Common use of Dividend and Other Payment Restrictions Clause in Contracts

Dividend and Other Payment Restrictions. (a) For so long as any shares of Redeemable Convertible Preferred Stock are outstanding, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, without the consent of the Holders of at least 66- 2/3% of the outstanding voting power of the Redeemable Convertible Preferred Stock create or permit to exist or become effective any consensual encumbrance or restriction (other than pursuant to this Certificate of Designations, other Senior Stock, the Series B-2 Stock or the indenture, as supplemented, governing the Company’s Senior Secured Notes due 2010) on the ability of any Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (i) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 14 to be incurred; (ii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; and (iii) with respect to Section 16(a)(iii) only, any of the following encumbrances or restrictions: (A) customary non-assignment provisions in leases, licenses and contracts entered into in the ordinary course of business; (B) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired; (C) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (D) customary restrictions on the subletting, assignment or transfer of any property or asset that is subject to a lease, farm-in agreement or farm-out agreement, license or similar contract, or the assignment or transfer of any such lease, license or other contract; and (E) customary restrictions on the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business.

Dividend and Other Payment Restrictions. (a) For so long as any shares of Redeemable Convertible Preferred Stock are outstanding, the Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, without the consent of the Holders of at least 66- 66-2/3% of the outstanding voting power of the Redeemable Convertible Preferred Stock create or permit to exist or become effective any consensual encumbrance or restriction (other than pursuant to this Certificate of Designations, other Senior Stock, the Series B-2 B-1 Stock or the indenture, as supplemented, governing the Company’s Senior Secured Notes due 2010) on the ability of any Restricted Subsidiary to: (i) pay dividends or make any other distributions on its Capital Stock or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. (b) The preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (i) any instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by Section 14 to be incurred; (ii) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by such Restricted Subsidiary pending its sale or other disposition; and (iii) with respect to Section 16(a)(iii) only, any of the following encumbrances or restrictions: (A) customary non-assignment provisions in leases, licenses and contracts entered into in the ordinary course of business; (B) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired; (C) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (D) customary restrictions on the subletting, assignment or transfer of any property or asset that is subject to a lease, farm-in agreement or farm-out agreement, license or similar contract, or the assignment or transfer of any such lease, license or other contract; and (E) customary restrictions on the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business.

Dividend and Other Payment Restrictions. (a) For so long as any shares of Redeemable Convertible Preferred Stock are outstanding, the The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, without the consent of the Holders of at least 66- 2/3% of the outstanding voting power of the Redeemable Convertible Preferred Stock create or permit to exist or become effective any consensual encumbrance or restriction (other than pursuant to this Certificate of Designations, other Senior Stock, the Series B-2 Stock or the indenture, as supplemented, governing the Company’s Senior Secured Notes due 2010) on the ability of any Restricted Subsidiary to: (i1) pay dividends or make any other distributions to the Company or any Restricted Subsidiary (i) on its Capital Stock or (ii) with respect to any other interest or participation in, or measured by, its profits; (2) pay any Indebtedness owed to the Company or any of its Restricted SubsidiariesSubsidiary; (ii3) make loans or advances to the Company or any of its Restricted SubsidiariesSubsidiary; or (iii4) transfer any of its properties or assets to the Company or any of its Restricted SubsidiariesSubsidiary. (b) The However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: (i1) Existing Indebtedness and the Senior Credit Facilities as in effect as of the Issue Date, and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings, of any thereof; provided, however, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are not, taken as a whole, materially more restrictive with respect to such dividend and other payment restrictions than those contained in those agreements as in effect on the Issue Date; (2) this Indenture, the Notes, the Subsidiary Guaranties, the Exchange Notes or the Registration Rights Agreement; (3) any applicable law, rule, regulation or order; (4) any instrument governing Indebtedness or Capital Stock agreement of a Person acquired by the Company or any of its Restricted Subsidiaries Subsidiary as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided, provided however, that, in the case of Indebtedness, such Indebtedness was permitted by Section 14 the terms of this Indenture to be incurred; (ii5) customary non-assignment provisions in contracts and licenses entered into in the ordinary course of business; (6) purchase money obligations for property acquired in the ordinary course of business and Capital Lease Obligations that impose restrictions on the property so acquired or leased of the nature described in clause (4) of paragraph (a) of this Section 4.05; (7) secured Indebtedness otherwise permitted under this Indenture, the terms of which limit the right of the debtor to dispose of the assets securing such Indebtedness; (8) Permitted Refinancing Indebtedness; provided, however, that the material restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not, taken as a whole, materially more restrictive with respect to such dividend and other payment restrictions than those contained in the agreements governing the Indebtedness being Refinanced; (9) any agreement for the sale or other disposition of a Restricted Subsidiary or an asset that restricts distributions by such Restricted Subsidiary or transfers of such asset pending its the sale or other disposition; (10) Liens permitted to be incurred by Section 4.11 of this Indenture that limit the right of the debtor to dispose of the assets subject to such Liens; (11) provisions limiting the disposition, dividend or distribution of assets or property in joint venture agreements, partnership agreements, limited liability company operating agreements, asset sale agreements, sale-leaseback agreements, stock or equity sale agreements and other similar agreements, which limitation is applicable only to the assets or property that are the subject of such agreements; and (iii12) with respect to Section 16(a)(iii) only, any of the following encumbrances restrictions on cash or restrictions: (A) customary non-assignment provisions in leases, licenses and other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business; (B) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on the property so acquired; (C) customary restrictions contained in asset sale agreements limiting the transfer of such assets pending the closing of such sale; (D) customary restrictions on the subletting, assignment or transfer of any property or asset that is subject to a lease, farm-in agreement or farm-out agreement, license or similar contract, or the assignment or transfer of any such lease, license or other contract; and (E) customary restrictions on the disposition or distribution of assets or property in operating agreements, joint venture agreements, development agreements, area of mutual interest agreements and other agreements that are customary in the Oil and Gas Business and entered into in the ordinary course of business.