Deferral of Interest Payments. So long as no Event of Default has occurred and is continuing, the Company may, at its option, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Series 2015A Notes by extending the interest payment period for up to forty (40) consecutive quarterly periods (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not extend beyond the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the Series 2015A Notes will accrue additional interest at the Securities Rate from the applicable Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under applicable law. No interest shall be due and payable during an Optional Deferral Period, except at the end of such Optional Deferral Period or upon a redemption of the Series 2015A Notes during such Optional Deferral Period. So long as no Event of Default has occurred and is continuing, prior to the termination of any Optional Deferral Period, the Company may further defer the payment of interest by extending such Optional Deferral Period; provided that such Optional Deferral Period together with all such previous and further deferrals of interest payments shall not exceed forty (40) consecutive quarterly periods at any one time or extend beyond the Stated Maturity. Upon the termination of any Optional Deferral Period, which shall be an Interest Payment Date, the Company shall pay all interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, to the Person in whose name the Series 2015A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A Notes as described above. During an Optional Deferral Period, subject to the next succeeding sentence, the Company (a) shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2015A Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to the Trustee notice, as provided in Section 105 of the Original Indenture, of its selection or extension of an Optional Deferral Period at least 10 Business Days and not more than 60 Business Days prior to the earlier of (a) the next applicable Interest Payment Date or (b) the date, if any, upon which the Company is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organization. In addition, the Company shall deliver to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders of the Series 2015A Notes as provided in Section 106 of the Original Indenture. SECTION 105. Denominations. The Series 2015A Notes may be issued in the denominations of $25.00, or any integral multiple thereof.
Appears in 2 contracts
Samples: First Supplemental Indenture (Southern Co), First Supplemental Indenture (Southern Co)
Deferral of Interest Payments. (a) So long as no Event of Default under this Indenture has occurred and is continuing, the Company mayshall have the right, at its option, on one or more occasions, defer payment of all or part any time and from time to time during the term of the current and accrued Securities, to defer payments of interest otherwise due on the Series 2015A Notes by extending the interest payment for a period for up to forty (40) consecutive quarterly periods (each periodof which periods shall end on an Interest Payment Date, commencing on the date that the first such interest payment would otherwise have been made, an each a “Optional Deferral Period”). A deferral of interest payments ; provided, that (i) no Deferral Period may not exceed 20 consecutive quarterly periods and (ii) no Deferral Period may extend beyond the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the Series 2015A Notes will accrue additional interest at earlier redemption of the Securities Rate from the applicable Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under applicable lawSecurities. No interest shall be due and payable during an Optional a Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each Deferral Period, the Company shall pay all interest, including any Additional Tax Sums and Compound Interest (collectively, “Deferred Interest”), accrued and unpaid on the Securities that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after the end of such Deferral Period. Before the termination of any Deferral Period, the Company may extend such period, provided that such period, together with all such previous and further extensions within such Deferral Period, shall not exceed 20 consecutive quarterly periods or extend beyond the Stated Maturity or earlier redemption of the Securities. Upon the termination of any Deferral Period and upon the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end of such Optional Deferral Period thereof, but the Company may prepay at any time all or upon a redemption any portion of the Series 2015A Notes interest accrued during such Optional a Deferral Period. So long as no Event .
(b) If the Institutional Trustee is the only Holder of Default has occurred and is continuing, prior to Securities at the termination of any Optional time the Company selects a Deferral Period, the Company may further defer shall give written notice to the payment Regular Trustees, the Institutional Trustee and the Trustee of interest its establishment or extension of such Deferral Period not later than one Business Day before the next succeeding date on which Distributions (as defined in the Declaration) on the Trust Securities issued by extending such Optional the Trust are payable. If the Institutional Trustee is not the only Holder at the time the Company selects or extends a Deferral Period; provided that such Optional Deferral Period together with all such previous and further deferrals of interest payments shall not exceed forty (40) consecutive quarterly periods at any one time or extend beyond the Stated Maturity. Upon the termination of any Optional Deferral Period, which shall be an Interest Payment Date, the Company shall pay all interest accrued and unpaid on give the Series 2015A Notes, including any Additional Interest, to the Person in whose name the Series 2015A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A Notes as described above. During an Optional Deferral Period, subject to the next succeeding sentence, the Company (a) shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2015A Notes. The preceding sentence, however, shall not restrict (i) any Holders of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to Securities and the Trustee notice, as provided in Section 105 of the Original Indenture, written notice of its selection or extension of an Optional such Deferral Period at least 10 ten Business Days and not more than 60 Business Days prior to the earlier of (a) before the next applicable succeeding Interest Payment Date or (b) the date, if any, upon Date. The quarterly period in which the Company any notice is required given pursuant to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organization. In addition, the Company this Section 2.12 shall deliver to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders counted as one of the Series 2015A Notes as provided in Section 106 of the Original Indenture. SECTION 105. Denominations. The Series 2015A Notes may be issued 20 quarterly periods permitted in the denominations of $25.00, or any integral multiple thereoflongest Deferral Period permitted under this Section 2.12.
Appears in 2 contracts
Samples: Indenture (First Mercury Financial Corp), Indenture (First Mercury Financial Corp)
Deferral of Interest Payments. (a) So long as no Event of Default under this Indenture has occurred and is continuing, the Company mayshall have the right, at its option, on one or more occasions, defer payment of all or part any time and from time to time during the term of the current and accrued Securities, to defer payments of interest otherwise due for a period (each of which periods shall end on the Series 2015A Notes by extending the interest payment period for up to forty an Interest Payment Date, each a "Deferral Period"); provided, that (40i) no Deferral Period may exceed 20 consecutive quarterly periods and (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional ii) no Deferral Period”). A deferral of interest payments Period may not extend beyond the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the Series 2015A Notes will accrue additional interest at earlier redemption of the Securities Rate from the applicable Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under applicable lawSecurities. No interest shall be due and payable during an Optional a Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each Deferral Period, the Company shall pay all interest, including any Additional Tax Sums and Compound Interest (collectively, "Deferred Interest"), accrued and unpaid on the Securities that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after the end of such Deferral Period. Before the termination of any Deferral Period, the Company may extend such period, provided that such period, together with all such previous and further extensions within such Deferral Period, shall not exceed 20 consecutive quarterly periods or extend beyond the Stated Maturity or earlier redemption of the Securities. Upon the termination of any Deferral Period and upon the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end of such Optional Deferral Period thereof, but the Company may prepay at any time all or upon a redemption any portion of the Series 2015A Notes interest accrued during such Optional a Deferral Period. So long as no Event .
(b) If the Institutional Trustee is the only Holder of Default has occurred and is continuing, prior to Securities at the termination of any Optional time the Company selects a Deferral Period, the Company may further defer shall give written notice to the payment Regular Trustees, the Institutional Trustee and the Trustee of interest its establishment or extension of such Deferral Period not later than one Business Day before the next succeeding date on which Distributions (as defined in the Declaration) on the Trust Securities issued by extending such Optional the Trust are payable. If the Institutional Trustee is not the only Holder at the time the Company selects or extends a Deferral Period; provided that such Optional Deferral Period together with all such previous and further deferrals of interest payments shall not exceed forty (40) consecutive quarterly periods at any one time or extend beyond the Stated Maturity. Upon the termination of any Optional Deferral Period, which shall be an Interest Payment Date, the Company shall pay all interest accrued and unpaid on give the Series 2015A Notes, including any Additional Interest, to the Person in whose name the Series 2015A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A Notes as described above. During an Optional Deferral Period, subject to the next succeeding sentence, the Company (a) shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2015A Notes. The preceding sentence, however, shall not restrict (i) any Holders of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to Securities and the Trustee notice, as provided in Section 105 of the Original Indenture, written notice of its selection or extension of an Optional such Deferral Period at least 10 ten Business Days and not more than 60 Business Days prior to the earlier of (a) before the next applicable succeeding Interest Payment Date or (b) the date, if any, upon Date. The quarterly period in which the Company any notice is required given pursuant to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organization. In addition, the Company this Section 2.12 shall deliver to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders counted as one of the Series 2015A Notes as provided in Section 106 of the Original Indenture. SECTION 105. Denominations. The Series 2015A Notes may be issued 20 quarterly periods permitted in the denominations of $25.00, or any integral multiple thereoflongest Deferral Period permitted under this Section 2.12.
Appears in 2 contracts
Samples: Indenture (Proassurance Corp), Indenture (Proassurance Corp)
Deferral of Interest Payments. So long as no Event of Default has occurred and is continuing, the Company may, at its option, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Series 2015A 2017A Notes by extending the interest payment period for up to forty (40) consecutive quarterly periods (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not extend beyond the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the Series 2015A 2017A Notes will accrue additional interest at the Securities Rate from the applicable Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under applicable law. No interest shall be due and payable during an Optional Deferral Period, except at the end of such Optional Deferral Period or upon a redemption of the Series 2015A 2017A Notes during such Optional Deferral Period. So long as no Event of Default has occurred and is continuing, prior to the termination of any Optional Deferral Period, the Company may further defer the payment of interest by extending such Optional Deferral Period; provided that such Optional Deferral Period together with all such previous and further deferrals of interest payments shall not exceed forty (40) consecutive quarterly periods at any one time or extend beyond the Stated Maturity. Upon the termination of any Optional Deferral Period, which shall be an Interest Payment Date, the Company shall pay all interest accrued and unpaid on the Series 2015A 2017A Notes, including any Additional Interest, to the Person in whose name the Series 2015A 2017A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A 2017A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2015A 2017A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A 2017A Notes as described above. During an Optional Deferral Period, subject to the next succeeding sentence, the Company (a) shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2015A 2017A Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to the Trustee notice, as provided in Section 105 of the Original Indenture, of its selection or extension of an Optional Deferral Period at least 10 Business Days and not more than 60 Business Days prior to the earlier of (a) the next applicable Interest Payment Date or (b) the date, if any, upon which the Company is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organization. In addition, the Company shall deliver to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders of the Series 2015A 2017A Notes as provided in Section 106 of the Original Indenture. SECTION 105. Denominations. The Series 2015A 2017A Notes may be issued in the denominations of $25.00, or any integral multiple thereof.
Appears in 1 contract
Deferral of Interest Payments. (a) So long as no Event of Default under this Indenture has occurred and is continuing, the Company mayshall have the right, at its option, on one or more occasions, defer payment of all or part any time and from time to time during the term of the current and accrued Securities, to defer payments of interest otherwise due on the Series 2015A Notes by extending the interest payment for a period for up to forty (40) consecutive quarterly periods (each periodof which periods shall end on an Interest Payment Date, commencing on the date that the first such interest payment would otherwise have been made, an each a “Optional Deferral Period”). A deferral of interest payments ; provided, that (i) no Deferral Period may not exceed 20 consecutive quarterly periods and (ii) no Deferral Period may extend beyond the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the Series 2015A Notes will accrue additional interest at earlier redemption of the Securities Rate from the applicable Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under applicable lawSecurities. No interest shall be due and payable during an Optional a Deferral Period. To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant to this Section 2.12, will bear interest thereon at the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each Deferral Period, the Company shall pay all interest, including any Additional Tax Sums and Compound Interest (collectively, “Deferred Interest”), accrued and unpaid on the Securities that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after the end of such Deferral Period. Before the termination of any Deferral Period, the Company may extend such period, provided that such period, together with all such previous and further extensions within such Deferral Period shall not exceed 20 consecutive quarterly periods, or extend beyond the Stated Maturity or earlier redemption of the Securities. Upon the termination of any Deferral Period and upon the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the foregoing requirements. No interest shall be due and payable during a Deferral Period, except at the end of such Optional Deferral Period thereof, but the Company may prepay at any time all or upon a redemption any portion of the Series 2015A Notes interest accrued during such Optional a Deferral Period. So long as no Event .
(b) If the Institutional Trustee is the only Holder of Default has occurred and is continuing, prior to Securities at the termination of any Optional time the Company selects a Deferral Period, the Company may further defer shall· give written notice to the payment Regular Trustees, the Institutional Trustee and the Trustee of interest its establishment or extension of such Deferral Period not later than one Business Day before the next succeeding date on which Distributions (as defined in the Declaration) on the Trust Securities issued by extending such Optional the Trust are payable. If the Institutional Trustee is not the only Holder at the time the Company selects or extends a Deferral Period; provided that such Optional Deferral Period together with all such previous and further deferrals of interest payments shall not exceed forty (40) consecutive quarterly periods at any one time or extend beyond the Stated Maturity. Upon the termination of any Optional Deferral Period, which shall be an Interest Payment Date, the Company shall pay all interest accrued and unpaid on give the Series 2015A Notes, including any Additional Interest, to the Person in whose name the Series 2015A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A Notes as described above. During an Optional Deferral Period, subject to the next succeeding sentence, the Company (a) shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2015A Notes. The preceding sentence, however, shall not restrict (i) any Holders of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to Securities and the Trustee notice, as provided in Section 105 of the Original Indenture, written notice of its selection or extension of an Optional such Deferral Period at least 10 ten Business Days and not more than 60 Business Days prior to the earlier of (a) before the next applicable succeeding Interest Payment Date or (b) the date, if any, upon Date. The quarterly period in which the Company any notice is required given pursuant to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organization. In addition, the Company this Section 2.12 shall deliver to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders counted as one of the Series 2015A Notes as provided in Section 106 of the Original Indenture. SECTION 105. Denominations. The Series 2015A Notes may be issued 20 quarterly periods permitted in the denominations of $25.00, or any integral multiple thereoflongest Deferral Period permitted under this Section 2.12.
Appears in 1 contract
Deferral of Interest Payments. So long as If no Event of Default has occurred and is continuingcontinuing under the PHONES, the Company may, at its option, on one or more occasions, beginning after the February 15, 2003 payment, defer payment payments of all or part of the current and accrued interest otherwise due on the Series 2015A Notes by extending the interest payment period Basic Interest ("Deferred Basic Interest") for up to forty twenty (4020) consecutive quarterly periods (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”)periods. A Any deferral of interest payments Basic Interest may not extend beyond the Stated Maturity Date, and the Company may not defer distributions of Additional Interest or end quarterly payments equal to regular cash dividends paid on a day other than the maximum number of Reference Shares. If the Company defers payments of Basic Interest, the Contingent Principal Amount shall increase during each quarter by the amount of such Deferred Basic Interest (plus accrued interest thereon at an annual rate equal to 2.50%, compounded quarterly ("Accrued Interest") ) and the Early Exchange Ratio (as defined below) shall be 100% of the Reference Shares for the quarter following such deferral. Once the Company has paid all Deferred Basic Interest (plus Accrued Interest), together with the Basic Interest for the then current quarterly period, the Contingent Principal Amount shall decrease by the amount of the payment of such Deferred Basic Interest (plus Accrued Interest), the Early Exchange Ratio will change to 95% of the Reference Shares, and the Company may again defer Basic Interest as described above. The Company may only pay Deferred Basic Interest (plus Accrued Interest) on an Interest Payment Date. Any deferred interest on If the Series 2015A Notes will accrue additional interest at Company elects to defer payments of Basic Interest for any quarterly period, the Securities Rate from Company shall provide the Trustee with notice of such election (a "Deferral Notice") and shall prepare a press release relating to such deferral to be provided to DTC for dissemination through the DTC broadcast facility. The Deferral Notice with respect to any quarterly period shall be given to the Trustee not later than one (1) Business Day before the earlier of: (i) the Regular Record Date for the payment of Basic Interest for such quarterly period; or (ii) the date that the Company is required to give notice to The Nasdaq Stock Market (or any other applicable self-regulatory organization) or to the Holders of the PHONES as of such Regular Record Date or the applicable Interest Payment Date Date. The Deferral Notice shall be in the form of an Officers' Certificate to the date Trustee setting forth: (i) the period with respect to which the Company is electing to defer Basic Interest; (ii) the amount of payment, compounded quarterly increase of Contingent Principal Amount per PHONES; (such deferred interest and additional interest accrued thereon, “Additional Interest”), to iii) the extent permitted under applicable law. No interest shall be due and payable during an Optional Deferral Period, except at the end total amount of such Optional Deferral Period or upon a redemption increase of the Series 2015A Notes during Contingent Principal Amount for all outstanding PHONES; (iv) a statement that the Early Exchange Ratio will change to 100% of the Reference Shares, or will continue at such Optional Deferral Period. So long as rate, prospectively from such date for the following quarter; and (v) that no Event of Default has occurred and is continuing, prior to continuing under the termination of any Optional Deferral Period, the Company may further defer the payment of interest by extending such Optional Deferral Period; provided that such Optional Deferral Period together with all such previous and further deferrals of interest payments shall not exceed forty (40) consecutive quarterly periods at any one time or extend beyond the Stated MaturityPHONES. Upon the termination of any Optional Deferral Period, which shall be an Interest Payment Date, the The Company shall pay all interest accrued deliver a Deferral Notice for each deferral of Basic Interest. If and unpaid on the Series 2015A Notes, including any Additional Interest, to the Person in whose name the Series 2015A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once when the Company pays all interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A Notes as described above. During an Optional Deferral Period, subject to the next succeeding sentence, the Company (a) shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2015A Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to the Trustee notice, as provided in Section 105 of the Original Indenture, of its selection or extension of an Optional Deferral Period at least 10 Business Days Deferred Basic Interest and not more than 60 Business Days prior to the earlier of (a) the next applicable Interest Payment Date or (b) the date, if any, upon which the Company is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organization. In additionAccrued Interest, the Company shall deliver to the Trustee an Officers’ ' Certificate stating setting forth: (i) the calculation of Deferred Basic Interest and Accrued Interest owed per PHONES; (ii) the total amount of Deferred Basic Interest and Accrued Interest owed on all outstanding PHONES; (iii) a statement that no default or Event of Default shall have occurred and be continuing. Subject the Early Exchange Ratio will change to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders 95% of the Series 2015A Notes as provided in Section 106 Reference Shares prospectively from such date for the following quarter; (iv) the amount of decrease of the Original Indenture. SECTION 105. Denominations. The Series 2015A Notes may be issued in Contingent Principal Amount per PHONES; and (v) the denominations total amount of $25.00, or any integral multiple thereofdecrease of the Contingent Principal Amount for all outstanding PHONES.
Appears in 1 contract
Samples: Second Supplemental Indenture (Alliant Energy Corp)
Deferral of Interest Payments. So (a) As long as no Event of Default has occurred and is continuing, subject to the conditions below, the Company mayshall have the right, at its option, on one or more occasions, to defer payment of all or part of the current and accrued interest otherwise due payments on the Series 2015A Notes by extending the interest payment at any time and from time to time (“Optional Deferral”) for a period for up to forty (40) consecutive quarterly periods (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A ) that does not exceed 10 consecutive semi-annual interest periods (including, for the avoidance of doubt, the interest period beginning on, and including, the date of this Indenture and ending on, but excluding, October 1, 2011) after the date on which the Company began the deferral of interest payments may not extend beyond or, if sooner, past the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the Series 2015A Notes will accrue additional interest at the Securities Rate from the applicable Interest Payment Date , notwithstanding anything to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under applicable lawcontrary herein or in any Note. No interest shall be due and payable during During an Optional Deferral Period, except interest on the Notes shall not be currently payable (“Optionally Deferred Interest”), but shall continue to accrue and compound semi-annually at the end applicable rate of such interest on the Notes (“Compounded Interest”). Each Optional Deferral Period or upon a redemption of the Series 2015A Notes during such Optional Deferral Period. So long as no Event of Default has occurred and is continuing, prior to the termination of any Optional Deferral Period, the Company may further defer the payment of interest by extending such Optional Deferral Period; provided that such Optional Deferral Period together with all such previous and further deferrals of interest payments shall not exceed forty (40) consecutive quarterly periods at any one time or extend beyond the Stated Maturity. Upon the termination of any Optional Deferral Period, which shall be terminate on an Interest Payment Date, on which date the Company shall pay all interest accrued and unpaid on the Series 2015A NotesOptionally Deferred Interest, including any Additional together with Compounded Interest, if any, to the Person in whose name the Series 2015A Notes are Note (or its Predecessor Note) is registered on the Note Register at the Close of Business on the Regular Record Date for immediately preceding such Interest Payment Date. Upon the termination of an Optional Deferral Period and the payment of all amounts then due, provided that interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A Notes as described above. During an may commence a new Optional Deferral Period, subject to the next succeeding sentenceother conditions in this Section 2.04, there being no limit to the number of such new Optional Deferral Periods that the Company (a) shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and may elect.
(b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2015A Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide give written notice to the Trustee notice, as provided in Section 105 and the Holders that it has elected an Optional Deferral and the length of the Original Indenture, of its selection or extension of an related Optional Deferral Period at least 10 Business Days and not more than 60 five Business Days prior to the earlier of (ai) the next applicable Interest Payment Date or (b) date the date, if any, upon which the Company Trustee is required to give notice to any securities exchange or to Holders of such Interest Payment Date or the Notes of the Regular Record Date thereof or the date the interest is payable; or (ii) the Regular Record Date corresponding to the New York Stock Exchange or any applicable self-regulatory organizationInterest Payment Date on which the Optional Deferral Period will begin. In addition, the Company Such written notice shall deliver to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders of the Series 2015A Notes as provided in Section 106 of the Original Indenture. SECTION 105. Denominations. The Series 2015A Notes may be issued in the denominations of $25.00, or any integral multiple thereofirrevocable.
Appears in 1 contract
Deferral of Interest Payments. (a) So long as no Event of Default under the Indenture has occurred and is continuing, the Company mayshall have the right, at its option, on one or more occasions, defer payment of all or part any time and from time to time during the term of the current and accrued Securities, to defer payments of interest otherwise due for a period (each of which periods shall end on the Series 2015A Notes by extending the interest payment period for up to forty an Interest Payment Date, each a "Deferral Period"); provided, that (40i) no Deferral Period may exceed 20 consecutive quarterly periods and (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional ii) no Deferral Period”). A deferral of interest payments Period may not extend beyond the Stated Maturity or end on the earlier redemption of the Securities. No interest shall be due and payable during a day other than an Interest Payment DateDeferral Period. Any To the extent permitted by applicable law, interest, the payment of which has been deferred during a Deferral Period pursuant to this Section 2.12, will bear interest on the Series 2015A Notes will accrue additional interest thereon at the Securities Rate from the applicable Interest Rate compounded quarterly for each quarter of any Deferral Period. At the end of each Deferral Period, the Company shall pay all interest, including any Additional Interest and Compound Interest (collectively, "Deferred Interest"), accrued and unpaid on the Debentures that shall be payable to the Holders in whose names the Securities are registered in the Security Register on the record date for the first Interest Payment Date after the end of such Deferral Period. Before the termination of any Deferral Period, the Company may extend such period, provided that such period together with all such previous and further extensions within such Deferral Period shall not exceed 20 consecutive quarterly periods, or extend beyond the Stated Maturity or earlier redemption of the Securities. Upon the termination of any Deferral Period and upon the payment of all Deferred Interest then due, the Company may commence a new Deferral Period, subject to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under applicable lawforegoing requirements. No interest shall be due and payable during an Optional Deferral Period, except at the end of such Optional Deferral Period thereof, but the Company may prepay at any time all or upon a redemption any portion of the Series 2015A Notes interest accrued during such Optional a Deferral Period. So long as no Event .
(b) If the Institutional Trustee is the only Holder of Default has occurred and is continuing, prior to Securities at the termination of any Optional time the Company selects an Deferral Period, the Company may further defer shall give written notice to the payment Regular Trustees, the Institutional Trustee and the Trustee of interest its establishment or extension of such Deferral Period not later than one Business Day before the next succeeding date on which Distributions (as defined in the Declaration) on the Trust Securities issued by extending such Optional the Trust are payable. If the Institutional Trustee is not the only Holder at the time the Company selects or extends a Deferral Period; provided that such Optional Deferral Period together with all such previous and further deferrals of interest payments shall not exceed forty (40) consecutive quarterly periods at any one time or extend beyond the Stated Maturity. Upon the termination of any Optional Deferral Period, which shall be an Interest Payment Date, the Company shall pay all interest accrued and unpaid on give the Series 2015A Notes, including any Additional Interest, to the Person in whose name the Series 2015A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A Notes as described above. During an Optional Deferral Period, subject to the next succeeding sentence, the Company (a) shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2015A Notes. The preceding sentence, however, shall not restrict (i) any Holders of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to Securities and the Trustee notice, as provided in Section 105 of the Original Indenture, written notice of its selection or extension of an Optional such Deferral Period at least 10 ten Business Days and not more than 60 Business Days prior to the earlier of (a) before the next applicable succeeding Interest Payment Date or (b) the date, if any, upon Date. The quarterly period in which the Company any notice is required given pursuant to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organization. In addition, the Company this Section 2.12 shall deliver to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders counted as one of the Series 2015A Notes as provided in Section 106 of the Original Indenture. SECTION 105. Denominations. The Series 2015A Notes may be issued 20 quarterly periods permitted in the denominations of $25.00, or any integral multiple thereoflongest Deferral Period permitted under this Section 2.12.
Appears in 1 contract
Samples: Indenture (James River Group, INC)
Deferral of Interest Payments. So long as no Event of Default has occurred and is continuing, the Company may, at its option, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Series 2015A 2016A Notes by extending the interest payment period for up to forty (40) consecutive quarterly periods (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not extend beyond the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the Series 2015A 2016A Notes will accrue additional interest at the Securities Rate from the applicable Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under applicable law. No interest shall be due and payable during an Optional Deferral Period, except at the end of such Optional Deferral Period or upon a redemption of the Series 2015A 2016A Notes during such Optional Deferral Period. So long as no Event of Default has occurred and is continuing, prior to the termination of any Optional Deferral Period, the Company may further defer the payment of interest by extending such Optional Deferral Period; provided that such Optional Deferral Period together with all such previous and further deferrals of interest payments shall not exceed forty (40) consecutive quarterly periods at any one time or extend beyond the Stated Maturity. Upon the termination of any Optional Deferral Period, which shall be an Interest Payment Date, the Company shall pay all interest accrued and unpaid on the Series 2015A 2016A Notes, including any Additional Interest, to the Person in whose name the Series 2015A 2016A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A 2016A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2015A 2016A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A 2016A Notes as described above. During an Optional Deferral Period, subject to the next succeeding sentence, the Company (a) shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2015A 2016A Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to the Trustee notice, as provided in Section 105 of the Original Indenture, of its selection or extension of an Optional Deferral Period at least 10 Business Days and not more than 60 Business Days prior to the earlier of (a) the next applicable Interest Payment Date or (b) the date, if any, upon which the Company is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organization. In addition, the Company shall deliver to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders of the Series 2015A 2016A Notes as provided in Section 106 of the Original Indenture. SECTION 105. Denominations. The Series 2015A Notes may be issued in the denominations of $25.00, or any integral multiple thereof.
Appears in 1 contract
Deferral of Interest Payments. (a) The Company shall have the option to defer interest payments on the Debentures as follows:
(i) So long as no Event of Default with respect to the Debentures has occurred and is continuing, the Company may, at its optionin the Company’s sole discretion, defer interest payments on the Debentures for one or more occasions, defer payment Optional Deferral Periods of all or part of the current and accrued interest otherwise due on the Series 2015A Notes by extending the interest payment period for up to forty (40) five consecutive quarterly periods (each periodyears without giving rise to an Event of Default, commencing on the date provided that the first such interest payment would otherwise have been made, an “no Optional Deferral Period”). A deferral of interest payments may not Period shall extend beyond the Stated Maturity Date, the earlier accelerated maturity date of the Debentures or end other redemption in full of the Debentures. Whether or not notice pursuant to Section 1.04(b) is given, if the Company shall fail to pay interest on a day other than an the Debentures on any Interest Payment Date, the Company shall be deemed to elect to defer payment of such interest on such Interest Payment Date, unless the Company shall pay such interest in full within five Business Days after such Interest Payment Date. Any If the Company shall have paid all deferred interest (including compounded interest) on the Series 2015A Notes Debentures, the Company shall have the right to elect to begin a new Optional Deferral Period pursuant to this Section 1.04.
(ii) During an Optional Deferral Period, interest will continue to accrue at the then-applicable interest rate on the Debentures, and deferred interest payments will accrue additional interest at the Securities Rate from then-applicable interest rate on the applicable Debentures, compounded quarterly as of each Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under by applicable law. No interest shall otherwise due during an Optional Deferral Period will be due and payable during an Optional Deferral Period, except at on the Debentures until the end of such Optional Deferral Period except upon an acceleration or upon a redemption of the Series 2015A Notes Debentures during such Optional Deferral Period. So long as no Event .
(iii) At the end of Default has occurred and is continuing, prior to five years following the termination commencement of any an Optional Deferral Period, the Company may further defer must pay all accrued and unpaid deferred interest, including compounded interest, and the payment Company’s failure to pay all accrued and unpaid deferred interest, including compounded interest, for a period of interest by extending 30 days after the conclusion of such Optional Deferral Period; provided that such Optional Deferral Period together with all such previous and further deferrals five-year period will result in an Event of interest payments shall not exceed forty Default.
(40iv) consecutive quarterly periods at any one time or extend beyond the Stated Maturity. Upon the termination of any Optional Deferral Period, which shall be an Interest Payment Date, the The Company shall pay all deferred interest accrued and unpaid on in accordance with the Series 2015A Notes, including any Additional provisions of Section 2.03 of the Original Indenture applicable to Defaulted Interest, to the Person in whose name the Series 2015A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A Notes as described above. During an Optional Deferral Period, subject to the next succeeding sentence, the Company (a) shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and .
(b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2015A Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to the Trustee notice, as provided in Section 105 and the holders of Debentures written notice of its election to commence or continue any Optional Deferral Period at least one (1) and not more than sixty (60) Business Days prior to the applicable Interest Payment Date (subject to the applicable procedures to DTC). Notice of the Original Indenture, of its selection or extension Company’s election of an Optional Deferral Period at least 10 Business Days and not more than 60 Business Days prior to the earlier of (a) the next applicable Interest Payment Date or (b) the date, if any, upon which the Company is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organization. In addition, the Company shall deliver be given to the Trustee an Officers’ Certificate stating that no default or Event and each holder of Default shall have occurred and be continuingDebentures at such holder’s address appearing in the Security Register by first-class mail, postage prepaid, or, in the case of Global Securities, by transmission to DTC. Subject to receipt of such Officers’ CertificateNotwithstanding the foregoing, the Trustee shall forward such notice promptly to the Holders failure of the Series 2015A Notes Company to provide notice in accordance with this Section 1.04(b) of its election to commence or continue any Optional Deferral Period, including any deemed election as provided in Section 106 1.04(a)(i), shall not affect the validity of the Original Indenture. SECTION 105. Denominations. The Series 2015A Notes may be issued in the denominations such deferral hereunder and shall not constitute an Event of $25.00, or any integral multiple thereofDefault.
Appears in 1 contract
Deferral of Interest Payments. So long as no Event The Company has the right to defer payments of Default has occurred and is continuing, the Company may, at its option, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Series 2015A Notes B Debentures by extending the interest payment period for up from time to forty (40) consecutive quarterly periods (each period, commencing time on the date that the first such interest payment would otherwise have been made, Series B Debentures (an “Optional Deferral Extension Period”). A deferral of During an Extension Period, interest will continue to accrue on the Series B Debentures. If the Company decides to defer interest payments may on the Series B Debentures, the Extension Period shall not exceed five consecutive years. An Extension Period shall not extend beyond the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the Series 2015A Notes will accrue additional interest at the Securities Rate from the applicable Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under applicable law. No interest shall be due and payable during an Optional Deferral Period, except at the end of such Optional Deferral Period or upon a redemption stated maturity of the Series 2015A Notes during such Optional Deferral PeriodB Debentures. So long as no Event of Default has occurred and is continuing, prior Prior to the termination of any Optional Deferral Extension Period, the Company may further defer the payment payments of interest by extending such Optional Deferral Period; provided that such Optional Deferral Period the Extension Period, together with all such previous and further deferrals of interest payments shall extensions thereof, may not exceed forty (40) five consecutive quarterly periods at any one time or extend beyond years. There could be multiple Extension Periods of varying lengths throughout the Stated Maturityterm of the Series B Debentures. Upon the termination of any Optional Deferral such Extension Period and upon the payment of all accrued and unpaid interest then due, the Company may select a new Extension Period, subject to the above limitations and requirements. Upon the termination of any Extension Period, which termination shall be on an Interest Payment Date, the Company shall pay all interest accrued and unpaid Deferred Interest on the Series 2015A Notes, including any Additional Interest, next succeeding Interest Payment Date to the Person in whose name the Series 2015A Notes B Debentures are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, Deferred Interest payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once If the Company pays all interest accrued and unpaid on the Series 2015A Notes, including shall have given notice of its election to select any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A Notes as described above. During an Optional Deferral Extension Period, subject to the next succeeding sentence, the Company (a) shall not (1) declare or pay any dividend dividends or make any distributions with respect toon, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b2) shall not make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank equally with, or junior to, the Series B Debentures, or (including guarantees3) make any guarantee payments with respect to any guarantee issued by the Company which rank pari passu with if such guarantee ranks equally with, or junior to to, the Series 2015A Notes. The preceding sentenceB Debentures, howeverother than, shall not restrict in each case, repurchases, redemptions or other acquisitions of shares of its:
(i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants or in connection with a dividend reinvestment or shareholder stock purchase plan;
(ii) as a result of an exchange or conversion of one class or series of the Company’s capital stock for another any class or series of the Company’s capital stock, or any capital stock of a subsidiary of the Company, for any class or series of the Company’s capital stock or of any class or series of the Company’s then outstanding indebtedness for any class or series of the Company’s capital stock;
(iiiii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such the capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, ;
(iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with payments under any employment contract, incentive plan, benefit plan or other similar arrangement of guarantee executed and delivered by the Company or concurrently with the issuance of any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or Preferred Securities;
(v) any declaration of a dividend in the form of capital stock in connection with implementation of any stockholdersshareholders’ rights plan, or the issuance of rights, rights to capital stock or other property under any such shareholders’ rights plan, or the redemptionredemption or repurchase of rights pursuant to any such plan; or
(vi) any dividend in the form of stock, repurchase warrants, options or other acquisition rights where the dividend stock or the stock issuable upon exercise of the warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks on a parity with or junior to the stock, if at such time
(i) the Company has actual knowledge of any such rights pursuant theretoevent that (a) with the giving of notice or the lapse of time, or both, would constitute an event of default under the applicable indenture, and (b) the Company has not taken reasonable steps to cure the same;
(ii) the Company is in default with respect to payment of any obligations under any guarantee executed and delivered concurrently with the issuance of any Preferred Securities; or
(iii) an extension period is continuing. The Company shall provide to give the Trustee noticeHolder or Holders of the Series B Debentures, the Trustee, the Remarketing Agent and the Calculation Agent, notice as provided in Section Sections 105 and 106, respectively, of the Original Indenture, Indenture of its selection or extension of an Optional Deferral Extension Period at least 10 one Business Days and not more than 60 Business Days Day prior to the earlier of (ai) the next applicable Regular Record Date relating to the Interest Payment Date on which the Extension Period is to commence or relating to the Interest Payment Date on which an Extension Period that is being extended would otherwise terminate, or (bii) the date, if any, upon which date the Company or the Trust is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organizationorganization of the record date or the date such distributions are payable. In additionThe Company shall cause the Trust to give notice of the Company’s selection of such Extension Period to Holders of the Trust Securities, the Calculation Agent and the Remarketing Agent. At any time any of the foregoing notices are given to the Trustee, the Company shall deliver give to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders of Paying Agent for the Series 2015A Notes B Debentures such information as provided said Paying Agent shall reasonably require in Section 106 of the Original Indenture. SECTION 105. Denominations. The order to fulfill its tax reporting obligations with respect to such Series 2015A Notes may be issued in the denominations of $25.00, or any integral multiple thereofB Debentures.
Appears in 1 contract
Samples: First Supplemental Indenture (Southwestern Electric Power Co)
Deferral of Interest Payments. So If no Event of Default (as such term is defined in the Indenture) has occurred and is continuing with respect to the XXXX, the Company may, at any time and from time to time, defer quarterly payments of the Interest Rate for up to 20 consecutive Quarterly Interest Periods; provided that a deferral of quarterly payments of the Interest Rate may not extend beyond the Maturity Date. A deferral of quarterly payments of the Interest Rate, in and of itself, if made in accordance with the provisions of the Indenture, shall not constitute an Event of Default. The Company shall not defer distributions of Additional Interest. If the Company defers quarterly payments of the Interest Rate, the Contingent Principal Amount per XXXX shall be increased by the amount of the deferred quarterly payments of the Interest Rate, plus accrued interest thereon at an annual rate of 2.309%, compounded quarterly, and the Early Exchange Ratio shall increase to 100% from the date the Company notifies the Trustee of its decision to defer quarterly payments of the Interest Rate. After the Company pays all deferred quarterly payments of the Interest Rate, plus accrued interest thereon, together with the quarterly payment of the Interest Rate for the current Quarterly Interest Period, the Contingent Principal Amount shall be reduced by the amount of that payment of deferred quarterly payments of the Interest Rate plus accrued interest thereon, the Early Exchange Ratio shall decrease to 95%, and the Company may thereafter again defer quarterly payments of the Interest Rate as described above. Instead of paying or deferring cash payments of the Interest Rate for a Quarterly Interest Period, so long as the then Current Market Value (determined on the date that the Company notifies the Trustee of its decision to increase the number of Reference Shares attributable to each XXXX) of the Reference Shares exceeds the Original Principal Amount, the Company may at its option, but is not obligated to, increase the number of Reference Shares attributable to each XXXX by 0.57725% with respect to any quarterly payment of the Interest Rate (an annual rate of 2.309%). A decision to increase the number of Reference Shares attributable to each XXXX in lieu of making a quarterly payment of the Interest Rate, in and of itself, if made in accordance with the provisions of the Indenture, shall not constitute an Event of Default. If the Company elects to make this Reference Share increase, (i) the Company shall be deemed current on that quarterly payment of the Interest Rate, (ii) the Contingent Principal Amount per XXXX shall not increase, (iii) the Holder of this Security shall not be entitled to receive cash interest for that Quarterly Interest Period, and (iv) the Early Exchange Ratio shall be 100% for the following Quarterly Interest Period. Thereafter, provided the Company is current on all quarterly payments of the Interest Rate, the Early Exchange Ratio shall decrease to 95%. All Reference Share increases, together with any successive Reference Share increases, shall continue to be in effect until the Maturity Date or Redemption Date of the XXXX, as the case may be. At the time the Company elects to give notice that it does not intend to pay a quarterly payment of the Interest Rate in cash, it must elect to either accrue cash interest on the XXXX for that Quarterly Interest Period or increase the number of Reference Shares attributable to the XXXX, each as described above. The Company shall give the Trustee notice if the Company decides to defer interest payments on the XXXX and shall prepare a press release to be provided to DTC for dissemination through the DTC broadcast facility. The Company shall give that notice to the Trustee one Business Day before the earlier of (i) the Regular Record Date for the next Interest Payment Date; or (ii) the date the Company is required by the rules of the NYSE (or any other applicable self-regulatory organization) to give notice to such organization or to the Holder of this Security as of the Regular Record Date or the Interest Payment Date. When applicable under the Indenture, the Company shall state in the notice that it is not subject to the twenty (20) consecutive Quarterly Interest Period limitation on deferral and may continue to defer quarterly payments of the Interest Rate until the Maturity Date or the Redemption Date, as the case may be. The notice described above shall set forth: (i) the Quarterly Interest Period with respect to which the Company is electing to defer payment of interest, (ii) the exact amount of increase of the Contingent Principal Amount per XXXX, (iii) the total amount of increase of the Contingent Principal Amount for all outstanding XXXX, (iv) a statement that the Early Exchange Ratio will increase to 100% prospectively from that date and (v) that no Event of Default has occurred and is continuingcontinuing with respect to the XXXX. The Company is required to deliver such notice for each interest payment deferred. If and when the Company pays all of its deferred interest and accrued interest, it must deliver to the Trustee a notice setting forth the calculation of accrued interest owed per XXXX and the total amount owed on all outstanding XXXX. If the Company elects to increase the amount of Reference Shares payable for each XXXX as provided for in the Indenture in lieu of paying accrued interest for that Quarterly Interest Period, it shall deliver a notice to the Trustee setting forth: (i) the amount of such increase and the total amount, after such increase, of Reference Shares applicable to each XXXX and (ii) the total amount of Reference Shares applicable to all outstanding XXXX. In the event all of the Reference Shares cease to be Outstanding as a result of a tender offer, an exchange offer, a business combination or otherwise, the Company's right to defer quarterly payments of the Interest Rate under the Indenture shall no longer be subject to the twenty (20) consecutive Quarterly Interest Period limitation on deferral set forth in the Indenture. If such an event occurs, the Company mayshall have the right to defer quarterly payments of the Interest Rate until the Maturity Date or the Redemption Date, at its optionas the case may be, on one or more occasionsprovided, however, the Company shall not defer payment of all the Interest Rate beyond the Maturity Date. Principal Amount The Original Principal Amount per XXXX is equal to $58.25. The minimum amount payable upon redemption or part maturity of a XXXX (the "Contingent Principal Amount") shall initially be equal to the Original Principal Amount. If the sum of the current Reference Shares Dividend Amount and accrued interest otherwise due on any Additional Interest for a Quarterly Interest Period is greater than $.045, the Series 2015A Notes by extending Contingent Principal Amount per XXXX shall be reduced to the interest payment period for up to forty (40) consecutive quarterly periods (each period, commencing on the date extent necessary so that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not extend beyond the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the Series 2015A Notes will accrue additional interest at the Securities Rate yield from the applicable Issue Date to the Interest Payment Date relating to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under applicable law. No interest shall be due and payable during an Optional Deferral Period, except at the end of such Optional Deferral Quarterly Interest Period or upon a redemption of the Series 2015A Notes during such Optional Deferral Period. So long as no Event of Default has occurred and is continuing, prior to the termination of any Optional Deferral Period, the Company may further defer the payment of interest by extending such Optional Deferral Period; provided that such Optional Deferral Period together with all such previous and further deferrals of interest payments shall not exceed forty (40) consecutive quarterly periods at any one time or extend beyond the Stated Maturity. Upon the termination of any Optional Deferral Period, which shall be an Additional Interest Payment Date, as the Company case may be (including all quarterly payments of the Interest Rate and the fair market value of any Additional Interest payments) does not exceed a 2.309% annual yield. In no event shall pay all interest accrued the Contingent Principal Amount per XXXX be less than zero. The Contingent Principal Amount per XXXX shall be increased to the extent that the sum of the Reference Shares Dividend Amount and unpaid any Additional Interest for a Quarterly Interest Period paid on the Series 2015A NotesReference Shares attributable to one XXXX is less than $.045, including any Additional Interest, so that the yield from the Issue Date to the Person in whose name the Series 2015A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A Notes as described above. During an Optional Deferral Period, subject to the next succeeding sentence, the Company (a) shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2015A Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to the Trustee notice, as provided in Section 105 of the Original Indenture, of its selection or extension of an Optional Deferral Period at least 10 Business Days and not more than 60 Business Days prior to the earlier of (a) the next applicable Interest Payment Date or (b) relating to the date, if any, upon which the Company is required to give notice of such Interest Payment Date or the Regular Record Date thereof relating to the New York Stock Exchange or any applicable self-regulatory organization. In addition, the Company shall deliver to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders Quarterly Interest Period (including all quarterly payments of the Series 2015A Notes as provided in Section 106 Interest Rate and the fair market value of the Original Indenture. SECTION 105. Denominations. The Series 2015A Notes may be issued in the denominations of $25.00, or any integral multiple thereofAdditional Interest payments) is not less than a 2.309% annual yield.
Appears in 1 contract
Deferral of Interest Payments. So long as no Event of Default has occurred and is continuing, the Company may, has the right at its option, on one or more occasions, defer payment of all or part of the current any time and accrued interest otherwise due on the Series 2015A Notes by extending from time to time to extend the interest payment period of the Debentures for up to forty (40) 10 consecutive quarterly semi-annual periods (each period, commencing on the date that the first such interest payment would otherwise have been madeeach, an “Optional Deferral Extension Period”). A deferral of interest payments may , but not extend beyond the Stated Maturity or end on a day other than an Interest Payment DateMaturity. Any deferred interest on the Series 2015A Notes will accrue additional interest at the Securities Rate from the applicable Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under applicable law. No interest shall be due and payable during an Optional Deferral Period, except at the end of such Optional Deferral Period or upon a redemption of the Series 2015A Notes during such Optional Deferral Period. So long as no Event of Default has occurred and is continuing, prior Prior to the termination of any Optional Deferral such Extension Period, the Company may further defer extend the interest payment of interest by extending such Optional Deferral Period; period, provided that such Optional Deferral Period Extension Period, together with all such previous and further deferrals extensions of interest payments that Extension Period, shall not exceed forty (40) 10 consecutive quarterly periods at any one time or extend beyond the Stated Maturitysemi-annual periods. Upon the termination of any Optional Deferral such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may select a new Extension Period, subject to the above limitations and requirements. Upon the termination of any Extension Period, which termination shall be on an Interest Payment Date, the Company shall pay all interest accrued and unpaid Deferred Interest on the Series 2015A Notes, including any Additional Interest, next succeeding Interest Payment Date to the Person in whose name the Series 2015A Notes Debentures are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, Deferred Interest payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2015A Notes, including During any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A Notes as described above. During an Optional Deferral Extension Period, subject to the next succeeding sentence, the Company (a) shall not (i) declare or pay any dividend or make any distributions with respect todistribution on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and stock or (bii) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which that rank pari passu with or junior to the Series 2015A Notes. The preceding sentence, however, shall not restrict Debentures (iother than (a) any of the actions described dividends or distributions in the preceding sentence resulting from any reclassification common stock of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (vb) any declaration of a dividend in connection with the implementation of any stockholders’ a shareholders' rights plan, or the issuance of rights, stock or other property under any such planplan in the future, or the redemption, redemption or repurchase or other acquisition of any such rights pursuant thereto, and (c) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans). The Company shall provide to give the Holder or Holders of the Debentures and the Trustee notice, as provided in Section Sections 105 and 106, respectively, of the Original Indenture, of its selection or extension of an Optional Deferral Extension Period at least 10 one Business Days and not more than 60 Business Days Day prior to the earlier of (ai) the next applicable Regular Record Date relating to the Interest Payment Date on which the Extension Period is to commence or relating to the Interest Payment Date on which an Extension Period that is being extended would otherwise terminate, or (bii) the date, if any, upon which date the Company is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any other applicable self-regulatory organizationorganization of the record date or the date such payments are payable. In additionAt the time any of the foregoing notices are given to the Trustee, the Company shall deliver give to the Trustee an Officers’ Certificate stating that no default or Event of Default Paying Agent for the Debentures such information as said Paying Agent shall have occurred and be continuing. Subject reasonably require in order to receipt of fulfill tax reporting obligations with respect to such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders of the Series 2015A Notes as provided in Section 106 of the Original Indenture. SECTION 105. Denominations. The Series 2015A Notes may be issued in the denominations of $25.00, or any integral multiple thereofDebentures.
Appears in 1 contract
Samples: Supplemental Indenture (Virginia Electric & Power Co)
Deferral of Interest Payments. So long as no Event of Default has occurred and is continuing, the Company may, at its option, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Series 2015A 2017B Notes by extending the interest payment period for up to forty (40) consecutive quarterly periods (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not extend beyond the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the Series 2015A 2017B Notes will accrue additional interest at the Securities Rate from the applicable Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under applicable law. No interest shall be due and payable during an Optional Deferral Period, except at the end of such Optional Deferral Period or upon a redemption of the Series 2015A 2017B Notes during such Optional Deferral Period. So long as no Event of Default has occurred and is continuing, prior to the termination of any Optional Deferral Period, the Company may further defer the payment of interest by extending such Optional Deferral Period; provided that such Optional Deferral Period together with all such previous and further deferrals of interest payments shall not exceed forty (40) consecutive quarterly periods at any one time or extend beyond the Stated Maturity. Upon the termination of any Optional Deferral Period, which shall be an Interest Payment Date, the Company shall pay all interest accrued and unpaid on the Series 2015A 2017B Notes, including any Additional Interest, to the Person in whose name the Series 2015A 2017B Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A 2017B Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2015A 2017B Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A 2017B Notes as described above. During an Optional Deferral Period, subject to the next succeeding sentence, the Company (a) shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2015A 2017B Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to the Trustee notice, as provided in Section 105 of the Original Indenture, of its selection or extension of an Optional Deferral Period at least 10 Business Days and not more than 60 Business Days prior to the earlier of (a) the next applicable Interest Payment Date or (b) the date, if any, upon which the Company is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organization. In addition, the Company shall deliver to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders of the Series 2015A 2017B Notes as provided in Section 106 of the Original Indenture. SECTION 105. Denominations. The Series 2015A 2017B Notes may be issued in the denominations of $25.00, or any 25.00 and integral multiple multiples of $25.00 in excess thereof.
Appears in 1 contract
Deferral of Interest Payments. So long as no Event of Default The Company has occurred the right at any time and is continuing, the Company may, at its option, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Series 2015A Notes by extending from time to time to extend the interest payment period of the Series A Notes for up to forty 20 consecutive quarters (40) consecutive quarterly periods (each period, commencing on the date that the first such interest payment would otherwise have been madeeach, an “Optional Deferral Extension Period”). A deferral of interest payments may , but not extend beyond the Stated Maturity or end on a day other than an Interest Payment DateMaturity. Any deferred interest on Notwithstanding the Series 2015A Notes will accrue additional interest at foregoing, the Securities Rate from Company has no right to extend its obligation to pay such amounts as are defined in clause (i) of the applicable Interest Payment Date to the date definition of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under applicable law. No interest shall be due and payable during an Optional Deferral Period, except at the end of such Optional Deferral Period or upon a redemption of the Series 2015A Notes during such Optional Deferral Period. So long as no Event of Default has occurred and is continuing, prior Prior to the termination of any Optional Deferral such Extension Period, the Company may further defer extend the interest payment of interest by extending such Optional Deferral Period; period, provided that such Optional Deferral Period Extension Period, together with all such previous and further deferrals extensions of interest payments that Extension Period, shall not exceed forty (40) 20 consecutive quarterly periods at any one time or extend beyond the Stated Maturityquarters. Upon the termination of any Optional Deferral such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may select a new Extension Period, subject to the above limitations and requirements. Upon the termination of any Extension Period, which termination shall be on an Interest Payment Date, the Company shall pay all interest accrued and unpaid Deferred Interest on the Series 2015A Notes, including any Additional Interest, next succeeding Interest Payment Date to the Person in whose name the Series 2015A A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, Deferred Interest payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2015A Notes, including During any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A Notes as described above. During an Optional Deferral Extension Period, subject to the next succeeding sentence, the Company (a) shall not (i) declare or pay any dividend or make any distributions with respect todistribution on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and or make any guarantee payments with respect to the foregoing or (bii) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which that rank pari passu with or junior to the Series 2015A A Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to give the Holder or Holders of the Series A Notes and the Trustee notice, as provided in Section Sections 105 and 106, respectively, of the Original Indenture, of its selection or extension of an Optional Deferral Extension Period at least 10 one Business Days and not more than 60 Business Days Day prior to the earlier of (ai) the next applicable Regular Record Date relating to the Interest Payment Date on which the Extension Period is to commence or relating to the Interest Payment Date on which an Extension Period that is being extended would otherwise terminate, or (bii) the date, if any, upon which date the Company or Securities Trust is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any other applicable self-regulatory organizationorganization of the record date or the date such distributions are payable. In additionThe Company shall pay to the United States or other taxing authority, as additional interest on the Series A Notes, when the same shall be due to the United States or other taxing authority, the amount set forth in clause (i) of the definition of Additional Interest. At the time any of the foregoing notices are given to the Trustee, the Company shall deliver give to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders of Paying Agent for the Series 2015A A Notes such information as provided said Paying Agent shall reasonably require in Section 106 of the Original Indenture. SECTION 105. Denominations. The order to fulfill tax reporting obligations with respect to such Series 2015A Notes may be issued in the denominations of $25.00, or any integral multiple thereofA Notes.
Appears in 1 contract
Samples: Subordinated Note Indenture (Virginia Electric & Power Co)
Deferral of Interest Payments. So long as no Event of Default has occurred and is continuing, the Company may, at its option, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Series 2015A 2020A Notes by extending the interest payment period for up to forty (40) consecutive quarterly periods (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not extend beyond the Stated Maturity or end on a day other than an Interest Payment Date. Any deferred interest on the Series 2015A 2020A Notes will accrue additional interest at the Securities Rate from the applicable Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under applicable law. No interest shall be due and payable during an Optional Deferral Period, except at the end of such Optional Deferral Period or upon a redemption of the Series 2015A 2020A Notes during such Optional Deferral Period. So long as no Event of Default has occurred and is continuing, prior to the termination of any Optional Deferral Period, the Company may further defer the payment of interest by extending such Optional Deferral Period; provided that such Optional Deferral Period together with all such previous and further deferrals of interest payments shall not exceed forty (40) consecutive quarterly periods at any one time or extend beyond the Stated Maturity. Upon the termination of any Optional Deferral Period, which shall be an Interest Payment Date, the Company shall pay all interest accrued and unpaid on the Series 2015A 2020A Notes, including any Additional Interest, to the Person in whose name the Series 2015A 2020A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A 2020A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2015A 2020A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A 2020A Notes as described above. During an Optional Deferral Period, subject to the next succeeding sentence, the Company (a) shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2015A 2020A Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to the Trustee notice, as provided in Section 105 of the Original Indenture, of its selection or extension of an Optional Deferral Period at least 10 Business Days and not more than 60 Business Days prior to the earlier of (a) the next applicable Interest Payment Date or (b) the date, if any, upon which the Company is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organization. In addition, the Company shall deliver to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders of the Series 2015A 2020A Notes as provided in Section 106 of the Original Indenture. SECTION 105. Denominations. The Series 2015A Notes may be issued in the denominations of $25.00, or any integral multiple thereof.
Appears in 1 contract
Deferral of Interest Payments. (a) The Company shall have the option to defer interest payments on the Debentures as follows:
(i) So long as no Event of Default with respect to the Debentures has occurred and is continuing, the Company may, at its optionin the Company’s sole discretion, defer interest payments on the Debentures for one or more occasions, defer payment Optional Deferral Periods of all or part of the current and accrued interest otherwise due on the Series 2015A Notes by extending the interest payment period for up to forty (40) five consecutive quarterly periods (years each periodwithout giving rise to an Event of Default, commencing on the date provided that the first such interest payment would otherwise have been made, an “no Optional Deferral Period”). A deferral of interest payments may not Period shall extend beyond the Stated Maturity Date, the earlier accelerated maturity date of the Debentures or end other redemption in full of the Debentures. Whether or not notice pursuant to Section 1.04(b) is given, if the Company shall fail to pay interest on a day other than an the Debentures on any Interest Payment Date, the Company shall be deemed to elect to defer payment of such interest on such Interest Payment Date, unless the Company shall pay such interest in full within five Business Days after such Interest Payment Date. Any If the Company shall have paid all deferred interest (including compounded interest) on the Series 2015A Notes Debentures, the Company shall have the right to elect to begin a new Optional Deferral Period pursuant to this Section 1.04.
(ii) During an Optional Deferral Period, interest will continue to accrue at the then-applicable interest rate on the Debentures, and deferred interest payments will accrue additional interest at the Securities Rate from then-applicable interest rate on the applicable Debentures, compounded semi-annually as of each Interest Payment Date to the date of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under by applicable law. No interest shall otherwise due during an Optional Deferral Period will be due and payable during an Optional Deferral Period, except at on the Debentures until the end of such Optional Deferral Period except upon an acceleration or upon a redemption of the Series 2015A Notes Debentures during such Optional Deferral Period. So long as no Event .
(iii) At the end of Default has occurred and is continuing, prior to five years following the termination commencement of any an Optional Deferral Period, the Company may further defer must pay all accrued and unpaid deferred interest, including compounded interest, and the payment Company’s failure to pay all accrued and unpaid deferred interest (including compounded interest, if any) for a period of interest by extending 30 days after the conclusion of such Optional Deferral Period; provided that such Optional Deferral Period together with all such previous and further deferrals five-year period will result in an Event of interest payments shall not exceed forty Default.
(40iv) consecutive quarterly periods at any one time or extend beyond the Stated Maturity. Upon the termination of any Optional Deferral Period, which shall be an Interest Payment Date, the The Company shall pay all deferred interest accrued and unpaid on in accordance with the Series 2015A Notes, including any Additional provisions of Section 2.03 of the Original Indenture applicable to Defaulted Interest, to the Person in whose name the Series 2015A Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once the Company pays all interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A Notes as described above. During an Optional Deferral Period, subject to the next succeeding sentence, the Company (a) shall not declare or pay any dividend or make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, and .
(b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Series 2015A Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to the Trustee notice, as provided in Section 105 and the holders of Debentures written notice of its election to commence or continue any Optional Deferral Period at least one (1) and not more than sixty (60) Business Days prior to the applicable Interest Payment Date (subject to the applicable procedures to DTC). Notice of the Original Indenture, of its selection or extension Company’s election of an Optional Deferral Period at least 10 Business Days and not more than 60 Business Days prior to the earlier of (a) the next applicable Interest Payment Date or (b) the date, if any, upon which the Company is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any applicable self-regulatory organization. In addition, the Company shall deliver be given to the Trustee an Officers’ Certificate stating that no default or Event and each holder of Default shall have occurred and be continuingDebentures at such holder’s address appearing in the Security Register by first-class mail, postage prepaid, or, in the case of Global Securities, by transmission to DTC. Subject to receipt of such Officers’ CertificateNotwithstanding the foregoing, the Trustee shall forward such notice promptly to the Holders failure of the Series 2015A Notes Company to provide notice in accordance with this Section 1.04(b) of its election to commence or continue any Optional Deferral Period, including any deemed election as provided in Section 106 1.04(a)(i), shall not affect the validity of the Original Indenture. SECTION 105. Denominations. The Series 2015A Notes may be issued in the denominations such deferral hereunder and shall not constitute an Event of $25.00, or any integral multiple thereofDefault.
Appears in 1 contract
Samples: Second Supplemental Indenture (Athene Holding Ltd.)
Deferral of Interest Payments. So long as no Event of Default The Company has occurred the right at any time and is continuing, the Company may, at its option, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Series 2015A Notes by extending from time to time to extend the interest payment period of the Series __ Notes for up to forty ten (4010) consecutive quarterly semi-annual periods (each period, commencing on the date that the first such interest payment would otherwise have been madeeach, an “Optional Deferral "Extension Period”"). A deferral of interest payments may , but not extend beyond the Stated Maturity or end on a day other than an Interest Payment DateMaturity. Any deferred interest on Notwithstanding the Series 2015A Notes will accrue additional interest at foregoing, the Securities Rate from Company has no right to extend its obligation to pay such amounts as are defined in clause (i) of the applicable Interest Payment Date to the date definition of payment, compounded quarterly (such deferred interest and additional interest accrued thereon, “Additional Interest”), to the extent permitted under applicable law. No interest shall be due and payable during an Optional Deferral Period, except at the end of such Optional Deferral Period or upon a redemption of the Series 2015A Notes during such Optional Deferral Period. So long as no Event of Default has occurred and is continuing, prior Prior to the termination of any Optional Deferral such Extension Period, the Company may further defer extend the interest payment of interest by extending such Optional Deferral Period; period, provided that such Optional Deferral Period Extension Period, together with all such previous and further deferrals extensions of interest payments that Extension Period, shall not exceed forty ten (4010) consecutive quarterly periods at any one time or extend beyond the Stated Maturitysemi-annual periods. Upon the termination of any Optional Deferral such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due, the Company may select a new Extension Period, subject to the above limitations and requirements. Upon the termination of any Extension Period, which termination shall be on an Interest Payment Date, the Company shall pay all interest accrued and unpaid Deferred Interest on the Series 2015A Notes, including any Additional Interest, next succeeding Interest Payment Date to the Person in whose name the Series 2015A __ Notes are registered on the Regular Record Date for such Interest Payment Date, provided that interest accrued and unpaid on the Series 2015A Notes, including any Additional Interest, Deferred Interest payable at Stated Maturity or on any Redemption Date will be paid to the Person to whom principal is payable. Once If the Company pays all interest accrued and unpaid on the Series 2015A Notes, including shall have given notice of its election to select any Additional Interest, it shall be entitled again to defer interest payments on the Series 2015A Notes as described above. During an Optional Deferral Extension Period, subject to the next succeeding sentence, the Company (a) shall not (i) declare or pay any dividend or make any distributions with respect todistribution on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock, or make any guarantee payments with respect to the foregoing and (bii) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guaranteesguarantees other than its guarantee of the Capital Securities issued by the Securities Trust) issued by the Company which that rank pari passu with or junior to the Series 2015A __ Notes. The preceding sentence, however, shall not restrict (i) any of the actions described in the preceding sentence resulting from any reclassification of the Company’s capital stock or the exchange or conversion of one class or series of the Company’s capital stock for another class or series of the Company’s capital stock, (ii) the purchase of fractional interests in shares of the Company’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iii) dividends, payments or distributions payable in shares of capital stock, (iv) redemptions, purchases or other acquisitions of shares of capital stock in connection with any employment contract, incentive plan, benefit plan or other similar arrangement of the Company or any of its subsidiaries or in connection with a dividend reinvestment or stock purchase plan, or (v) any declaration of a dividend in connection with implementation of any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan, or the redemption, repurchase or other acquisition of any such rights pursuant thereto. The Company shall provide to give the Holder or Holders of the Series __ Notes and the Trustee notice, as provided in Section Sections 105 and 106, respectively, of the Original Indenture, of its selection or extension of an Optional Deferral Extension Period at least 10 one Business Days and not more than 60 Business Days Day prior to the earlier of (ai) the next applicable Regular Record Date relating to the Interest Payment Date on which the Extension Period is to commence or relating to the Interest Payment Date on which an Extension Period that is being extended would otherwise terminate, or (bii) the date, if any, upon which date the Company or Securities Trust is required to give notice of such Interest Payment Date or the Regular Record Date thereof to the New York Stock Exchange or any other applicable self-regulatory organizationorganization of the record date or the date such distributions are payable. In additionThe Company shall cause the Securities Trust to give notice of the Company's selection of such Extension Period to Holders of the Trust Securities. The month in which any notice is given pursuant to the immediately preceding sentence of this Section shall constitute the first month of the first semi-annual period of the ten (10) semi-annual periods, which comprise the Maximum Extension Period. At any time any of the foregoing notices are given to the Trustee, the Company shall deliver give to the Trustee an Officers’ Certificate stating that no default or Event of Default shall have occurred and be continuing. Subject to receipt of such Officers’ Certificate, the Trustee shall forward such notice promptly to the Holders of Paying Agent for the Series 2015A __ Notes such information as provided said Paying Agent shall reasonably require in Section 106 of the Original Indenture. SECTION 105. Denominations. The order to fulfill its tax reporting obligations with respect to such Series 2015A Notes may be issued in the denominations of $25.00, or any integral multiple thereof__ Notes.
Appears in 1 contract
Samples: First Supplemental Indenture (Gulf Power Capital Trust Ii)