Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust Agreement) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust Agreement) in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Issuer such Additional Sums.
(b) The Guarantor covenants and agrees that it will not, and will not cause 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 (ii) 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) any dividend, redemption, liquidation, interest, principal or guarantee payment by the 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 guarantee payment is being made, (b) redemptions or purchases of any rights pursuant to any stockholder rights agreement now in existence or subsequently entered into by the Company, or any successor to any such stockholder rights agreement, and the declaration of a dividend of such rights or the issuance of preferred stock under such plans in the future, (c) payments under this Guarantee Agreement, (d) purchases of Company Common Stock related to the issuance of Company 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 of the Guarantor's capital stock for another series or class of the Guarantor's capital stock and (f) 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) if at such time (I) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time, or both, would constitute an "Event of Def...
Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust Agreement) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust Agreement) in respect of the Trust Preferred Securities and Common Securities, the Guarantor will pay to the Issuer such Additional Sums.
(b) The Guarantor covenants and agrees that it will not, and will 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 (ii) 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
Certain Covenants of the Guarantor. Section 3.01. The Guarantor hereby covenants and warrants that (a) immediately after the Effective Time, no condition or event shall exist which constitutes or would, after notice or lapse of time or both, constitute a Default or an Event of Default (both as defined in the Indenture), (b) it has complied, or has caused the Company to comply, and will comply, or will cause the Company to comply, with all applicable provisions of Article Fifteen of the Indenture and (c) it has been authorized by its Board of Directors, pursuant to Section 11.01 of the Indenture, to execute this Second Supplemental Indenture. ARTICLE FOUR
Certain Covenants of the Guarantor. Guarantor covenants and agrees that, from the date hereof and until the Obligations and Guarantor Obligations have each been fully paid and satisfied, Guarantor shall give, or cause to be given, immediate written notice to Lender of (i) any change in the domicile of Guarantor, (ii) the institution or threat of, or any adverse change in, any action, suit, investigation or proceeding at law, in equity, in arbitration or otherwise, involving or affecting Guarantor or any Guarantor Obligation, or (iii) any change in location or material loss in the assets, properties and/or liabilities of Guarantor or a material decline in the value or the validity thereof. Upon the occurrence and during the continuance of an Event of Default, at Lender’s request, Guarantor shall cooperate with Lender to dispose of Collateral as Lender shall direct, and shall do such acts and exercise and deliver such instruments and documents as Lender shall reasonably request in order to facilitate Lender’s exercise of rights under the Loan Agreement.
Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Trust is the holder of all the Debentures, (ii) a Tax Event in respect of the Trust has occurred and is continuing and
Certain Covenants of the Guarantor. (a) The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities; provided that any successors or assigns of the Guarantor permitted by the Indenture may succeed to the Guarantor's ownership of the Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate the Issuer except (A) in connection with a distribution of the Debentures to the holders of the Preferred Securities in liquidation of the Issuer or (B) in connection with any merger, consolidation or amalgamation permitted by the Trust Agreement of the Issuer, and (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement of the Issuer, to cause the Issuer to remain classified as a grantor trust for United States Federal income tax purposes.
Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debt Securities, (ii) a Tax Event (as defined in the Trust Agreement) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust Agreement) in respect of the Preferred Securities and Common Securities the Guarantor will pay to the Issuer such Additional Sums.
(b) The Guarantor covenants and agrees (i) to maintain directly or indirectly 100% ownership of the Common Securities; provided that certain successors which are permitted by the Indenture may succeed to the Guarantor’s ownership of the Common Securities, (ii) not to voluntarily terminate, wind-up or liquidate the Issuer, except (a) in connection with a distribution of the Debt Securities to the holders of the Preferred Securities in liquidation of the Issuer or (b) in connection with certain mergers, consolidations or amalgamations permitted by the Trust Agreement, and (iii) to use its reasonable efforts, consistent with the terms and provisions of the Trust Agreement, to cause the Issuer to remain classified as a grantor trust for United States Federal income tax purposes.
(c) [other covenants, if applicable].
Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Issuer is the holder of all the Debentures, (ii) a Tax Event (as defined in the Trust Agreement) in respect of the Issuer has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums (as defined in the Trust Agreement) in
Certain Covenants of the Guarantor. (a) Guarantor covenants and agrees that if and so long as (i) the Trust is the holder of all the Debentures, (ii) a Tax Event in respect of the Trust has occurred and is continuing and (iii) the Guarantor has elected, and has not revoked such election, to pay Additional Sums in respect of the Preferred Securities and Common Securities, the Guarantor will pay to the Trust such Additional Sums.
(b) The Guarantor covenants and agrees for so long as Preferred Securities are Outstanding (i) not to convert Debentures except pursuant to a Notice of Conversion delivered to the Conversion Agent by a Holder of Trust Securities, (ii) to maintain directly or indirectly 100% ownership of the Common Securities, provided that certain successors which are permitted pursuant to the Indenture may succeed to the Guarantor's ownership of the Common Securities, (iii) not to voluntarily dissolve, wind-up, liquidate or terminate the Trust, except in accordance with the terms of the Declaration of Trust, (iv) to maintain the reservation for issuance of the number of shares of Common Stock that would be required from time to time upon the conversion of all the Debentures then outstanding, (v) to use its reasonable best efforts, consistent with the terms and provisions of the Declaration of Trust, to cause the Trust to remain classified as a grantor trust and not as an association taxable as a corporation for United States federal income tax purposes and (vi) to deliver shares of Common Stock as promptly as practicable on or after any Conversion Date.
Certain Covenants of the Guarantor. The following definitions shall be applicable to the covenants of the Guarantor specified below:
