of a reclassification any exchange or conversion of one any class or series of the Guarantor's ’s capital stock solely into another (or any capital stock of a Subsidiary of the Guarantor) for any class or series of the Guarantor's ’s capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary’s capital stock) or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock (or in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary’s indebtedness for any class or series of such Subsidiary’s capital stock), (diii) the purchase of fractional interests in shares of the Guarantor's ’s capital stock resulting from such (or the capital stock of a reclassification or Subsidiary of the Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any security convertible into declaration of a dividend in connection with any stockholders’ rights plan, or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common rights, stock or rights other property under any stockholders’ rights plan, or the redemption or repurchase of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans)rights pursuant thereto, (iiv) make any payment dividend in the form of principal ofstock, warrants, options or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of other rights where the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee dividend stock or the Common Guarantee) by stock issuable upon exercise of such warrants, options or other rights is the Guarantor of same stock as that on which the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in right lieu of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) isfractional shares issued in connection therewith, or with the giving of notice or the lapse of time(vi) payments under this Guarantee; and other than, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to clause (z) above, (I) any reinsurance or other risk transfer, producer, intermediary, claims management, underwriting, investment management, administrative or services agreement between (A) an insurance company Affiliate of the Guarantor and (B) Maiden Holdings, Ltd., a company organized under the laws of Bermuda (“Maiden BDA”), or one of its payment subsidiaries that is not a subsidiary of any obligations under this Preferred Securities Guarantee the Guarantor (a "Maiden BDA Company"), so long as such agreement has been approved or is permitted as an agreement with an affiliate by the governmental authority that regulates insurance companies in the jurisdiction in which such insurance company subsidiary of the Guarantor is domiciled or the laws of such domiciliary jurisdiction, or (iiiII) any producer, intermediary, claims management, underwriting, investment management, administrative or services agreement between (I) the Guarantor shall have given notice or one of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture non-insurance company Affiliates and (II) a Maiden BDA Company, so long as such agreement is on terms no less favorable to the Indenture and any such extension shall be continuingGuarantor or its non-insurance company Affiliate than arm’s-length terms.).
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or (b) Debenture Issuer shall have selected an Extension Period as provided in the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not, and shall not allow any Subsidiary (ias defined in the Indenture) to, (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's ’s or any of the Subsidiary’s capital stock (other than payments of dividends or distributions to the Guarantor or payments of dividends from direct or indirect subsidiaries of the Guarantor to their parent corporations, which includes common and preferred stockalso shall be direct or indirect subsidiaries of the Guarantor) or make any guarantee payments with respect to such capital stock, or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Subsidiary that rank pari passu with or junior in interest to the Debentures (other than with respect to clauses (ax) dividends and (y) above (i) repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants, rights to subscribe for or purchase shares of, common of capital stock of the Guarantor, (b) any declaration of a dividend Guarantor in connection with (A) any employment contract, benefit plan or other similar arrangement with or for the implementation benefit of a stockholders' rights planone or more employees, officers, directors, or consultants, (B) a dividend reinvestment or stockholder stock purchase plan or (C) the issuance of capital stock under any of the Guarantor (or securities convertible into or exercisable for such plan capital stock), as consideration in an acquisition transaction entered into prior to the future, occurrence of the Event of Default or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (cii) as a result of a reclassification any exchange or conversion of one any class or series of the Guarantor's ’s capital stock solely into another (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor's ’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (diii) the purchase of fractional interests in shares of the Guarantor's ’s capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any security convertible into declaration of a dividend in connection with any stockholder’s rights plan, or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common rights, stock or rights other property under any stockholder’s rights plan, or the redemption or repurchase of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans)rights pursuant thereto, (iiv) make any payment dividend in the form of principal ofstock, warrants, options or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of other rights where the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee dividend stock or the Common Guarantee) by stock issuable upon exercise of such warrants, options or other rights is the Guarantor of same stock as that on which the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee dividend is being paid or ranks pari passu with or junior in right of payment interest to the Debenturessuch stock), if at such time (ivi) there shall have occurred any event of which the Guarantor has actual knowledge that (a) isa dividend or distribution on, a redemption, purchase or acquisition of, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default a liquidation payment with respect to its payment equity securities of any obligations an Insured Depository Institution subsidiary; or (vii) payments under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingGuarantee.
Appears in 1 contract
Samples: Guarantee Agreement (Virginia Commerce Bancorp Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not (i1) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a distribution or liquidation payment with respect to, any of the Guarantor's its share capital stock (which includes common and preferred stock) or (other than (a) dividends or distributions in shares ofin, or options, warrants, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantorshare capital, (b) any declaration of a dividend in connection with the implementation of a stockholdersshareholders' rights plan, or the issuance of stock share capital under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of share capital or the exchange or the conversion of one class or series of the Guarantor's share capital stock solely into for another class or series of the Guarantor's capital stockshare capital, (d) the payment of accrued dividends and the purchase of fractional share interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the upon conversion or exchange provisions of such capital stock share capital, or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock share capital related to the issuance of common stock such share capital or rights under any of the Guarantor's benefit plans for its directors, officers or employees or employees, any of the Guarantor's dividend reinvestment plans or stock purchase plans, or any of the benefit plans of any of the Guarantor's Affiliates for such Affiliate's directors, officers or employees), (ii2) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem redeem, any debt securities security of the Guarantor (including any Other Debentures) that rank ranks pari passu with or junior in right of payment interest to the Debentures or (iii3) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary Subsidiary (as defined in the Indenture) of the Guarantor (including Other Guaranteesother than pursuant to this Guarantee Agreement) if such guarantee ranks pari passu with or junior in right of payment interest to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred and be continuing any event of any obligations default under this Preferred Securities Guarantee the Declaration or (iii) the Guarantor shall have given notice of its election of an Extended Interest Payment Period and such period, or any extension thereof, is continuing. In addition, so long as any Preferred Securities remain outstanding, the exercise Guarantor (i) will remain the sole direct or indirect owner of its right to extend the interest payment period pursuant to Article IV all of the First Supplemental Indenture outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under Section 9.01 of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's direct or indirect ownership of the Common Securities, (ii) will cause the holder of the Common Securities to satisfy the requirements of Section 4.03 of the Declaration and any such extension shall (iii) will use reasonable efforts to cause the Issuer to continue to be continuingtreated as a grantor trust that is not a foreign trust for United States federal income tax purposes, except in connection with a distribution of Debentures as provided in the Declaration.
Appears in 1 contract
Samples: Guarantee Agreement (Acs Trust I)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, (i) if there shall have occurred an Event of Default (as defined in the Indenture) with respect to the ICONs, (ii) if there shall have occurred a Guarantee Event of Default or (iii) during any Deferral Period as provided in the Indenture, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (ix) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's ’s capital stock or (which includes common y) make any payment of principal, interest or premium, if any, on or repay, purchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the ICONs, other than pro rata payments of accrued and preferred stockunpaid interest on the ICONs and any other debt securities of the Guarantor that rank equally with the ICONs except and to the extent the terms of any such debt securities would prohibit the Guarantor from making such pro rata payment or (z) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the this Guarantee, other than pro rata payments of accrued and unpaid amounts on this Guarantee and any other guarantees by the Guarantor of debt securities of any subsidiary of the Guarantor that rank equally with this Guarantee except and to the extent the terms of any such debt securities would prohibit the Guarantor from making such pro rata payment (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock Common Stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, plan or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, payments under this Guarantee and (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock Common Stock related to the issuance of common stock Common Stock or rights under any of the Guarantor's benefit Company’s benefits plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansemployees), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not (i) declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (ai) dividends purchases or distributions acquisitions of capital stock of the Guarantor in shares of, connection with the satisfaction by the Guarantor of its obligations under any employee or options, warrants, rights agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to subscribe for any contract or security outstanding on the date of such event requiring the Guarantor to purchase shares of, common capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (diii) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares exchanged, (iv) dividends or distributions in capital stock of the Guarantor's Guarantor (or rights to acquire capital stock, and ) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (ev) redemptions or purchases of common stock related to any rights outstanding under a shareholder rights plan (or the issuance declaration thereunder of common stock or a dividend of rights under any of in the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansfuture), (iib) the Guarantor shall not make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of issued by the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or Debentures, and (iiic) the Guarantor shall not make any guarantee payments with respect to any guarantee the foregoing (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment pursuant to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingGuarantee).
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Securities Trust PIERS remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common stock and preferred stock) or (ii) make any payment of principal of or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, or rights to subscribe for or purchase shares of, common stock of the Guarantor, or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Trust PIERS Guarantee, (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (iig) make any the payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities dividend within 60 days after the date of declaration of the Guarantor dividend if, at the date of declaration (including any Other Debenturesx) if paid on that rank pari passu date, the payment of the dividend would not have been prohibited by an election to defer interest payments and (y) the declaration was in accordance with or junior the Guarantor's dividend policy in right effect immediately prior to its declaration of payment to the Debentures or dividend, and (iiih) make any guarantee payments repurchases of Guarantor's common stock in connection with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) acquisitions of businesses made by the Guarantor or any of its subsidiaries, which repurchases are made in connection with the satisfaction of indemnification obligations of the debt securities sellers of any subsidiary of the Guarantor (including Other Guaranteessuch businesses) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Trust PIERS Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 16.01 of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing a Debenture Event of Default, a Declaration Event of Default or an event that, with the giving of notice or the lapse of time or both, would constitute a Debenture Event of Default or a Declaration Event of Default, or a selection by the Guarantor of a Deferral Period as provided in the Indenture and such period, or any extension thereof, shall be continuing, then (a) the Guarantor shall not (i) declare or pay any dividends dividend on, or distributions onmake any distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (other than stock dividends paid by the Guarantor which includes common stock dividends consist of the stock of the same class as that on which the dividend is being paid), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor which rank pari passu with or junior in interest to the Debentures and preferred stock(c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debentures (in each case, other than (aA) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the GuarantorCommon Stock, (bB) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cC) payments under this Guarantee and the Common Securities Guarantee, (D) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plan or any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior in interest to the Debentures), (E) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, stock or (dF) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansexchanged), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Hanover Compressor Capital Trust)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock stock, (which includes common and preferred stockii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank PARI PASSU with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks PARI PASSU with or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholdersshareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Series B Capital Securities Guarantee and the Series A Capital Securities Guarantee, (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit or compensation plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (il) there shall have occurred any event of which the Guarantor has actual knowledge that (aA) is, or with the giving of notice or the lapse of time, or both, would be be, an Indenture Event of Default and (bB) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Series B Capital Securities Guarantee or (iii3) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to commence an Extended Interest Payment Period as provided in the Indenture and any shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 1 contract
Samples: Reliance Capital Trust I
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common Class A Common Stock, Class B Common Stock and preferred stock), (ii) make any payment of principal, interest, or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in right of payment to the Notes or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in right of payment to the Notes (other than (a) dividends or distributions in shares of, of or options, warrants, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Preferred Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of preferred stock following, a reclassification of the Guarantor's preferred stock or the exchange or conversion of one class or series of the Guarantor's capital preferred stock solely into for another class or series of the Guarantor's capital stockpreferred stock or pursuant to an acquisition in which fractional shares of the Guarantor's preferred stock would otherwise be issued, (de) the purchase of fractional interests in shares of the Guarantor's capital preferred stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital Preferred stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any benefit plan for directors, officers, agents or employees of the Guarantor's benefit plans for Guarantor or its directors, officers Affiliates or employees Subsidiaries or any of the Guarantor's dividend reinvestment or director, officer, agent or employee stock purchase plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) an Event of Default (as defined in the Note Agreement) shall have occurred and be continuing, or would occur upon the taking of any action specified in clauses (i) through (iii) above, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default (as defined in the Note Agreement) and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (iiiii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iiiiv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 14.01 of the First Supplemental Indenture to the Indenture Note Agreement and any such extension shall be continuing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (FBL Financial Group Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not (ia) make any payment of principal of or any premium or interest on, or repay, repurchase or redeem, any debt security of the Guarantor that ranks pari passu with or junior to the Debentures in the right of payment; (b) make any guarantee payments with respect to any guarantee by the Guarantor of any debt securities of any of its subsidiaries if such guarantee ranks pari passu with or junior to the Debentures in the right of payment; or (c) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a distribution or liquidation payment with respect to, any of the Guarantor's capital stock stock, except for or as a result of (which includes common and preferred stock) or (other than (ai) dividends or distributions in shares ofin, or options, warrants, warrants or rights to subscribe for or purchase shares ofpurchase, common stock of the Guarantor, 's capital stock; (bii) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's rights plan, or the issuance of the Guarantor's capital stock under any such plan in the futureplan, or the redemption or repurchase of any such rights pursuant thereto, ; (ciii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock solely for or into another class or series of the Guarantor's capital stock, ; (div) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares exchanged; and (v) the purchase or acquisition of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common such capital stock or rights under any of the Guarantor's stock-based compensation or benefit plans for its directors, officers or employees or employees, any of the Guarantor's dividend reinvestment plans or stock purchase plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including stock-based compensation or benefit plans of any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if Guarantor's Affiliates for such guarantee ranks pari passu with Affiliate's directors, officers or junior in right of payment to the Debenturesemployees, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred and be continuing any event of any obligations default under this Preferred Securities Guarantee the Declaration or (iii) the Guarantor shall have given notice of its election of an Extension Period and such period, or any extension thereof, is continuing. In addition, so long as any Preferred Securities remain outstanding, the exercise Guarantor (1) will remain the sole direct or indirect owner of its right to extend the interest payment period pursuant to Article IV all of the First Supplemental Indenture outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's direct or indirect ownership of the Common Securities, (2) will cause the holder of the Common Securities to satisfy the requirements of Section 4.03 of the Declaration and any such extension shall (3) will use reasonable efforts to cause the Issuer to continue to be continuingtreated as a grantor trust for U.S. federal income tax purposes, except in connection with a distribution of Debentures as provided in the Declaration.
Appears in 1 contract
Samples: Guarantee Agreement (Conoco Inc /De)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Preferred Securities Guarantee, (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, including without limitation, the conversion of the Class B common stock into shares of the Class A common stock of the Guarantor, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cureDefault, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.the
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Cox Trust Ii)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, and if at such time (i) the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred and be continuing any Event of Default under the Declaration or (iii) the Guarantor shall have given notice of its election of an Extension Period and such period, or any extension thereof, is continuing, the Guarantor shall not (i1) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities that rank equally with or junior in interest to the Notes in the right of payment issued by the Guarantor, except, in the case of an Extension Period, payments as contemplated under the Indenture, or make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any of its subsidiaries if such guarantee ranks junior to the Notes in right of payment, except, in the case of an Extension Period, payments as contemplated under the Indenture, or (2) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's capital stock, except, in each of cases (1) and (2), nothing contained therein shall prevent the Guarantor from (a) purchasing or acquiring its capital stock (which includes common in satisfaction of its obligations under any benefit plans for the Guarantor and preferred stock) the Guarantor's subsidiaries' directors, officers or employees or under any dividend reinvestment plans, or pursuant to any contract or security outstanding (other than a contract or security ranking expressly by its terms on a parity with or junior to the Notes), (ab) effecting the reclassification of the Company's capital stock, or any exchange or conversion of one class of the Company's capital stock for another class or series of the Company's capital stock (including, without limitation, such reclassifications as have been approved by the Company's stockholders prior to the date hereof as set forth in the in the prospectus contained in the Company's and the Trust's Registration Statement on Form S-3 filed April 6, 2001 under "Description of Our Class A and Class B Common Stock - Reverse/Forward Stock Split" and "--Reclassification of our Existing Two Classes of Common Stock into a Single New Class of Common Stock"), (c) purchasing of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) declaring dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, Common Stock; (be) making any declaration of a dividend in connection with the implementation of a stockholders' shareholder's rights plan, or the issuance of stock shares under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto; and (f) making any payments under this Guarantee. In addition, so long as any Securities remain outstanding, the Guarantor (ci) as a result will remain the sole direct or indirect owner of a reclassification all of one class the outstanding Common Securities and shall not cause or series permit the Common Securities to be transferred except to the extent such transfer is permitted under Section 7.9 of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's capital stock solely into another class direct or series indirect ownership of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stockCommon Securities, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment will use reasonable efforts to cause the Issuer to continue to be treated as a grantor trust for United States federal income tax purposes, except in connection with a distribution of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of Notes as provided in the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingDeclaration.
Appears in 1 contract
Samples: Guarantee Agreement (Raytheon Co/)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred an event of default under the Indenture with respect to the Junior Subordinated Debentures, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the Junior Subordinated Debentures and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (ix) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's ’s capital stock or (which includes common and preferred stocky) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank on a parity with or junior in interest to the Junior Subordinated Debentures or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks on a parity with or junior in interest to the Junior Subordinated Debentures (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stockpayments under this Guarantee, and (ed) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's ’s benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Preferred Securities Guarantee, (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, including, without limitation, the conversion of the Class C common stock or the Series A convertible preferred stock into shares of the Class A common stock of the Guarantor, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cureDefault, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.exercise
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Cox Trust Ii)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing a Debenture Event of Default, a Declaration Event of Default or an event that, with the giving of notice or the lapse of time or both, would constitute a Debenture Event of Default or a Declaration Event of Default, or a selection by the Guarantor of a Deferral Period as provided in the Indenture and such period, or any extension thereof, shall be continuing, then (a) the Guarantor shall not (i) declare or pay any dividends dividend on, or distributions onmake any distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (other than stock dividends paid by the Guarantor which includes common stock dividends consist of the stock of the same class as that on which the dividend is being paid), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor which rank pari passu with or junior in interest to the Debentures and preferred stock(c) the Guarantor shall not make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debentures (in each case, other than (aA) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the GuarantorClass B Common Stock, (bB) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cC) payments under this Guarantee and the Common Securities Guarantee, (D) purchases or acquisitions of shares of Class B Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plan or any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior in interest to the Debentures), (E) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, stock or (dF) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansexchanged), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Securities Guarantee Agreement (Continental Airlines Inc /De/)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not (i1) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a distribution or liquidation payment with respect to, any of the Guarantor's its share capital stock (which includes common and preferred stock) or (other than (a) dividends or distributions in shares ofin, or options, warrants, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantorshare capital, (b) any declaration of a dividend in connection with the implementation of a stockholders' shareholders’ rights plan, or the issuance of stock share capital under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of share capital or the exchange or the conversion of one class or series of the Guarantor's share capital stock solely into for another class or series of the Guarantor's capital stockshare capital, (d) the payment of accrued dividends and the purchase of fractional share interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the upon conversion or exchange provisions of such capital stock share capital, or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock share capital related to the issuance of common stock such share capital or rights under any of the Guarantor's ’s benefit plans for its directors, officers or employees employees, any of the Guarantor’s dividend reinvestment plans or stock purchase plans, or any of the benefit plans of any of the Guarantor's dividend reinvestment plans’s Affiliates for such Affiliate’s directors, officers or employees), (ii2) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem redeem, any debt securities security of the Guarantor (including any Other Debentures) that rank ranks pari passu with or junior in right of payment interest to the Debentures or (iii3) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary Subsidiary (as defined in the Indenture) of the Guarantor (including Other Guaranteesother than pursuant to this Guarantee Agreement) if such guarantee ranks pari passu with or junior in right of payment interest to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder, (ii) there shall have occurred and be continuing any event of any obligations default under this Preferred Securities Guarantee the Declaration or (iii) the Guarantor shall have given notice of its election of an Extended Interest Payment Period and such period, or any extension thereof, is continuing. In addition, so long as any Preferred Securities remain outstanding, the exercise Guarantor (i) will remain the sole direct or indirect owner of its right to extend the interest payment period pursuant to Article IV all of the First Supplemental Indenture outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under Section 9.01 of the Declaration; provided that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor’s direct or indirect ownership of the Common Securities, (ii) will cause the holder of the Common Securities to satisfy the requirements of Section 4.03 of the Declaration and any such extension shall (iii) will use reasonable efforts to cause the Issuer to continue to be continuingtreated as a grantor trust that is not a foreign trust for United States federal income tax purposes, except in connection with a distribution of Debentures as provided in the Declaration.
Appears in 1 contract
Samples: Guarantee Agreement (Centex Corp)
Limitation of Transactions. So If (i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing (other than solely an Event of Default as described in Section 5.1(c) of the Indenture), (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Event of Default (as defined in the Indenture), other than solely an Event of Default as described in Section 5.1(c) of the Indenture, and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (iii) in the event the Debentures are held by the Property Trustee and the Guarantor shall be in default with respect to its payment of any obligations under this Capital Securities Guarantee or (iv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.1 of the Indenture and any such extension shall be continuing, then, in each such case, so long as any Preferred Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures, other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (New York Bancorp Capital Trust)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not if (i) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such extension shall be continuing, (ii) there shall have occurred any Event of Default or (iii) there shall have occurred and be continuing any event that, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default, then the Guarantor (a) shall not declare or pay any dividends or distributions on, or make distributions with respect to, redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or except for (other than (ai) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the GuarantorCommon Stock on Common Stock, (bii) any declaration purchases or acquisitions of a dividend shares of Common Stock made in connection with any employee benefit plan of the implementation of a stockholders' rights planGuarantor or its subsidiaries, purchases made from employees or officers pursuant to employment agreements, or purchases made under option agreements (or upon the issuance exercise of stock under any options granted thereunder), provided the plan or agreement was in existence on October 9, 1996 with officers or employees of the Guarantor or its subsidiaries, and provided further that such plan in repurchases by the future, Guarantor made from officers or employees of the redemption Guarantor or repurchase its subsidiaries pursuant to employment or option agreements shall be made at a price not to exceed market value on the date of any such rights pursuant theretorepurchase and shall not exceed $5 million in the aggregate for all such employees and officers, (ciii) as a result conversions or exchanges of a reclassification any class of one class or series of the Guarantor's capital common stock solely into another class of common stock or series of the Guarantor's capital stock, (div) the purchase purchases of fractional interests in shares of the GuarantorCompany's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the GuarantorCompany's benefit plans for its directors, officers securities being converted or employees or any of the Guarantor's dividend reinvestment plansexchanged), (iib) shall not make any payment of interest, principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of issued by the Guarantor (including any Other Debentures) that rank junior to or pari passu with the Convertible Debentures (except by conversion into or junior in right exchange of payment to the Debentures or shares of Common Stock), and (iiic) shall not make any guarantee payments with respect to any guarantee the foregoing (other than such payments under made pursuant to the Preferred Common Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingGuarantee).
Appears in 1 contract
Samples: Securities Guarantee Agreement (Frontier Insurance Group Inc)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or of premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the DebenturesDebentures (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration or a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Series B Capital Securities Guarantee or the Series A Capital Securities Guarantee, (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (f) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Series B Capital Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 16.01 of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Securities Guarantee Agreement (Premier Bancorp Inc /Pa/)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing any Event of Default under this Preferred Securities Guarantee, an event of default under the Trust Agreement or if an Extended Interest Payment Period (as defined in the Indenture) has been declared and is in effect, then the Guarantor shall not, and shall not allow any of its subsidiaries to (ia) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any capital stock of the Guarantor's capital stock (which includes common and preferred stock) Guarantor or any subsidiary of the Guarantor (other than (aA) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) or any declaration of a non-cash dividend in connection with the implementation of a stockholders' shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (eB) purchases of common stock of the Guarantor related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its the directors, officers or employees of the Guarantor or any of the Guarantor's dividend reinvestment plansits subsidiaries, or (C) as a result of a reclassification of its capital stock for another class of its capital stock), ; and (iib) make any payment of interest, principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities issued by the Guarantor or any subsidiary of the Guarantor (including any Other Debentures) that which rank pari passu with or junior in right of payment interest to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under by the Preferred Securities Guarantee Guarantor or the Common Guarantee) by any subsidiary of the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment interest to the Debentures; provided, if at such time (i) there shall have occurred any event of which however, that notwithstanding the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trusteeforegoing, the Guarantor shall be in default with respect may make payments pursuant to its payment of any obligations under this Preferred Securities Guarantee Guarantee; or (iiic) the Guarantor shall have given notice of its election redeem, purchase or acquire less than all of the exercise of its right to extend the interest payment period pursuant to Article IV outstanding Debentures or any of the First Supplemental Indenture to the Indenture and any such extension shall be continuingPreferred Securities.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Taylor Capital Group Inc)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or interest or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the DebenturesDebentures (other than (a) dividends or distributions in shares of, or options, warrants, right to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Series B Capital Securities Guarantee and the Series A Capital Securities Guarantee, (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (f) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit or compensation plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (i1) there shall have occurred any event of which the Guarantor has actual knowledge that (aA) is, is a Default or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default (each as defined in the Indenture) and (bB) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii2) if such the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Series B Capital Securities Guarantee or (iii3) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to commence an Extended Interest Payment Period as provided in the Indenture and any shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 1 contract
Samples: Sky Financial Capital Trust I
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default, (b) the dollar amount of the Guarantor’s premium volume from insurance policies in any calendar year fails to exceed 51% of the Company’s premium volume from insurance policies in the previous calendar year, (c) the Guarantor sells more than 51% of its rights to renew insurance policies in any single transaction or series of related transactions, (d) any Significant Subsidiary (as defined in Section 1-02(w) of Regulation S-X to the Securities Act (the “Significant Subsidiaries”)) of the Guarantor which is rated by A.M. Best Company, Inc. (x) receives a rating from A.M. Best Guarantor Inc. of B- or lower; or (y) submits a request to withdraw its rating by A.M Best Guarantor, Inc., (e) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (ix) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's ’s or such Affiliate’s capital stock (which includes common and preferred stock) or (other than (a) payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing; (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures; or (z) enter into any contracts with shareholders holding more than 10% of the outstanding shares of, or options, warrants, rights to subscribe for or purchase shares of, of common stock of the GuarantorCompany (other than, with respect to clauses (x) and (y) above, (bi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any declaration Subsidiary of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Guarantor or of such plan Subsidiary (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the futureoccurrence of the Event of Default, Declaration Event of Default or the redemption or repurchase of any such rights pursuant theretoExtension Period, as applicable, (cii) as a result of a reclassification any exchange or conversion of one any class or series of the Guarantor's ’s capital stock solely into another (or any capital stock of a Subsidiary of the Guarantor) for any class or series of the Guarantor's ’s capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary’s capital stock) or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock (or in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary’s indebtedness for any class or series of such Subsidiary’s capital stock), (diii) the purchase of fractional interests in shares of the Guarantor's ’s capital stock resulting from such (or the capital stock of a reclassification or Subsidiary of the Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any security convertible into declaration of a dividend in connection with any stockholders’ rights plan, or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common rights, stock or rights other property under any stockholders’ rights plan, or the redemption or repurchase of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans)rights pursuant thereto, (iiv) make any payment dividend in the form of principal ofstock, warrants, options or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of other rights where the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee dividend stock or the Common Guarantee) by stock issuable upon exercise of such warrants, options or other rights is the Guarantor of same stock as that on which the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in right lieu of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) isfractional shares issued in connection therewith, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (bvi) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations payments under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingGuarantee).
Appears in 1 contract
Samples: Guarantee Agreement (Universal American Financial Corp)
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration, then (a) the Guarantor shall not (i) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (ai) dividends purchases or distributions in acquisitions of shares of, or options, warrants, rights to subscribe for or purchase shares of, of its common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation satisfaction by the Guarantor of a stockholders' rights plan, its obligations under any employee benefit plans or the issuance satisfaction by the Guarantor of stock under its obligations pursuant to any such plan in contract or security requiring the future, or the redemption or repurchase Guarantor to purchase shares of any such rights pursuant theretoits common stock, (cii) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock solely into for another class or series of the Guarantor's its capital stock, (diii) the purchase of fractional interests in shares of the Guarantor's its capital stock resulting from such a reclassification or pursuant to an acquisition, the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of exchanged, and (iv) redemptions or purchases pursuant to the Guarantor's capital stockRights Agreement, dated August 7, 1995, between the Guarantor and The Bank of New York (eas successor to AmSouth Bank) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans)as Rights Agent, (iib) the Guarantor shall not make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of (including guarantees) issued by the Guarantor (including any Other Debentures) that which rank pari passu with or junior in right of payment to the Debentures or and (iiic) the Guarantor shall not make any guarantee payments with respect to any guarantee the foregoing (other than payments under pursuant to the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor , dated as of the debt securities of any subsidiary September 25, 2002 of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under the 7-1/4% Trust Originated Preferred Securities, this Agreement, the Preferred Securities Guarantee, dated as of April 29, 1997 and the Common Securities Guarantee or (iii) the Guarantor shall have given notice dated as of its election April 29, 1997 of the exercise Company with respect to the 8-1/4% Trust Originated Preferred Securities, Series B of its right to extend PLC Capital Trust I and the interest payment period pursuant to Article IV Preferred Securities Guarantee, dated August 22, 2001 and the Common Securities Guarantee dated as of August 22, 2001 of the First Supplemental Indenture Company with respect to the Indenture and any such extension shall be continuing7-1/2% Trust Originated Preferred Securities Series D of PLC Capital Trust III).
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Protective Life Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (e) purchases of the Guarantor's common stock related to the issuance of the Guarantor's common stock or rights under any of the Guarantor's benefit plans for its directors, officers or officers, employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, Debentures if at any such time (i1) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be constitute an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii2) if an Indenture Event of Default shall have occurred and be continuing, (3) such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii4) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 15.6 of the First Supplemental Indenture to the Indenture and or any such extension period shall have commenced and be continuing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Halliburton Capital Trust I)
Limitation of Transactions. So long as any Series G Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Indenture Event of Default or (c) the Guarantor has exercised its option to defer interest payments on the Series G Debentures by extending the interest payment period and such period or extension thereof shall be continuing, then the Guarantor shall not (i) declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of its capital stock (other than (A) purchases or acquisitions of shares of Guarantor's common stock (including, without limitation, all classes of common stock now or hereafter issued) in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior to the Series G Debentures), (B) the issuance of capital stock in connection with a recapitalization or a reclassification of the Guarantor's capital stock (which includes common and preferred stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, exchange or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, in each case by merger or otherwise, or (dC) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansexchanged), (ii) make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of issued by the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Series G Debentures or (iii) make any guarantee payments with respect to any guarantee the foregoing (other than payments under the pursuant to this Series G Preferred Securities Guarantee or the Common Guarantee) by ). In addition, so long as any Series G Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the debt securities of outstanding Series G Common Securities to be transferred; provided that any subsidiary permitted successor of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment under the Indenture may succeed to the Debentures, if at such time (i) there shall have occurred any event Guarantor's ownership of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default Series G Common Securities and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such will not take any action which would cause the Series G Trust to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Series G Debentures are held by as provided in the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingSeries G Declaration.
Appears in 1 contract
Samples: Securities Guarantee Agreement (General Motors Corp)
Limitation of Transactions. So long as any Preferred Series B Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common common, preferred and preferred preference stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal ofprincipal, interest, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the DebenturesDebentures (other than (a) dividends or distributions in shares of or options, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Capital Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock or pursuant to an acquisition in which fractional shares of the Guarantor's capital stock would otherwise be issued, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (f) purchases of common stock related to the issuance of common stock or rights under any benefit plan for directors, officers, agents or employees of the Guarantor or its subsidiaries or any of the Guarantor's dividend reinvestment or director, officer, agent or employee stock purchase plans), if at such time (i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, or would occur upon the taking of any action specified in clauses (i) through (iii) above, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default (as defined in the Indenture) and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (iiiii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Capital Securities Guarantee or (iiiiv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 16.01 of the First Supplemental Indenture or with respect to any Other Debentures of the Indenture Guarantor and any such extension shall be continuing.
Appears in 1 contract
Samples: Securities Guarantee Agreement (Equitable of Iowa Companies Capital Trust Ii)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such period or extension thereof shall be continuing, (ii) there shall have occurred any Event of Default or (iii) there shall have occurred and be continuing any event that is or, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default, then the Guarantor shall not, and shall not allow any of its subsidiaries (iother than, in the case of clause (a) only, its wholly owned subsidiaries) to (a) declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, any of the Guarantor's its capital stock stock, except for (which includes common and preferred stock) or (other than (ai) dividends or distributions in shares ofof Guarantor common stock on Guarantor common stock or its preferred stock, (ii) purchases or optionsacquisitions of shares of Guarantor common stock made in connection with any employee benefit plan of the Guarantor or any of its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Guarantor or its subsidiaries entered into in the ordinary course of business, warrantsprovided that such repurchases by the Guarantor and its subsidiaries made from officers or employees of the Guarantor or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, rights to subscribe for (iii) conversions or purchase shares of, exchanges of Guarantor common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series into its common stock of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (div) the purchase purchases of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers securities being converted or employees or any of the Guarantor's dividend reinvestment plans)exchanged, (iib) make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu junior to or PARI PASSU with or junior in right of payment to the Debentures or and (iiic) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingforegoing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Vanstar Financing Trust)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities issued by the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (iiplan) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default (as defined in the Indenture) and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (iiiii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Series A Capital Securities Guarantee or (iiiiv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 16.01 of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Guarantee Agreement (First Commonwealth Financial Corp /Pa/)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not if (i) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such period or extension thereof, shall be continuing, (ii) there shall have occurred any Event of Default or (iii) there shall have occurred and be continuing any event that, with the giving of notice or the lapse of time or both, would constitute an event of default under the Declaration, then the Guarantor (a) shall not declare or pay any dividends or on, make distributions onwith respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock, (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank PARI PASSU with or junior in interest to the Debentures and (c) shall not make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks PARI PASSU with or junior in interest to the Debentures (other than (i) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock; (which includes common and preferred ii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for the Guarantor's capital stock; (iii) or (other than (a) the payment of dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, ; (biv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (cv) as a result of a reclassification of one class or series payments under this Preferred Securities Guarantee and the Common Securities Guarantee; (vi) purchases of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of the Guarantor's common stock or rights under any of the Guarantor's benefit plans for its the Guarantor's directors, officers or employees employees; or any of the Guarantor's dividend reinvestment plans), (iivii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities obligations of the Guarantor (including under any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default dividend reinvestment and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingstock purchase plans).
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Viatel Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default under this Preferred Securities Guarantee, an event of default under the Trust Agreement or during an Extended Interest Payment Period (as defined in the Indenture), then (a) the Guarantor shall not (i) declare or pay pay, and shall not allow any dividends of its Subsidiaries to declare or pay, any dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (aA) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor or any Subsidiary of the Guarantor, (b) or any declaration of a non-cash dividend in connection with the implementation of a stockholders' shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cB) purchases of common stock of the Guarantor related to the rights under any benefit plans for its directors, officers or employees, (C) as a result of a reclassification of one class or series of the Guarantor's its capital stock solely into another class or series of the Guarantor's its capital stock, or (dD) payments of dividends or distributions to the Guarantor); (b) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stockGuarantor shall not make, and (e) purchases of common stock related to the issuance of common stock or rights under shall not allow any of the Guarantor's benefit plans for its directorsSubsidiaries to make, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of interest, principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of issued by the Guarantor (including any Other Debentures) that which rank pari passu with or junior in right of payment to the Debentures of such series or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment interest to the DebenturesDebentures of such series; provided, if at such time (i) there shall have occurred any event of which however, that notwithstanding the foregoing the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default may make payments pursuant to its obligations under this Guarantee; and (bc) in respect of which the Guarantor shall not have taken reasonable steps to cureredeem, (ii) if purchase or acquire less than all of the outstanding Debentures of such Debentures are held by series or any of the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right relating to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingTrust.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (First Merchants Corp)
Limitation of Transactions. So long If (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1 and the Extended Interest Payment Period is continuing, or (ii) there shall have occurred any Event of Default, as defined in the Indenture, or (iii) there shall have occurred any Event of Default, as defined in the Preferred Securities remain outstandingGuarantee, then (a) neither the Company nor the Guarantor shall not (i) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or make any guarantee payments with respect thereto (other than (a1) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants, rights to subscribe for or purchase shares of, common of capital stock of the Guarantor, (b) any declaration of a dividend Company in connection with the implementation satisfaction by the Company of a stockholders' rights plan, or the issuance of stock its obligations under any such plan in employee benefit plans or any other contractual obligation of the future, Company (other than a contractual obligation ranking pari passu with or junior to the redemption or repurchase of any such rights pursuant theretoDebentures), (c2) as a result of a reclassification of the Company's or the Guarantor's capital stock or the exchange or conversion of one class or series of the Company's or the Guarantor's capital stock solely into for another class or series of the Company's or the Guarantor's capital stock, (d3) the purchase of fractional interests in shares of the Company's or the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares exchanged or (4) dividends or distributions made on the capital stock of the Company or the Guarantor or rights to acquire that capital stock with the Company's or the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or the rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansto acquire that capital stock), (iib) the Company and the Guarantor shall not make any payment of interest, principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of issued by the Company or the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or and (iiic) the Company and the Guarantor shall not make any guarantee payments with respect to any guarantee the foregoing (other than payments under pursuant to the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing).
Appears in 1 contract
Samples: Municipal Mortgage & Equity LLC
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations under this Common Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (ia) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, or make a any liquidation payment with respect to, any of its Capital Stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor's capital stock (which includes common and preferred stock) Guarantor that rank pari passu with or junior in interest to the Debentures or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debentures (other than (ai) as a result of a reclassification of the Capital Stock of the Guarantor or the exchange or conversion of one class or series of the Capital Stock of the Guarantor for another class or series of the Capital Stock of the Guarantor, (ii) the purchase of fractional interests in shares of the Capital Stock of the Guarantor pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted into or exchanged for such Capital Stock, (iii) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock Common Shares of the Guarantor, (biv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock shares under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cv) as a result of a reclassification of one class or series of payments under the Guarantor's capital stock solely into another class or series of the Guarantor's capital stockCommon Securities Guarantee and Preferred Securities Guarantee, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (evi) purchases of common stock Common Shares of the Guarantor related to the issuance of common stock Common Shares of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees or and (vii) obligations under any of the Guarantor's dividend reinvestment and stock purchase plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Capital Trust)
Limitation of Transactions. So If (i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing (other than solely an Event of Default as described in Section 5.1(c) of the Indenture), (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Event of Default (as defined in the Indenture), other than solely an Event of Default as described in Section 5.1(c) of the Indenture, and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (iii) in the event the Debentures are held by the Property Trustee and the Guarantor shall be in default with respect to its payment of any obligations under this Capital Securities Guarantee or (iv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.1 of the Indenture and any such extension shall be continuing, then, in each such case, so long as any Preferred Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures, other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingemployees.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Life Financial Capital Trust)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the The Guarantor covenants and agrees that it shall not (ia) declare or pay any dividends or distributions on, or redeem, redeem purchase, acquire, acquire or make a liquidation payment with respect to, any shares of the Guarantor's capital stock of the Guarantor or (which includes common and preferred stockb) make any payment of principal of or any interest or premium on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debt Securities (other than (ai) dividends repurchases, redemptions or distributions other acquisitions of shares of capital stock of the Guarantor in shares ofconnection with any employment contract, benefit plan or optionsother similar arrangement with or for the benefit of any one or more employees, warrantsofficers, rights directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 16 20 capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to subscribe the applicable Extension Period, (ii) as a result of an exchange or conversion of any class or series of the capital stock of the Guarantor (or any capital stock of a Subsidiary of the Guarantor), for any class or purchase shares of, common series of the capital stock of the Guarantor or of any class or series of the indebtedness of the Guarantor for any class or series of the capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (diii) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any security convertible into or exchangeable for shares declaration of the Guarantor's capital stocka dividend in connection with any Rights Plan, and (e) purchases of common stock related to the issuance of common rights, stock or rights other property under any Rights Plan or the redemption or repurchase of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures rights pursuant thereto or (iiiv) make any guarantee payments with respect to any guarantee (dividend in the form of stock, warrants, options or other than payments under rights where the Preferred Securities Guarantee dividend stock or the Common Guarantee) by stock issuable upon exercise of such warrants, options or other rights is the Guarantor of same stock as that on which the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee dividend is being paid or ranks pari passu with or junior in right of payment to the Debenturessuch stock), if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of to begin an Extension Period with respect to the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to Debt Securities as may be provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any such extension thereof, shall be continuing.
Appears in 1 contract
Samples: Pd Capital Trust Ii
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (ix) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's ’s or such Affiliate’s capital stock (which includes common and preferred stock) or (other than (a) payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor or by the Guarantor to the Parent Guarantor) or make any guarantee payments with respect to the foregoing; or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of, or options, warrants, rights to subscribe for or purchase shares of, common of capital stock of the GuarantorGuarantor or any Subsidiary of the Guarantor in connection with any employment contract, (b) any declaration benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Guarantor or of such plan Subsidiary (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the futureoccurrence of the Event of Default, Declaration Event of Default or the redemption or repurchase of any such rights pursuant theretoExtension Period, as applicable, (cii) as a result of a reclassification any exchange or conversion of one any class or series of the Guarantor's ’s capital stock solely into another (or any capital stock of a Subsidiary of the Guarantor) for any class or series of the Guarantor's ’s capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary’s capital stock) or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock (or in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary’s indebtedness for any class or series of such Subsidiary’s capital stock), (diii) the purchase of fractional interests in shares of the Guarantor's ’s capital stock resulting from such (or the capital stock of a reclassification or Subsidiary of the Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any security convertible into declaration of a dividend in connection with any stockholders’ rights plan, or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common rights, stock or rights other property under any stockholders’ rights plan, or the redemption or repurchase of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans)rights pursuant thereto, (iiv) make any payment dividend in the form of principal ofstock, warrants, options or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of other rights where the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee dividend stock or the Common Guarantee) by stock issuable upon exercise of such warrants, options or other rights is the Guarantor of same stock as that on which the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in right lieu of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) isfractional shares issued in connection therewith, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (bvi) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations payments under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingGuarantee).
Appears in 1 contract
Samples: Guarantee Agreement (American Safety Insurance Holdings LTD)
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, or (ii) there shall have occurred an event of default under the Indenture that has not been cured or waived, then the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeemprepay, purchase, acquire, acquire or make a liquidation payment with respect to, any shares of the Guarantor's capital stock stock, (which includes common and preferred stockii) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with, or junior in right of payment to, the Debentures or (iii) make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with, or junior in right of payment to, the Debentures (other than (a) dividends dividends, distributions, redemptions, purchases or distributions in shares of, acquisitions made by the Guarantor by way of issuance of its capital stock (or options, warrants, warrants or other rights to subscribe for or purchase shares of, common stock of the Guarantortherefor), (b) any declaration of a dividend in connection with the implementation of a stockholdersshareholders' rights plan, or the issuance of stock under any such shareholders' rights plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result payments under the Preferred Securities Guarantee or Common Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the GuarantorCompany's capital stock, (de) the purchase of fractional interests in shares of the GuarantorCompany's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or and (g) obligations under any of the Guarantor's dividend reinvestment or stock purchase plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Suntrust Banks Inc)
Limitation of Transactions. So long If the Company shall exercise its right to defer payment of interest as any Preferred Securities remain outstandingprovided in Section 4.1 and the Extended Interest Payment Period is continuing, then (a) neither the Company nor the Guarantor shall not (i) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (a1) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants, rights to subscribe for or purchase shares of, common of capital stock of the Company or the Guarantor, (b) any declaration of a dividend as the case may be, in connection with the implementation of a stockholders' rights plan, satisfaction by the Company or the issuance Guarantor, as the case may be, of stock its obligations under any such plan employee benefit plans or any other contractual obligation of the Company or the Guarantor, as the case may be, (other than a contractual obligation ranking pari passu with or junior to the Debentures or the Debenture Guarantee, in the future, respective cases of the Company or the redemption or repurchase of any such rights pursuant theretoGuarantor), (c2) as a result of a reclassification of the Company's or the Guarantor's capital stock, as the case may be, or the exchange or conversion of one class or series of the Company's or the Guarantor's capital stock solely into stock, as the case may be, for another class or series of the Company's or the Guarantor's capital stock, as the case may be, or (d3) the purchase of fractional interests in shares of the Company's or the Guarantor's capital stock resulting from such a reclassification or stock, as the case may be, pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansexchanged), (iib) neither the Company nor the Guarantor shall make any payment of interest, principal of, or premium, if any, or interest premium on, or repay, repurchase or redeem any debt securities of issued by the Guarantor (including any Other Debentures) Company or the Guarantor, as the case may be, that rank pari passu with or junior in right of payment to the Debentures or the Debenture Guarantee, in the respective cases of the Company or the Guarantor and (iiic) neither the Company nor the Guarantor shall make any guarantee payments with respect to any guarantee the foregoing (other than payments under pursuant to the Preferred Securities Guarantee or the Common Debenture Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing).
Appears in 1 contract
Samples: First Supplemental Indenture (Countrywide Financial Corp)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred and be continuing any Guarantee Event of Default or any Declaration Event of Default, then (a) the Guarantor shall not (i) declare or pay any dividends dividend on, or make any distributions onwith respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock (other than (A) (i) purchases or acquisitions of shares of the Guarantor's capital stock (which includes common and preferred or capital stock equivalents) in connection with the satisfaction by the Guarantor of its obligations under any officers, directors or employee benefit plans (or any options or other instruments issued thereunder), (ii) as a result of a reclassification, combination or subdivision of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock) or , (other than (aiii) dividends or distributions in of shares of, or options, warrants, rights to subscribe for or purchase shares of, of common stock of the Guarantor, (biv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or any security being converted or exchanged into such capital stock or (v) any declaration dividend or distribution of a dividend capital stock (or capital stock equivalents) in connection with the implementation of a stockholders' , rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, or (cB) as a result of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant guarantee payments made with respect to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansforegoing), (iib) the Guarantor shall not make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of issued by the Guarantor (including any Other Debentures) that which rank pari passu with or junior in right of payment to the Debentures or and (iiic) the Guarantor shall not make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks that rank pari passu with or junior in right of payment to the Debentures, if at such time Debentures (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps other than pursuant to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Capital Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingCommon Securities Guarantee Agreement).
Appears in 1 contract
Samples: Securities Guarantee Agreement (Bay View Capital I)
Limitation of Transactions. So long as any Preferred Securities remain ----------- -------------------------- outstanding, if (a) there shall have occurred a Trust Enforcement Event, (b) there shall have occurred a Guarantee Event of Default or (c) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the Debentures and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, then the Guarantor shall not and, to the extent applicable, shall not permit any subsidiary of the Guarantor to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, of or interest or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment interest to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment interest to the DebenturesDebentures (other than (A) dividends or distributions in Common Stock of the Guarantor, if at such time (iB) there shall have occurred any event declaration of which a dividend in connection with the Guarantor has actual knowledge that (a) isimplementation of a rights plan, or with the giving issuance of notice stock under any such plan or the lapse redemption or repurchase of timeany such rights pursuant thereto, (C) as a result of an exchange or bothconversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, would be an Indenture Event of Default (D) payments under this Guarantee and (bE) purchases, repurchases, redemptions or other acquisitions of shares of Common Stock in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default connection with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of Guarantor's benefits plans for its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingdirectors, officers or employees).
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's ’s capital stock (which includes common and preferred stock), (ii) make any payment of principal of or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' ’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result payments under the Capital Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's ’s capital stock, (de) the purchase of fractional interests in shares of the Guarantor's ’s capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stock, exchanged and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's ’s benefit plans for its directors, officers or employees or any of the Guarantor's ’s dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Capital Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 16.01 of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Pennsylvania Commerce Bancorp Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (ia) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, or make a any liquidation payment with respect to, any of the Guarantor's its capital stock or (which includes common and preferred stockb) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the Debentures or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debentures (other than (ai) dividends as a result of a reclassification of the capital stock of the Guarantor or distributions in shares of, the exchange or options, warrants, rights to subscribe conversion of one class or series of the capital stock of the Guarantor for another class or purchase shares of, common series of the capital stock of the Guarantor, (bii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cv) as a result of a reclassification of one class or series of payments under the Guarantor's capital stock solely into another class or series of the Guarantor's capital stockGuarantee and Common Securities Guarantee, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (evi) purchases of common stock Common Stock of the Guarantor related to the issuance of common stock Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees or and (vii) obligations under any of the Guarantor's dividend reinvestment and stock purchase plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (McKesson Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred and be continuing an Event of Default or an event of default under the Declaration, then (a) the Guarantor shall not (i) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (ai) dividends purchases or distributions in acquisitions of shares of, or options, warrants, rights to subscribe for or purchase shares of, of its common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation satisfaction by the Guarantor of a stockholders' rights plan, its obligations under any employee benefit plans or the issuance satisfaction by the Guarantor of stock under its obligations pursuant to any such plan in contract or security requiring the future, or the redemption or repurchase Guarantor to purchase shares of any such rights pursuant theretoits common stock, (cii) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock solely into for another class or series of the Guarantor's its capital stock, (diii) the purchase of fractional interests in shares of the Guarantor's its capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of exchanged, and (iv) redemptions or purchases pursuant to the Guarantor's capital stockRights Agreement, dated August 7, 1995, between the Guarantor and The Bank of New York (eas successor to AmSouth Bank) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans)as Rights Agent, (iib) the Guarantor shall not make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of (including guarantees) issued by the Guarantor (including any Other Debentures) that which rank pari passu with or junior in right of payment to the Debentures or and (iiic) the Guarantor shall not make any guarantee payments with respect to any guarantee the foregoing (other than payments under pursuant to this Agreement, the Common Securities Guarantee, dated as of September 25, 2002 of the Guarantor with respect to the 7-1/4% Trust Originated Common Securities of the Trust, the Preferred Securities Guarantee or dated as of April 29, 1997 and the Common Securities Guarantee) by the Guarantor , dated as of the debt securities of any subsidiary April 29, 1997 of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment the 8-1/4% Trust Originated Preferred Securities, Series B of any obligations under this PLC Capital Trust I and the Preferred Securities Guarantee, dated August 22, 2001 and the Common Securities Guarantee or (iii) the Guarantor shall have given notice dated as of its election August 22, 2001 of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture Company with respect to the Indenture and any such extension shall be continuing7-1/2% Trust Originated Preferred Securities Series D of PLC Capital Trust III).
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Protective Life Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Second Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Sterling Bancshares Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common outstanding and preferred stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Guaranty or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 16.01 of the First Supplemental Indenture to the Indenture and any such extension shall be continuing, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on, or repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Preferred Securities Guaranty, (d) as a result of a reclassification of the Guarantor’s capital stock or the exchange or the conversion of one class or series of the Guarantor’s capital stock for another class or series of the Guarantor’s capital stock, (e) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (f) purchases or issuances of common stock in connection with any of the Guarantor’s stock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of the Guarantor’s dividend reinvestment plans, in each case as now existing or hereafter established or amended). Notwithstanding anything herein to the contrary, in no event shall this provision be deemed to limit the Guarontor from issuing shares of its common stock to any Person whether in a public or private transaction.
Appears in 1 contract
Samples: Preferred Securities Guaranty Agreement (ServisFirst Bancshares, Inc.)
Limitation of Transactions. So long as any Preferred Securities HITS remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder; (ii) there shall have occurred any Event of Default or Nonpayment under the Indenture (as defined therein) or during an Extension Period (as defined in the Thirteenth Supplemental Indenture); (iii) the Guarantor shall be in default with respect to the payment of any interest upon any HITS when it becomes due and payable; or (iv) the Guarantor shall be in default with respect to the payment of any principal of (or premium, if any, on) any HITS as and when the same shall become due and payable, then (a) the Guarantor shall not (i) declare or pay any dividends dividend on, or make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (ai) dividends purchases or distributions in acquisitions of shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend ’s common stock in connection with the implementation satisfaction by the Guarantor of a stockholders' rights plan, or the issuance of stock its obligations under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoemployee benefit plans, (cii) as a result of a reclassification of the Guarantor’s capital stock or the exchange or conversion of one class or series of the Guarantor's ’s capital stock solely into for another class or series of the Guarantor's ’s capital stock, (diii) the purchase of fractional interests in shares of the Guarantor's ’s capital stock resulting from such a reclassification or pursuant to an acquisition or the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stockGuarantor or the security being converted or exchanged, and or (eiv) purchases of common stock related to payment by the issuance of common stock or rights Guarantor under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansthis HITS Guarantee Agreement), (iib) the Guarantor shall not make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of (including guarantees) issued by the Guarantor (including any Other Debentures) that which rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default Notes and (bc) in respect of which the Guarantor shall not have taken reasonable steps make any payment under any guarantee that ranks equally with or junior to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities HITS Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingAgreement.
Appears in 1 contract
Samples: Hits Guarantee Agreement (Bank of America Corp /De/)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default that has not been cured or waived, then the Guarantor shall not and it shall not permit any subsidiary to, (i) declare or pay any dividends or distributions on, or redeemprepay, purchase, acquire, acquire or make a liquidation payment with respect to, any shares of the Guarantor's capital stock stock, (which includes common and preferred stockii) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with, or junior in right of payment to, the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with, or junior in right of payment to, the Debentures (other than (a) dividends dividends, distributions, redemptions, purchases or distributions in shares of, acquisitions made by the Guarantor by way of issuance of its capital stock (or options, warrants, warrants or other rights to subscribe for or purchase shares of, common stock of the Guarantortherefor), (b) any declaration of a dividend in connection with the implementation of a stockholdersshareholders' rights plan, or the issuance of stock under any such shareholders' rights plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result payments under this Preferred Securities Guarantee or the Common Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the GuarantorCompany's capital stock, (de) the purchase of fractional interests in shares of the GuarantorCompany's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stock, exchanged and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.issuance
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Suntrust Capital Ii)
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations under this Amended and Restated Common Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Amended and Restated Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Amended and Restated Declaration, then the Guarantor shall not (ia) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, or make a any liquidation payment with respect to, any of its Capital Stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor's capital stock (which includes common and preferred stock) Guarantor that rank pari passu with or junior in interest to the Debentures of any series or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debentures of any series (other than (ai) dividends as a result of a reclassification of the Capital Stock of the Guarantor or distributions in shares of, the exchange or options, warrants, rights to subscribe conversion of one class or series of the Capital Stock of the Guarantor for another class or purchase shares of, common stock series of the Capital Stock of the Guarantor, (bii) the purchase of fractional interests in shares of the Capital Stock of the Guarantor pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted into or exchanged for such Capital Stock, (iii) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, plan effecting a "poison pill," or the issuance of stock Capital Stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cv) as a result of a reclassification of one class or series of payments under this Amended and Restated Common Securities Guarantee and the Guarantor's capital stock solely into another class or series of the Guarantor's capital stockConvertible Preferred Securities Guarantee, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (evi) purchases of common stock shares of Common Stock related to the issuance of common stock Common Stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or and (vii) obligations under any of the Guarantor's dividend reinvestment and stock purchase plans). For avoidance of doubt, (ii) make any payment the provisions of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities this Section shall not impair the ability of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right to subdivide its Common Stock into a greater number of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingshares.
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Capital Trust Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock), (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in right of payment to the Notes or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any subsidiary of the Guarantor if such guarantee ranks pari passu or junior in right of payment to the Notes (other than in the case of clauses (i), (ii) and (iii), (a) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Guarantee Agreement, (d) as a result of a reclassification of the Guarantor's capital stock solely into shares of one or more classes or series of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares exchanged and (f) purchases of the Guarantor's capital stock, and (e) purchases of common stock in connection with the satisfaction by the Guarantor of its obligations (including purchases related to the issuance of such common stock or rights rights) under any of the Guarantor's benefit plans for its and its subsidiaries' directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (ix) there an Event of Default, or an "Event of Default" as defined in the Indenture, shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would and be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee continuing or (iiiy) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 2.8 of the First Fourth Supplemental Indenture to the Indenture and any such extension shall be continuinghave commenced and not yet terminated.
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding or, if the Debentures have been distributed to the Holders of Capital Securities, so long as any Debentures remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the dollar amount of the Guarantor’s premium volume from insurance policies in any calendar year fails to exceed 51% of the Guarantor’s premium volume from insurance policies in the previous calendar year, (c) the Guarantor sells more than 51% of its rights to renew insurance policies in any single transaction or series of related transactions, (d) any Significant Subsidiary (as defined in Section 1-02(w) of Regulation S-X to the Securities Act (the “Significant Subsidiaries”)) of the Guarantor which is rated by A.M. Best Company, Inc. (x) receives a rating from A.M. Best Company, Inc. of B- or lower; or (y) submits a request to withdraw its rating by A.M. Best Company, Inc., (e) the Company shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (ix) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's ’s or such Affiliate’s capital stock (which includes common and preferred stock) or (other than (a) payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing; (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures; or (z) enter into any contracts with shareholders holding more than 10% of the outstanding shares of, or options, warrants, rights to subscribe for or purchase shares of, of common stock of the GuarantorGuarantor that could require cash payments by the Guarantor to such shareholder (other than, with respect to clauses (x) and (y) above, (bi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any declaration Subsidiary of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Guarantor or of such plan Subsidiary (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the futureoccurrence of the Event of Default, Declaration Event of Default or the redemption or repurchase of any such rights pursuant theretoExtension Period, as applicable, (cii) as a result of a reclassification any exchange or conversion of one any class or series of the Guarantor's ’s capital stock solely into another (or any capital stock of a Subsidiary of the Guarantor) for any class or series of the Guarantor's ’s capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary’s capital stock) or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock (or in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary’s indebtedness for any class or series of such Subsidiary’s capital stock), (diii) the purchase of fractional interests in shares of the Guarantor's ’s capital stock resulting from such (or the capital stock of a reclassification or Subsidiary of the Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any security convertible into declaration of a dividend in connection with any stockholders’ rights plan, or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common rights, stock or rights other property under any stockholders’ rights plan, or the redemption or repurchase of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans)rights pursuant thereto, (iiv) make any payment dividend in the form of principal ofstock, warrants, options or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of other rights where the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee dividend stock or the Common Guarantee) by stock issuable upon exercise of such warrants, options or other rights is the Guarantor of same stock as that on which the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in right lieu of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) isfractional shares issued in connection therewith, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (bvi) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations payments under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingGuarantee).
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation liqui- dation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Guaran- tor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (in- cluding Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests inter- ests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment rein- vestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Capital Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 16.01 of the First Supplemental Indenture to the Indenture and any such extension shall be continuingcontinu- ing.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Bankboston Capital Trust Iii)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred a Guarantee Event of Default or an Event of Default, then (a) the Guarantor shall not (i) declare or pay any dividends dividend on, or distributions onmake any distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment any distribution with respect to, any of its capital stock and (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor which rank pari passu with or junior to the Subordinated Notes; provided, that, the foregoing restrictions in this Section 6.1 shall not apply to any (a) stock dividends paid by the Guarantor's capital , or any of its subsidiaries, where the dividend stock is the same stock as that on which the dividend is being paid, (which includes common and preferred stock) or (other than (ab) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe subscriber for or purchase shares of, common stock of the Guarantor, (bc) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cd) payments under the Guarantee Agreement, (e) as a result of a reclassification of the Guarantor's capital stock solely into shares of one class or more classes or series of the Guarantor's capital stock solely into another or the exchange or the conversion of one class or series of the Guarantor's capital stock, (df) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares exchanged, and (g) purchases of the Guarantor's capital stock, and (e) purchases of common stock in connection with the satisfaction by the Guarantor of its obligations (including purchases related to the issuance of such common stock or rights rights) under any of the Guarantor's benefit plans for its and its subsidiaries' directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Providian Financing Iv)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an Event of Default under the Declaration and written notice of such Event of Default has been given to the Guarantor, then (a) the Guarantor shall not (i) declare or pay any dividends or distributions onmake any distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (ai) dividends purchases or distributions acquisitions of capital stock of the Guarantor in shares of, connection with the satisfaction by the Guarantor of its obligations under any employee or options, warrants, rights agent benefit plans or the satisfaction by the Guarantor of its obligations pursuant to subscribe for any contract or security outstanding on the date of such event requiring the Guarantor to purchase shares of, common capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (diii) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares exchanged, (iv) dividends or distributions in capital stock of the Guarantor's Guarantor (or rights to acquire capital stock, and ) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock or (ev) redemptions or purchases of common stock related to the issuance of common stock or any rights outstanding under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansa shareholder rights plan ), (iib) the Guarantor shall not make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of issued by the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures (to the extent appropriate notice has been given to the holders thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the agreements governing such debt), and (iiic) the Guarantor shall not make any guarantee payments with respect to any guarantee the foregoing (other than payments pursuant to the Guarantee) to the extent appropriate notice has been given to the beneficiaries thereof effectively blocking such payment or to the extent the failure to make any such payment is otherwise authorized under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if agreements governing such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingpayments.
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Securities -------------------------- remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (ia) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, or make a any liquidation payment with respect to, any of the Guarantor's its capital stock or (which includes common and preferred stockb) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank PARI PASSU with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks PARI PASSU with or junior in interest to the Debt Securities (other than (ai) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (biv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cv) as a result of a reclassification of one class or series of payments under the Guarantor's capital stock solely into another class or series of the Guarantor's capital stockGuarantee and Common Securities Guarantee, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (evi) purchases of common stock of the Guarantor related to the issuance of common stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees or and (vii) obligations under any of the Guarantor's dividend reinvestment and stock purchase plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Torchmark Corp)
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock), (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures (as defined in the Indenture)) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common capital stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Series A Capital Securities Guarantee or the Series B Capital Securities Guarantee, (d) as a direct result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.provisions
Appears in 1 contract
Samples: K N Capital Trust One
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (i) the Guarantors shall be in default with respect to its payment or other obligations under this Common Securities Guarantee or (ii) there shall have occurred an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (ia) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, or make a any liquidation payment with respect to, any of its Capital Stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank PARI PASSU with or junior in interest to the Guarantor's capital stock (which includes common and preferred stock) Debentures, make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities that ranks PARI PASSU with or junior in interest to this Common Securities Guarantee or make any guarantee payment with respect to Securities by WRP of the debt securities of any subsidiary of WRP if such guarantee rank PARI PASSU with or junior in interest to the Common Securities Guarantee (other than (ai) as a result of a reclassification of the Capital Stock of the Guarantors or the exchange or conversion of one class or series of the Capital Stock of the Guarantor for another class or series of the Capital Stock of the Guarantor, (ii) the purchase of fractional interests in shares of the Capital Stock of the Guarantor pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted into or exchanged for such Capital Stock, (iii) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock Common Shares of the Guarantor, (biv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock shares under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cv) as a result of a reclassification of one class or series of payments under the Guarantor's capital stock solely into another class or series of the Guarantor's capital stockGuarantee and Common Securities Guarantee, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (evi) purchases of common stock Common Shares of the Guarantor related to the issuance of common stock Common Shares or rights under any of the Guarantor's benefit plans for its directors, officers or employees or and (vii) obligations under any dividend reinvestment and stock purchase plans to issue shares other than as a result of the Guarantor's dividend reinvestment planspayment of a dividend), (ii) make any payment of principal of, in each case unless and until such default or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingbeen cured.
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Wellsford Real Properties Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not if (i) the Company has exercised its option to defer interest payments on the Convertible Debentures by extending the interest payment period and such extension shall be continuing, (ii) if there shall have occurred any Event of Default under this Preferred Securities Guarantee, or (iii) there shall have occurred and be continuing any event that, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default, then the Guarantor has agreed (a) not to declare or pay any dividends on, or distributions onmake a distribution with respect to, or redeem, purchase, acquire, purchase acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (ai) dividends purchases or distributions in acquisitions of shares of, or options, warrants, rights to subscribe for or purchase shares of, of common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation satisfaction by the Guarantor of a stockholders' rights plan, its obligations under any employee benefit plans or the issuance satisfaction by the Guarantor of stock under its obligations pursuant to any such plan in contract or security requiring the future, or the redemption or repurchase Guarantor to purchase shares of any such rights pursuant theretocommon stock, (cii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, stock or (diii) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged (or make any security convertible into or exchangeable for shares of guarantee payments with respect to the Guarantor's capital stockforegoing)), and (eb) purchases of common stock related not to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) Company that rank pari passu with or junior in right of payment to the Convertible Debentures (except by conversion into or exchange for shares of its capital stock, and (iiic) not to make any guarantee payments with respect to any guarantee the foregoing (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment pursuant to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingGuarantee).
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Central Parking Corp)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock), (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Junior Subordinated Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Junior Subordinated Debentures (other than (a) dividends or distributions in shares of, of or options, warrants, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stockstock or pursuant to an acquisition in which fractional shares of the Guarantor's capital stock would otherwise be issued, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any benefit plan for directors, officers, agents or employees of the Guarantor's benefit plans for Guarantor or its directors, officers or employees subsidiaries or any of the Guarantor's dividend reinvestment or director, officer, agent or employee stock purchase plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, or would occur upon the taking of any action specified in clauses (i) through (iii) above, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default (as defined in the Indenture) and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (iiiii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Series B Capital Securities Guarantee or (iiiiv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 16.01 of the First Supplemental Indenture or with respect to certain other debentures of the Indenture Guarantor and any such extension shall be continuing.
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, or (ii) there shall have occurred any Event of Default under the Indenture, then (a) the Guarantor shall not, and shall not allow any of its subsidiaries (iother than its wholly owned subsidiaries) to, declare or pay any dividends on, or distributions onmake a distribution with respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (ai) dividends repurchases or distributions in acquisitions of shares of, or options, warrants, rights to subscribe for or purchase shares of, of the common stock of the GuarantorGuarantor as contemplated by any employment arrangement, benefit plan or other similar contract with or for the benefit of employees, officers or directors entered into in the ordinary course of business), (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cii) as a result of a reclassification an exchange or conversion of one any class or series of the Guarantor's capital stock solely into another class or series of for the Guarantor's capital common stock, (diii) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such Guarantor capital stock or the security being converted or exchanged, or (iv) the payment of any security convertible into or exchangeable for shares of stock dividend by the Guarantor payable in the Guarantor's capital common stock) or make any guarantee payments with respect to the foregoing and (b) the Guarantor shall not, and (e) purchases of common stock related to the issuance of common stock or rights under shall not allow any of the Guarantor's benefit plans for its directorssubsidiaries to, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of issued by the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Junior Subordinated Debentures or except as (iiii) make any guarantee payments required in accordance with respect the terms thereof (including, in the case of junior debt, the subordination provisions thereof), (ii) in connection with a contemporaneous refinancing of such debt securities with the proceeds of a new issuance of debt securities which have terms and provisions no more favorable to any guarantee (other the holder than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor those of the debt securities repurchased or refinanced (iii) in connection with the contemporaneous conversion or exchange of any subsidiary such debt securities for common stock of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior Guarantor; provided, however, that in right of payment no event shall the amount to the Debentures, if at such time (i) there shall have occurred any event of which be paid by the Guarantor has actual knowledge that or any of its subsidiaries under (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) above exceed in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingaggregate $500,000 per year.
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Fremont General Corp)
Limitation of Transactions. So long as any Preferred Series G Common Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Indenture Event of Default or (c) the Guarantor has exercised its option to defer interest payments on the Series G Debentures by extending the interest payment period and such period or extension thereof shall be continuing, then the Guarantor shall not (i) declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of its capital stock (other than (A) purchases or acquisitions of shares of Guarantor's common stock (including, without limitation, all classes of common stock now or hereafter issued) in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior to the Series G Debentures), (B) the issuance of capital stock in connection with a recapitalization or a reclassification of the Guarantor's capital stock (which includes common and preferred stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, exchange or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, in each case by merger or otherwise, or (dC) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansexchanged), (ii) make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of issued by the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Series G Debentures or (iii) make any guarantee payments with respect to any guarantee the foregoing (other than payments under the Preferred pursuant to this Series G Common Securities Guarantee or the Guarantee). In addition, so long as any Series G Common Guarantee) by Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the debt securities of outstanding Series G Common Securities to be transferred, provided that any subsidiary permitted successor of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment under the Indenture may succeed to the Debentures, if at such time (i) there shall have occurred any event Guarantor's ownership of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default Series G Common Securities; and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such will not take any action which would cause the Series G Trust to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Series G Debentures are held by as provided in the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingSeries G Declaration.
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (General Motors Corp)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result payments under the Series A Capital Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Guarantor's capital stock, (e) the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (df) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (g) any security convertible into declaration or exchangeable for shares payment of a dividend on the Guarantors's Series B Preferred Stock as required under the Guarantor's Restated Certificate of Incorporation, in connection with the operation of the Guarantor's capital stock, and Employee Stock Ownership Plan (e"Plan") purchases of common stock related to or the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repayconversion, repurchase or redeem any debt securities redemption of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the such Series B Preferred Securities Guarantee or the Common Guarantee) Stock where required by the Guarantor of Plan as at the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debenturesdate hereof, if at such time (i1) there shall have occurred any and be continuing an event of which default under the Guarantor has actual knowledge that Declaration, (a2) is, or with the giving of notice or the lapse of time, or both, would there shall have occurred and be continuing an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cureDefault, (ii3) there shall have occurred and be continuing a payment default under the Declaration or the Indenture, (4) if such the Debentures are held by the Property TrusteeIssuer, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreement, or (iii5) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the an Extension Period as provided in this Indenture and shall not have rescinded such notice, and such Extension Period, or any such extension thereof, shall be continuinghave commenced.
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, or (ii) there shall have occurred an event of default under the Indenture that has not been cured or waived, then the Guarantor shall not (ia) declare or pay any dividends or distributions on, or redeemprepay, purchasepur- 8 chase, acquire, acquire or make a liquidation payment with respect to, any shares of the Guarantor's capital stock stock, (which includes common and preferred stockii) make any payment of principal of, or interest or premium, if any, on, or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with, or junior in right of payment to, the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with, or junior in right of payment to, the Debentures (other than (a) dividends dividends, distributions, redemptions, purchases or distributions in shares of, acquisitions made by the Guarantor by way of issuance of its capital stock (or options, warrants, warrants or other rights to subscribe for or purchase shares of, common stock of the Guarantortherefor), (b) any declaration of a dividend in connection with the implementation of a stockholdersshareholders' rights plan, or the issuance of stock under any such shareholders' rights plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result payments under the Preferred Securities Guarantee or Common Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the GuarantorCompany's capital stock, (de) the purchase of fractional interests in shares of the GuarantorCompany's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stock, exchanged and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Suntrust Capital Ii)
Limitation of Transactions. So long as any Preferred Series B Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities issued by the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Series B Capital Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (iiplan) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default (as defined in the Indenture) and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (iiiii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Series B Capital Securities Guarantee or (iiiiv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 16.01 of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Guarantee Agreement (First Commonwealth Financial Corp /Pa/)
Limitation of Transactions. So long as any Series __ Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Indenture Event of Default or (c) the Guarantor has exercised its option to defer interest payments on the Series __ Debentures by extending the interest payment period and such period or extension thereof shall be continuing, then the Guarantor shall not (i) declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of its capital stock (other than (A) purchases or acquisitions of shares of Guarantor's common stock (including, without limitation, all classes of common stock now or hereafter issued) in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior to the Series __ Debentures), (B) the issuance of capital stock in connection with a recapitalization or a reclassification of the Guarantor's capital stock (which includes common and preferred stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, exchange or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, in each case by merger or otherwise, or (dC) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansexchanged), (ii) make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of issued by the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Series __ Debentures or (iii) make any guarantee payments with respect to any guarantee the foregoing (other than payments under the pursuant to this Series __ Preferred Securities Guarantee or the Common Guarantee) by ). In addition, so long as any Series __ Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the debt securities of outstanding Series __ Common Securities to be transferred; provided that any subsidiary permitted successor of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment under the Indenture may succeed to the Debentures, if at such time (i) there shall have occurred any event Guarantor's ownership of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default Series __ Common Securities and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such will not take any action which would cause the Series __ Trust to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Series __ Debentures are held by as provided in the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingSeries __ Declaration.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (General Motors Capital Trust D)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (ix) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's ’s or such Affiliate’s capital stock (which includes common and preferred stock) or (other than (a) payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing; (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures; or (z) enter into, amend or modify any contract with a shareholder that directly or indirectly beneficially owns (as determined under Rule 13d-3 of the Exchange Act and which shall include securities beneficially owned by (i) all controlled Affiliates of such shareholder and (ii) all other Persons with whom such shareholder would constitute a “group” within the meaning of Section 13(d) of the Exchange Act and the rules promulgated thereunder) more than 10% of the outstanding shares of, or options, warrants, rights to subscribe for or purchase shares of, of common stock of the GuarantorGuarantor (other than, with respect to clauses (x) and (y) above, (bi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any declaration Subsidiary of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Guarantor or of such plan Subsidiary (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the futureoccurrence of the Event of Default, Declaration Event of Default or the redemption or repurchase of any such rights pursuant theretoExtension Period, as applicable, (cii) as a result of a reclassification any exchange or conversion of one any class or series of the Guarantor's ’s capital stock solely into another (or any capital stock of a Subsidiary of the Guarantor) for any class or series of the Guarantor's ’s capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary’s capital stock) or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock (or in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary’s indebtedness for any class or series of such Subsidiary’s capital stock), (diii) the purchase of fractional interests in shares of the Guarantor's ’s capital stock resulting from such (or the capital stock of a reclassification or Subsidiary of the Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any security convertible into declaration of a dividend in connection with any stockholders’ rights plan, or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common rights, stock or rights other property under any stockholders’ rights plan, or the redemption or repurchase of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans)rights pursuant thereto, (iiv) make any payment dividend in the form of principal ofstock, warrants, options or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of other rights where the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee dividend stock or the Common Guarantee) by stock issuable upon exercise of such warrants, options or other rights is the Guarantor of same stock as that on which the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in right lieu of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) isfractional shares issued in connection therewith, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (bvi) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations payments under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingGuarantee).
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock stock, (which includes common and preferred stockii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration Trust Agreement of a dividend in connection with the implementation of a stockholdersshareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Series A Capital Securities Guarantee and the Series B Capital Securities Guarantee, (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit or compensation plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (il) there shall have occurred any event of which the Guarantor has actual knowledge that (aA) is, is a Default (as defined in the Indenture) or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default (as defined in the Indenture) and (bB) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii2) if such the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Series A Capital Securities Guarantee or (iii3) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to commence an Extended Interest Payment Period as provided in the Indenture and any shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 1 contract
Samples: Greater Bay Bancorp
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, the Guarantor shall will not (i) declare or pay any dividends or distributions distribution on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, to any of the Guarantor's capital stock (which includes common and preferred stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, of interest or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures, as defined in the Indenture) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the DebenturesDebentures (other than (a) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any Trust Agreement of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Series A Capital Securities Guarantee and the Series B Capital Securities Guarantee, (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (f) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit or compensation plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (i1) there shall have occurred any event of which the Guarantor has actual knowledge that (aA) is, is a Default or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (bB) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred the Series A Capital Securities Guarantee or the Series B Capital Securities Guarantee or (iii3) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to commence an Extended Interest Payment Period as provided in the Indenture and any shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Greater Bay Bancorp)
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, the Guarantor shall will not (i) declare or pay any dividends or distributions distribution on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, to any of the Guarantor's capital stock stock, (which includes common and preferred stockii) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures, as defined in the Indenture) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees, as defined in the Indenture) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholdersshareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit or compensation plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i1) there shall have occurred any event of which the Guarantor has actual knowledge that (aA) is, or with the giving of notice or the lapse of time, or both, would be be, an Indenture Event of Default and (bB) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred the Capital Securities Guarantee or (iii3) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to commence an Extended Interest Payment Period as provided in the Indenture and any shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (GBB Capital V)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor shall not (iI) declare or pay any dividends or distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (ii) make any payment of principal of or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholdersshareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, c payments under the Series A Capital Securities Guarantee, (cd) as a result the purchase of fractional shares resulting from a reclassification of the Guarantor's capital stock, (e) the exchange or the conversion of one class class, or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, and (df) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stock, and (eexchanged) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i1) there shall have occurred any and be continuing an event of which default under the Guarantor has actual knowledge that Declaration, (a2) is, or with the giving of notice or the lapse of time, or both, would there shall have occurred and be continuing an Indenture Event of Default and (b) in respect of which under the Guarantor shall not have taken reasonable steps to cureIndenture, (ii3) there shall have occurred and be continuing a payment default under the Declaration or the Indenture, (4) if such the Debentures are held by the Property TrusteeIssuer, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreement, or (iii5) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to an Extension Period as provided in the Indenture and shall not have rescinded such notice, and such Extension Period, or any such extension thereof, shall be continuinghave commenced.
Appears in 1 contract
Samples: Securities Guarantee Agreement (Puget Sound Energy Inc)
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration, then (A) the Guarantor shall not (i) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (aI) dividends purchases or distributions in acquisitions of shares of, or options, warrants, rights to subscribe for or purchase shares of, of its common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation satisfaction by the Guarantor of a stockholders' rights plan, its obligations under any employee benefit plans or the issuance satisfaction by the Guarantor of stock under its obligations pursuant to any such plan in contract or security requiring the future, or the redemption or repurchase Guarantor to purchase shares of any such rights pursuant theretoits common stock, (cII) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of the Guarantor's its capital stock solely into for another class or series of the Guarantor's its capital stock, (dIII) the purchase of fractional interests in shares of the Guarantor's its capital stock resulting from such a reclassification or pursuant to an acquisition, the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of exchanged, and (iv) redemptions or purchases pursuant to the Guarantor's capital stockRights Agreement, dated August 7, 1995, between the Guarantor and The Bank of New York (eas successor to AmSouth Bank) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans)as Rights Agent, (iib) the Guarantor shall not make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of (including guarantees) issued by the Guarantor (including any Other Debentures) that which rank pari passu with or junior in right of payment to the Debentures or and (iiic) the Guarantor shall not make any guarantee payments with respect to any guarantee the foregoing (other than payments under pursuant to the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor , dated as of the debt securities of any subsidiary August 22, 2001 of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under the 7-1/2% Trust Originated Preferred Securities, this Agreement, the Preferred Securities Guarantee, dated as of April 29, 1997 and the Common Securities Guarantee or (iii) the Guarantor shall have given notice dated as of its election April 29, 1997 of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture Company with respect to the Indenture and any such extension shall be continuing8 1/4% Trust Originated Preferred Securities, Series B of PLC Capital Trust I).
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Protective Life Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (e) purchases of the Guarantor's common stock related to the issuance of the Guarantor's common stock or rights under any of the Guarantor's benefit plans for its directors, officers officers, employees or employees consultants or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, Debentures if at such time (i1) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be constitute an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii2) an Indenture Event of Default shall have occurred and be continuing, (3) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii4) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 2.13(a) of the First Supplemental Indenture to the Indenture and any such extension period shall be continuing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Spinnaker Exploration Co)
Limitation of Transactions. So long as any Series D Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Indenture Event of Default or (c) the Guarantor has exercised its option to defer interest payments on the Series D Debentures by extending the interest payment period and such period or extension thereof shall be continuing, then the Guarantor shall not (i) declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of its capital stock (other than (A) purchases or acquisitions of shares of Guarantor's common stock (including, without limitation, all classes of common stock now or hereafter issued) in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior to the Series D Debentures), (B) the issuance of capital stock in connection with a recapitalization or a reclassification of the Guarantor's capital stock (which includes common and preferred stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, exchange or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, in each case by merger or otherwise, or (dC) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansexchanged), (ii) make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of issued by the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Series D Debentures or (iii) make any guarantee payments with respect to any guarantee the foregoing (other than payments under the pursuant to this Series D Preferred Securities Guarantee or the Common Guarantee) by ). In addition, so long as any Series D Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the debt securities of outstanding Series D Common Securities to be transferred; provided that any subsidiary permitted successor of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment under the Indenture may succeed to the Debentures, if at such time (i) there shall have occurred any event Guarantor's ownership of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default Series D Common Securities and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such will not take any action which would cause the Series D Trust to cease to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Series D Debentures are held by as provided in the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingSeries D Declaration.
Appears in 1 contract
Samples: Securities Guarantee Agreement (General Motors Corp)
Limitation of Transactions. So long as any Preferred Series A Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock stock, (which includes common and preferred stockii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any direct or indirect subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase common shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholdersshareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Capital Securities Guarantee and the Series B Capital Securities Guarantee; (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged or pursuant to a merger, consolidation or other business combination, and (ef) purchases of common stock shares related to the issuance of common stock shares or rights under any of the Guarantor's benefit or compensation plans for its directors, officers or employees of Guarantor and its subsidiaries or any of the Guarantor's dividend reinvestment plansplan) if at the time of the action described in (i), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee above (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (il) there shall have occurred any event default of which the Guarantor has actual knowledge that (aA) is, or with the giving of notice or the lapse of time, or both, would be be, an Indenture Event of Default and (bB) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Capital Securities Guarantee or (iii3) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to commence an Extended Interest Payment Period as provided in the Indenture and any shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Peoples Bancorp Inc)
Limitation of Transactions. So long as any Preferred Exchange Capital Securities remain outstanding, if at any time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (x) is, or with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (y) in respect of which the Guarantor shall not have taken reasonable steps to cure, (iii) the Guarantor shall be in default with respect to its payment of any obligations under this Exchange Capital Securities Guarantee and the Debentures held by the Property Trustee, or (iii) the Guarantor shall have given notice of its election of the exercise of its right to defer payment of interest pursuant to Section 16.01 of the Indenture and any such extension shall be continuing, then the Guarantor shall not; (1) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, to any of the Guarantor's capital stock (which includes common and preferred stock); (2) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures; or (3) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, of common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's rights plan, or 11 14 the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Exchange Capital Securities Guarantee, (d) as a direct result of, and only to the extent necessary to avoid the issuance of fractional shares of the Guarantor's capital stock following, a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities . SECTION 6.2 Ranking This Exchange Capital Securities Guarantee will constitute an unsecured obligation of the Guarantor and will rank (including any Other Debenturesi) that rank pari passu with or subordinate and junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (all other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary liabilities of the Guarantor (including other than obligations in respect to Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure), (ii) if such Debentures are held pari passu with (A) the most senior preferred or preference stock now or hereafter issued by the Property TrusteeGuarantor, and (B) with any Other Guarantee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Old Capital Securities Guarantee or and the Common Securities Guarantee, and (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture senior to the Indenture and any such extension shall be continuing.Guarantor's common stock. ARTICLE VII
Appears in 1 contract
Samples: Trenwick Capital Trust I
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration, then (a) neither the Guarantor nor any of its subsidiaries shall not (i) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (ai) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) or any declaration of a non-cash dividend in connection with the implementation of a stockholders' shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (eii) purchases of common stock of the Guarantor related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers officers, or employees employees, (iii) as a result of a reclassification of its capital stock for another class of its capital stock, or (iv) the payment of dividends or distributions to the Guarantor or to any of the Guarantor's dividend reinvestment plansdirect or indirect subsidiaries); (b) the Guarantor shall not make, or allow any of its subsidiaries to make, (iii) make any payment of interest, principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of issued by the Guarantor (including any Other Debentures) that which rank pari passu PARI PASSU with or junior in right of payment to the Debentures or (iiiii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) or any guarantee by any of the subsidiaries of the debt securities of the Guarantor if such guarantee ranks pari passu PARI PASSU with or junior in right of payment interest to the Debentures; provided, if at such time (i) there shall have occurred any event of which however, that notwithstanding the Guarantor has actual knowledge that (a) is, or with foregoing the giving of notice or the lapse of time, or both, would be an Indenture Event of Default Company may make payments pursuant to its obligations under this Capital Securities Guarantee; and (bc) in respect of which the Guarantor shall not have taken reasonable steps to cureredeem, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee purchase or (iii) the Guarantor shall have given notice of its election acquire less than all of the exercise of its right to extend the interest payment period pursuant to Article IV outstanding Debentures or any of the First Supplemental Indenture to the Indenture and any such extension shall be continuingCapital Securities.
Appears in 1 contract
Samples: Securities Guarantee Agreement (Bremer Financial Corporation)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's ’s capital stock (which includes common and preferred stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption prepayment or repurchase of any such rights pursuant thereto, (c) payments under the Guarantee, (d) as a result of a reclassification of the Guarantor’s capital stock or the exchange or the conversion of one class or series of the Guarantor's ’s capital stock solely into for another class or series of the Guarantor's ’s capital stock, (de) the purchase of fractional interests in shares of the Guarantor's ’s capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases or issuances of common stock related to the issuance of common stock or rights under in connection with any of the Guarantor's ’s stock option, stock purchase, stock loan or other benefit plans for its directors, officers or employees or any of the Guarantor's ’s dividend reinvestment plans), in each case as now existing or hereafter established or amended) or (ii) make any payment of principal ofprincipal, interest or premium, if any, or interest on, or repay, repay or repurchase or redeem any debt securities of the Guarantor (including any Other DebenturesNotes) that rank pari passu with or junior in right of payment to the Debentures Notes or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the DebenturesNotes (other than payments under the Guarantee with respect to the Preferred Securities), if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures Notes are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 16.01 of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default hereunder, (b) there shall have occurred an Event of Default (as defined under the Indenture) or (c) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in the Indenture or any supplemental indenture to the Indenture, and such period or extension thereof shall be continuing, then (i) the Guarantor shall not (i) declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (, other than (aA) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, 's common stock; (bB) any declaration of a dividend in connection with the implementation of a any stockholders' rights planplan that we may adopt, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (cC) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, stock or (dD) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for exchanged, and (E) purchases or acquisitions of shares of Guarantor's common stock in connection with the satisfaction by the Guarantor of its obligations under any benefit plans for the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any other contractual obligation of the Guarantor's dividend reinvestment plansGuarantor (other than a contractual obligation ranking equally with or junior to the Debentures), (ii) the Guarantor shall not make any payment of interests, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of issued by the Guarantor (including any Other Debentures) that rank pari passu equally with or junior in right of payment to the Debentures or and (iii) the Guarantor shall not make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt any securities of any subsidiary of the Guarantor (including Other Guarantees) its subsidiaries if such guarantee ranks pari passu with or junior to the Debentures in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingpayment.
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (ix) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's or such Affiliate's capital stock (which includes common and preferred stock) or (other than (a) payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing; (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debentures; or (z) enter into any contracts with shareholders holding more than 10% of the outstanding shares of, or options, warrants, rights to subscribe for or purchase shares of, of common stock of the Company that could require cash payments by the Guarantor to such shareholders, unless the transaction in which such contract or amendment to or modification to such contract relates is entered into on an arm's length basis in the ordinary course of business (it being understood and agreed that for the purpose of this clause (z) a transaction shall be conducted on an arm's length basis if such contract was approved by a committee of the Guarantor's Independent Directors) (other than, with respect to clauses (x) and (y) above, (bi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any declaration Subsidiary of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholders' rights plan, or the issuance of capital stock under any of the Guarantor or of such plan Subsidiary (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the futureoccurrence of the Event of Default, Declaration Event of Default or the redemption or repurchase of any such rights pursuant theretoExtension Period, as applicable, (cii) as a result of a reclassification any exchange or conversion of one any class or series of the Guarantor's capital stock solely into another (or any capital stock of a Subsidiary of the Guarantor) for any class or series of the Guarantor's capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary's capital stock) or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock (or in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary's indebtedness for any class or series of such Subsidiary's capital stock), (diii) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such (or the capital stock of a reclassification or Subsidiary of the Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any security convertible into declaration of a dividend in connection with any stockholders' rights plan, or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common rights, stock or rights other property under any stockholders' rights plan, or the redemption or repurchase of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans)rights pursuant thereto, (iiv) make any payment dividend in the form of principal ofstock, warrants, options or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of other rights where the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee dividend stock or the Common Guarantee) by stock issuable upon exercise of such warrants, options or other rights is the Guarantor of same stock as that on which the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in right lieu of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) isfractional shares issued in connection therewith, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (bvi) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations payments under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingGuarantee).
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration, then (a) the Guarantor shall not (i) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of its capital stock, (b) the Guarantor's capital stock Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (which includes common and preferred stockincluding guarantees) issued by the Guarantor that rank pari passu with or junior to the Debentures or (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than than, with respect to clauses (a), (b) and (c), (i) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, ; (bii) any declaration of a dividend in connection with the implementation of a stockholders' shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (ciii) payments under the Preferred Securities Guarantee Agreement; (iv) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock, following a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, ; and (dv) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansexchanged), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Laclede Capital Trust I)
Limitation of Transactions. So long If the Issuer shall exercise its -------------------------- right to defer payment of interest as any Preferred Securities remain outstandingprovided in Section 4.1, then, prior to the payment of all accrued interest on outstanding Debentures, the Guarantor Issuer shall not (ia) declare or pay any dividends or distributions on, make a distribution with respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) make any declaration payment of a dividend interest, principal or premium, if any, on, or repay, repurchase or redeem, any debt securities issued by the Issuer that rank equal with or junior to the Debentures or (c) make guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee); provided, however, that the restriction in clause (a) shall not apply to (i) purchases or acquisitions of the Issuer's capital stock in connection with the implementation satisfaction of a stockholders' rights planits obligations under any employee benefit plans, stock option plans, employee stock purchase plans or direct reinvestment plans as may be in effect from time to time or the issuance satisfaction of its obligations pursuant to any contract or security outstanding on the date of such event requiring the Issuer to purchase its capital stock under any such plan in (other than a contractual obligation ranking equal with or junior to the futureDebentures), (ii) reclassifications of the Issuer's capital stock or the redemption exchange or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification conversion of one class or series of the GuarantorIssuer's capital stock solely into another stock, provided that such reclassification, exchange or conversion does not result in a change in the priority vis-a-vis the Preferred Securities of any class or series of capital stock that is being so reclassified or that is the Guarantor's capital stocksubject of such exchange or conversion, (diii) the purchase purchases of fractional interests in shares of the GuarantorIssuer's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into bring converted or exchangeable for shares of exchanged, (iv) stock dividends paid by the Guarantor's capital stock, and Issuer where the dividend stock is the same stock as that on which the dividend is being paid or (ev) redemptions or purchases of common stock related any rights pursuant to the issuance of common stock or purchase rights under contained in any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor rights agreement as shall be in default with respect effect from time to its payment of any obligations under this Preferred Securities Guarantee or (iii) time, which purchase rights are substantially similar to those contained in the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingIssuer's Rights Agreement dated November 5, 1998.
Appears in 1 contract
Limitation of Transactions. So long If (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1 and the Extended Interest Payment Period is continuing, or (ii) there shall have occurred any Event of Default, as defined in the Indenture, or (iii) there shall have occurred any Event of Default, as defined in the Preferred Securities remain outstandingGuarantee, then (a) neither the Company nor the Guarantor shall not (i) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or make any guarantee payments with respect thereto (other than (a1) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants, rights to subscribe for or purchase shares of, common of capital stock of the Guarantor, (b) any declaration of a dividend Company in connection with the implementation satisfaction by the Company of a stockholders' rights plan, or the issuance of stock its obligations under any such plan in employee benefit plans or any other contractual obligation of the future, Company (other than a contractual obligation ranking pari passu with or junior to the redemption or repurchase of any such rights pursuant theretoDebentures), (c2) as a result of a reclassification of the Company's or the Guarantor's capital stock or the exchange or conversion of one class or series of the Company's or the Guarantor's capital stock solely into for another class or series of the Company's or the Guarantor's capital stock, (d3) the purchase of fractional interests in shares of the Company's or the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares exchanged or (4) dividends or distributions made on the capital stock of the Company or the Guarantor or rights to acquire that capital stock with the Company's or the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or the rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansto acquire that capital stock), (ii) b)the Company and the Guarantor shall not make any payment of interest, principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of issued by the Company or the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or and (iiic) the Company and the Guarantor shall not make any guarantee payments with respect to any guarantee the foregoing (other than payments under pursuant to the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing).
Appears in 1 contract
Samples: Countrywide Home Loans Inc
Limitation of Transactions. So long as any Convertible Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such extension shall be continuing, (ii) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations under the Guarantee or (ii) there shall have occurred and be continuing any event that, with the giving of notice, would constitute a Declaration Event of Default then the 9 Guarantor (a) shall not (i) declare or pay any dividends or dividend on, make distributions onwith respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (ai) dividends purchases or distributions in acquisitions of shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend Common Stock in connection with the implementation satisfaction by the Guarantor or any of a stockholders' rights plan, or the issuance its subsidiaries of stock their respective obligations under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoemployee benefit plans, (cii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, or (diii) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable exchanged for shares of the Guarantor's capital stock, ) or make any guarantee payments with respect to the foregoing and (eb) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) shall not make any payment of interest, principal of, or premium, if any, or interest on, or repay, repurchase or redeem redeem, any debt securities of (including guarantees) issued by the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Securities Guarantee Agreement (Federal Mogul Corp)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock stock, (which includes common and preferred stockii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholdersshareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Series B Capital Securities Guarantee and the Series A Capital Securities Guarantee, (d) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit or compensation plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i1) there shall have occurred any event of which the Guarantor has actual knowledge that (aA) is, or with the giving of notice or the lapse of time, or both, would be be, an Indenture Event of Default and (bB) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Series B Capital Securities Guarantee or (iii3) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to commence an Extended Interest Payment Period as provided in the Indenture and any shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 1 contract
Samples: Banknorth Capital Trust I
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debentures by extending the interest payment period and such extension shall be continuing, (ii) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing any event that, with the giving of notice, would constitute an Event of Default (as defined in the Declaration) then the Guarantor (a) shall not (i) declare or pay any dividends or dividend on, make distributions onwith respect to, or redeem, purchase, purchase or acquire, or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (ai) purchases or acquisitions of shares of its common stock in connection with the satisfaction by the Guarantor or any of its subsidiaries of their respective obligations under any benefit plans for directors, officers, agents or employees of the Guarantor's dividend reinvestment or director, officer, agent or employee stock purchase 17 plans, (ii) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of its capital stock for another class or series of its capital stock, (iii) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or security being converted or exchanged for capital stock, (iv) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common of its capital stock of the Guarantor, Guarantor or (bv) any declaration of a dividend in connection with the implementation or extension of a stockholders' rights plan, or the issuance of stock under any such plan (including any such existing plan) in the future, future or the redemption or repurchase of or any such rights pursuant thereto, (c) as a result of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (iib) shall not make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of issued by the Guarantor (including any Other Debentures) that which rank pari passu with or junior in right of payment to the Debentures or and (iiic) the Guarantor shall not make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: K N Capital Trust Iii
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock stock, (which includes common and preferred stockii) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholdersshareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under this Series B Capital Securities Guarantee and the Series A Capital Securities Guarantee, (d) as a result of a reclassification of the Guarantor's capital stock or the or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit or compensation plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (il) there shall have occurred any event of which the Guarantor has actual knowledge that (aA) is, is a Default or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default (each as defined in the Indenture) and (bB) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii2) if such the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Series B Capital Securities Guarantee or (iii3) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to commence an Extended Interest Payment Period as provided in the Indenture and any shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 1 contract
Samples: BFD Preferred Capital Trust Ii
Limitation of Transactions. So long as any Preferred Securities HITS remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder; (ii) there shall have occurred any Event of Default or Nonpayment under the Indenture (as defined therein) or during an Extension Period (as defined in the Fourteenth Supplemental Indenture); (iii) the Guarantor shall be in default with respect to the payment of any interest upon any HITS when it becomes due and payable; or (iv) the Guarantor shall be in default with respect to the payment of any principal of (or premium, if any, on) any HITS as and when the same shall become due and payable, then (a) the Guarantor shall not (i) declare or pay any dividends dividend on, or make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (ai) dividends purchases or distributions in acquisitions of shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend ’s common stock in connection with the implementation satisfaction by the Guarantor of a stockholders' rights plan, or the issuance of stock its obligations under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoemployee benefit plans, (cii) as a result of a reclassification of the Guarantor’s capital stock or the exchange or conversion of one class or series of the Guarantor's ’s capital stock solely into for another class or series of the Guarantor's ’s capital stock, (diii) the purchase of fractional interests in shares of the Guarantor's ’s capital stock resulting from such a reclassification or pursuant to an acquisition or the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stockGuarantor or the security being converted or exchanged, and or (eiv) purchases of common stock related to payment by the issuance of common stock or rights Guarantor under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansthis HITS Guarantee Agreement), (iib) the Guarantor shall not make any payment of interest, principal of, or premium, if any, or interest on, on or repay, repurchase or redeem any debt securities of (including guarantees) issued by the Guarantor (including any Other Debentures) that which rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default Notes and (bc) in respect of which the Guarantor shall not have taken reasonable steps make any payment under any guarantee that ranks equally with or junior to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities HITS Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingAgreement.
Appears in 1 contract
Samples: Hits Guarantee Agreement (Bank of America Corp /De/)
Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if there shall have occurred and is continuing any event that would constitute a Default under the Indenture, then (a) the Guarantor shall and any subsidiary of the Guarantor (other than a subsidiary of the Guarantor that is a depository institution, or a subsidiary thereof) will not (i) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of the Guarantor's ’s capital stock (which includes common and preferred stock) or make any guarantee payment with respect thereto (other than (ai) dividends purchases, redemptions or distributions other acquisitions of shares of capital stock of the Guarantor in shares ofconnection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (ii) the acquisition by the Guarantor or optionsany of its subsidiaries of record ownership in capital stock of the Guarantor for the beneficial ownership of any other persons (other than the Guarantor or any of its subsidiaries), warrantsincluding trustees or custodians, rights (iii) as a result of an exchange or conversion of any class or series of the Guarantor’s capital stock for any other class or series of the Guarantor’s capital stock, in each case, solely to subscribe the extent required pursuant to binding contractual agreements entered into on or prior to the Closing Date or any subsequent agreement for the accelerated exercise, settlement or purchase shares of, common exchange thereof for capital stock of the Guarantor, (biv) distributions by or among any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) as a result of a reclassification of one class or series wholly-owned subsidiary of the Guarantor's capital stock solely into another class , (v) redemptions of securities held by the Guarantor or series any wholly-owned subsidiary of the Guarantor's capital stock, (d) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (evi) purchases unpaid tax distributions to holders of common stock related membership interests of GMAC LLC pursuant to Section 4(b) of GMAC LLC’s Plan of Conversion, dated June 30, 2009); and (b) the issuance of common stock or rights under Guarantor and any subsidiary of the Guarantor's benefit plans for its directors, officers or employees or any Guarantor (other than a subsidiary of the Guarantor's dividend reinvestment plans)Guarantor that is a depository institution, (iior a subsidiary thereof) will not make any payment of interest on or principal of, of (or premium, if any, or interest on), or repay, repurchase or redeem redeem, any debt securities of or guarantees issued by the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures (“Junior Subordinated Indebtedness”) (other than (i) redemptions, purchases or other acquisitions of Junior Subordinated Indebtedness in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (ii) the acquisition by the Guarantor or any of its subsidiaries of record ownership in Junior Subordinated Indebtedness for the beneficial ownership of any other persons (other than the Guarantor or any of its subsidiaries), including trustees or custodians, (iii) make as a result of an exchange or conversion of any guarantee payments with respect to class or series of Junior Subordinated Indebtedness for any guarantee other class or series of Junior Subordinated Indebtedness, (other than payments under the Preferred Securities Guarantee or the Common Guaranteeiv) redemptions of securities held by the Guarantor of the debt securities of or any wholly-owned subsidiary of the Guarantor and (including Other Guaranteesv) if any payment of interest on Junior Subordinated Indebtedness paid pro rata with interest paid on the Debentures such guarantee ranks pari passu with or junior that the respective amounts of such payments made shall bear the same ratio to each other as all accrued but unpaid interest per like-amount of Debentures and all Junior Subordinated Indebtedness bear to each other); provided, however, the restrictions in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that foregoing clauses (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of will not apply to (i) any stock dividends paid by the Company where the dividend stock is the same stock as that on which the Guarantor shall not have taken reasonable steps to curedividend is being paid, or (ii) if such Debentures are held dividends or distributions by the Property Trustee, or other transactions solely among the Guarantor shall be in default with respect to its payment and any wholly-owned subsidiary of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election or solely among wholly-owned subsidiaries of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingGuarantor.
Appears in 1 contract
Samples: Trust Preferred Securities Guarantee Agreement (Gmac Inc.)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock) or (ii) make any payment of principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures (other than (a) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Capital Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default (as defined in the Indenture) and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (iiiii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Series A Capital Securities Guarantee or (iiiiv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV [SECTION 16.01] of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Guarantee Agreement (Peoples Heritage Financial Group Inc)
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, the Guarantor shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's capital stock (which includes common and preferred stock), (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Junior Subordinated Debentures or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Junior Subordinated Debentures (other than (a) dividends or distributions in shares of, of or options, warrants, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under the Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stockstock or pursuant to an acquisition in which fractional shares of the Guarantor's capital stock would otherwise be issued, (de) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stockexchanged, and (ef) purchases of common stock related to the issuance of common stock or rights under any benefit plan for directors, officers, agents or employees of the Guarantor's benefit plans for Guarantor or its directors, officers or employees subsidiaries or any of the Guarantor's dividend reinvestment or director, officer, agent or employee stock purchase plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, or would occur upon the taking of any action specified in clauses (i) through (iii) above, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default (as defined in the Indenture) and (b) in respect of which the Guarantor shall not have taken reasonable reason able steps to cure, (iiiii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Series A Capital Securities Guarantee or (iiiiv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV Section 16.01 of the First Supplemental Indenture or with respect to certain other debentures of the Indenture Guarantor and any such extension shall be continuing.
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Allmerica Financial Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (ia) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire, or make a any liquidation payment with respect to, any of the Guarantor's its capital stock or (which includes common and preferred stockb) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank PARI PASSU with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks PARI PASSU with or junior in interest to the Debt Securities (other than (ai) dividends repurchases, redemptions or distributions other acquisitions of shares of the capital stock of the Guarantor in shares ofconnection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, (2) a dividend reinvestment or shareholder stock purchase plan or (3) the issuance of capital stock of the Guarantor, or optionssecurities convertible into to exercisable for capital stock of the Guarantor, warrantsas consideration in an acquisition transaction entered into before the Extension Period, rights to subscribe (ii) an exchange, redemption or conversion of any class or series of the capital stock of the Guarantor, or any capital stock of one of its subsidiaries as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or purchase shares of, common series of the capital stock of the Guarantor, (biii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (cv) as a result any dividend in the form of a reclassification of one class or series of the Guarantor's capital stock solely into another class or series of the Guarantor's capital stock, (d) warrants, options or other rights where the purchase dividend or the stock issuable upon exercise of fractional interests in shares of warrants, options or other rights is the Guarantor's capital same stock resulting from such a reclassification as that on which the dividend is being paid or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with ranks equal or junior in right of payment to the Debentures that stock; or (iiivi) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Guarantee and Common Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Unionbancal Finance Trust Iv)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (a) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default (as defined under the Guarantor Indenture) or (c) the Debenture Issuer has exercised its option to defer interest payments on the Debentures by extending the interest payment period as provided in Article IV of the First Supplemental Indenture to the Indenture, and such period or extension thereof shall not be continuing, then (i) neither Guarantor shall declare or pay any dividends or distributions dividend on, make any distribution with respect to, or redeem, purchase, acquire, or make a liquidation payment with respect relating to, any of the Guarantor's its capital stock (which includes common and preferred stock) or (other than (aA) dividends repurchases, redemptions or distributions in other acquisitions of shares of, or options, warrants, rights to subscribe for or purchase shares of, common of capital stock of the Guarantor, (b) any declaration of a dividend such Guarantor in connection with the implementation satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of such Guarantor (other than a stockholders' rights plan, contractual obligation ranking pari passu with or junior to the Debentures or the issuance of stock under any such plan Debenture Guarantee in the future, respective cases of the Debenture Issuer or the redemption or repurchase of any such rights pursuant theretoDebenture Guarantor), (cB) as a result of a reclassification of the capital stock of such Guarantor or an exchange or conversion of one class or series of the Guarantor's capital stock solely into of such Guarantor for another class or series of the capital stock of such Guarantor's capital stock, (dC) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from of such a reclassification or Guarantor pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares exchanged or (D) dividends and distributions made on the capital stock of the Guarantor's either Guarantor or rights to acquire such capital stock with capital stock of either Guarantor or other rights to acquire such capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans), (ii) neither Guarantor shall make any payment of interest, principal of, or premium, if any, or interest premium on, or repay, repurchase or redeem any debt securities of the issued by such Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or the Debenture Guarantee in the respective cases of the Debenture Issuer or the Debenture Guarantor and (iii) neither Guarantor shall make any guarantee payments with respect to any guarantee the foregoing (other than payments under the pursuant to this Preferred Securities Guarantee or the Common Debenture Guarantee). Notwithstanding the foregoing, the exception for distributions on capital stock of either Guarantor provided under clause (i)(D) by the Guarantor of the debt securities of above shall not be applicable during an Extension Period. In addition, so long as any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the DebenturesPreferred Securities remain outstanding, if at such time Countrywide Financial Corporation (i) there shall have occurred will remain the sole direct or indirect owner of all of the outstanding Common Securities; provided that any event permitted successor of which Countrywide Financial Corporation under the Guarantor has actual knowledge that (a) is, or with Indenture may succeed to Countrywide Financial Corporation's ownership of the giving of notice or the lapse of time, or both, would be an Indenture Event of Default Common Securities and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by will not take any action which would cause the Property Trustee, the Guarantor shall Issuer to cease to be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuingtreated as a grantor trust for United States federal income tax purposes.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Countrywide Financial Corp)
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, or (ii) there shall have occurred any Event of Default under the Indenture or an event of default under the Declaration, then (a) the Guarantor shall not (i) declare or pay any dividends dividend on, or make any distributions onwith respect to, or redeem, purchase, acquire, acquire or make a liquidation payment with respect to, any of its capital stock, (b) the Guarantor's capital stock Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (which includes common and preferred stockincluding guarantees) issued by the Guarantor that rank pari passu with or junior to the Debentures or (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than than, with respect to clauses (a), (b) and (c), (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common stock of the Guarantor, ; (bii) any declaration of a dividend in connection with the implementation of a stockholders' shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (ciii) payments under the Preferred Securities Guarantee Agreement; (iv) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock, following a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock solely into for another class or series of the Guarantor's capital stock, ; and (dv) the purchase of fractional interests in shares of the Guarantor's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any the security convertible into being converted or exchangeable for shares of the Guarantor's capital stock, and (e) purchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plansexchanged), (ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Indenture Event of Default and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Laclede Capital Trust I)
