Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures remain outstanding, it will not, and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement.
Appears in 8 contracts
Samples: Senior Debt Securities Guarantee Agreement (PartnerRe Finance B LLC), Subordinated Debt Securities Guarantee Agreement (PartnerRe Finance B LLC), Subordinated Debt Securities Guarantee Agreement (PartnerRe Finance B LLC)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Common Securities remain outstanding, it will not, and the Guarantor will not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions distribution on, or redeem, purchase, acquire or make a liquidation payment with respect to, to any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures, as defined in the Indenture) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees, as defined in the Indenture) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Series A Capital Securities Guarantee and the Series B Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this the Series A Capital Securities Guarantee Agreementor the Series B Capital Securities Guarantee or (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 6 contracts
Samples: Common Securities Guarantee Agreement (Astoria Capital Trust I), Common Securities Guarantee Agreement (Sky Financial Capital Trust I), Common Securities Guarantee Agreement (BFD Preferred Capital Trust Ii)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures of the Trust Preferred Securities remain outstanding, it will if there shall have occurred an Event of Default under this Trust Preferred Securities Guarantee, an event of default under the Indenture, an event of default under the Trust Agreement or during an Extended Interest Payment Period (as defined in the Indenture), then
(a) the Guarantor shall not, and will not permit any of its Subsidiaries Subsidiary to, (a) declare or pay any dividends or on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be stock (other than (i1) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the GuarantorGuarantor or such Subsidiary, (ii2) any declaration of a dividend in connection with the implementation of a stockholder’s shareholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii3) purchases of common stock of the purchase Guarantor related to the issuance of fractional shares resulting from a reclassification such common stock under any of the Guarantor’s capital stock's employee benefit plans for its directors, officers or employees, (iv4) the exchange or conversion as a result of a reclassification of any class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for solely into another class or series of the Guarantor’s 's capital stock, or (5) declarations or any Subsidiary’s) capital stock payments of dividends or of any class or series distributions payable by a Subsidiary of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant Guarantor to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under of its Subsidiaries);
(b) the Guarantor shall not, and will not permit any employment agreement Subsidiary to, make any payment of interest, principal or benefit plan for the benefit of the Guarantor’s directorspremium, officersif any, or employeesrepay, repurchase or redeem any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which debt securities issued by the Guarantor has actual knowledge that which rank pari passu with or junior to the Debentures;
(Ac) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps make any guarantee payments with respect to cureany guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, or however, that the Guarantor may make payments pursuant to its obligations under the Trust Preferred Securities Guarantee; and
(2d) the Guarantor shall be not redeem, purchase or acquire less than all of the Outstanding (as defined in default with respect to its payment the Indenture) Debentures or any of any obligations under this Guarantee Agreementthe Trust Preferred Securities.
Appears in 5 contracts
Samples: Trust Preferred Securities Guarantee Agreement (Florida Banks Inc), Trust Preferred Securities Guarantee Agreement (United Bancorporation of Alabama Inc), Trust Preferred Securities Guarantee Agreement (BCSB Bankcorp Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will not permit any of its Subsidiaries to, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (by) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantorpayments under this Guarantee, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under (A) in connection with any employment agreement or contract, benefit plan or other similar arrangement with or for the benefit of the Guarantor’s directorsone or more employees, officers, or employeesdirectors, or any consultants, (B) in connection with a dividend reinvestment or director, officer or employee stockholder stock purchase plan or (C) in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange, reclassification, combination or conversion of any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor) if at such time (1) there shall have occurred for any event class or series of which the Guarantor has actual knowledge that (A) with the giving of notice Guarantor's capital stock or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement.class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock,
Appears in 5 contracts
Samples: Guarantee Agreement (City Holding Co), Guarantee Agreement (Vineyard National Bancorp), Guarantee Agreement (Quanta Capital Holdings LTD)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Trust Preferred Securities remain outstanding, it will notif there shall have occurred a Guarantee Event of Default or an Event of Default, and will or an event that, with the giving of notice or the lapse of time, or both, would be a Guarantee Event of Default or an Event of Default then, prior to the payment of all accrued interest on outstanding Debentures , the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor (including under Other Guarantees) if such guarantee ranks equal to or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Trust Preferred Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement's dividend reinvestment plans).
Appears in 5 contracts
Samples: Guarantee Agreement (R&G Capital Trust VIII), Guarantee Agreement (R&g Financial Corp), Trust Preferred Securities Guarantee Agreement (East West Bancorp Capital Trust I)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Common Securities remain outstanding, it will not, and the Guarantor will not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions distribution on, or redeem, purchase, acquire or make a liquidation payment with respect to, to any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common stock and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including under Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this the Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.
Appears in 5 contracts
Samples: Common Securities Guarantee Agreement (Investors Financial Services Corp), Common Securities Guarantee Agreement (United National Bancorp), Common Securities Guarantee Agreement (Hubco Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series A Capital Securities Guarantee and the purchase Series B Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice is a Default or the lapse of time or both, would constitute an Event of Default under (each as defined in the Indenture Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series A Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 5 contracts
Samples: Series a Capital Securities Guarantee Agreement (BFD Preferred Capital Trust Ii), Series a Capital Securities Guarantee Agreement (Sky Financial Capital Trust I), Series a Capital Securities Guarantee Agreement (Astoria Capital Trust I)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt any securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares resulting from of capital stock following, a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under (as defined in the Indenture Indenture) and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2iii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series A Capital Securities Guarantee Agreementor (iv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.
Appears in 5 contracts
Samples: Capital Securities Guarantee Agreement (Investors Financial Services Corp), Capital Securities Guarantee Agreement (Hubco Inc), Capital Securities Guarantee Agreement (United National Bancorp)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures Preferred Securities remain outstanding, it will not, and will not permit any of its Subsidiaries (including the Debenture Issuer) to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares stock of the Guarantor Debenture Issuer or the Guarantor, as the case may be, or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor Debenture Issuer or the Guarantor, as the case may be, that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor Debenture Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Guarantor Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock (as defined in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares the Indenture) of the Debenture Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Debenture Issuer or the Guarantor, as the case may be, or the declaration of a dividend in connection with the implementation of a stockholder’s such rights plan, or the issuance of stock under any such plan plans in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stockpayments under any preferred securities guarantee, and (iv) purchases of Common Stock related to the exchange or conversion issuance of Common Stock under any class or series benefit plans of the Guarantor’s (Debenture Issuer or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of , as the Guarantor’s (or any Subsidiary’s) indebtednesscase may be, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s its respective directors, officers, officers or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor Debenture Issuer or the Guarantor, as the case may be, has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee AgreementAgreement or (3) the Debenture Issuer shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.
Appears in 4 contracts
Samples: Guarantee Agreement (Ace Ina Holdings Inc), Guarantee Agreement (Ace Ina Holdings Inc), Guarantee Agreement (Ace Ina Holdings Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures remain outstanding, it will not, and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; (vi) any inter-company payments, other than dividend payments by the Company or its direct parent, PartnerRe U.S. Corporation; and (vivii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1A) there shall have occurred any event of which the Guarantor has actual knowledge that (A1) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B2) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2B) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee AgreementAgreement or (C) the Issuer shall have given notice of election to begin an Extension Period with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.
Appears in 4 contracts
Samples: Junior Subordinated Debt Securities Guarantee Agreement (PartnerRe Finance B LLC), Junior Subordinated Debt Securities Guarantee Agreement (PartnerRe Finance B LLC), Junior Subordinated Debt Securities Guarantee Agreement (PartnerRe Finance B LLC)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures remain Junior Subordinated Note remains outstanding, it will not, and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures Junior Subordinated Notes or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures Junior Subordinated Notes or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee AgreementAgreement or (3) the Issuer shall have given notice of election to begin an Extension Period with respect to the Junior Subordinated Notes as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.
Appears in 4 contracts
Samples: Junior Subordinated Debt Securities Guarantee Agreement (RenaissanceRe Finance Inc.), Junior Subordinated Debt Securities Guarantee Agreement (RenaissanceRe Finance Inc.), Junior Subordinated Debt Securities Guarantee Agreement (RenaissanceRe Finance Inc.)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries the Guarantor to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal ofprincipal, interest or premium, if any, on on, or repay, repay or repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor if such guarantee ranks equal to pari passu or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation or extension of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase payments under this Preferred Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions or other acquisitions of shares of capital common stock of the Guarantor or any subsidiary in connection with the satisfaction of its obligations under any employment agreement or benefit plan for the benefit of the Guarantor’s its directors, officers, officers or employees), or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1i) there shall have occurred and be continuing any event of which the Guarantor has actual knowledge (a) that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of an Extension Period (as defined in the Indenture) pursuant to the terms of the Debentures and shall not have rescinded such notice, and any such Extension Period, or any extension thereof, shall be continuing.
Appears in 4 contracts
Samples: Preferred Securities Guarantee Agreement (American General Corp /Tx/), Preferred Securities Guarantee Agreement (American General Corp /Tx/), Preferred Securities Guarantee Agreement (American General Corp /Tx/)
Limitation of Transactions. The Guarantor hereby covenants If (i) the Company shall exercise its right to defer payment of interest as provided in Section 4.1 and agrees thatthe Extended Interest Payment Period is continuing, so long as (ii) there shall have occurred any event, of which the Company has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would constitute, an Event of Default and (b) in respect of which the Company shall not have taken reasonable steps to cure, or (iii) the Debentures remain outstandingare held by the Property Trustee and the Company shall be in default with respect to its payment obligations under the Preferred Securities Guarantee, it then the Company will not, and will not permit any of its Subsidiaries to, : (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Company's capital shares of the Guarantor or stock (bwhich includes common and preferred stock) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i1) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares Common Stock of the GuarantorCompany, (ii2) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii3) as a result of a reclassification of any class or series of the Company's capital stock solely into another class or series of the Company's capital stock, (4) the purchase of fractional shares resulting from a such reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or any security convertible or exchangeable into shares of the security being converted or exchanged; Company's capital stock, and (vi5) repurchases, redemptions purchases of Common Stock related to the issuance of Common Stock or other acquisitions of shares of capital stock rights under any of the Guarantor Company's benefit plans for its directors, officers or employees or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directorsCompany's dividend reinvestment plans); (ii) make any payment of principal, officerspremium, if any, or employees, interest on or repay or repurchase or redeem any dividend reinvestment or director, officer or employee stock purchase plan debt securities of the GuarantorCompany (including Other Debentures) if at such time that rank pari passu with or junior in right of payment to the Debentures; or (1iii) there shall have occurred make any event of which the Guarantor has actual knowledge that guarantee payments (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default other than payments under the Indenture and (BPreferred Securities Guarantee) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment any guarantee by the Company of the debt securities of any obligations under this Guarantee AgreementSubsidiary of the Company (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures.
Appears in 4 contracts
Samples: Supplemental Indenture (Sterling Bancshares Capital Trust Ii), Supplemental Indenture (Sterling Bancshares Inc), Second Supplemental Indenture (Sterling Bancshares Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures Notes remain outstanding, it will not, and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures Notes or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures Notes or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement.
Appears in 4 contracts
Samples: Senior Debt Securities Guarantee Agreement (Partnerre LTD), Debt Securities Guarantee Agreement (PartnerRe Finance B LLC), Debt Securities Guarantee Agreement (Partnerre Capital Trust Iii)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Trust Preferred Securities remain outstanding, it will notif there shall have occurred and is continuing any event that would constitute a Default under the Indenture, and will not permit any of its Subsidiaries to, then (a) the Guarantor and any subsidiary of the Guarantor (other than a subsidiary of the Guarantor that is a depository institution, or a subsidiary thereof) shall not declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding Guarantor’s capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, stock or make any guarantee payments payment with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be thereto (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchasespurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (ii) the acquisition by the Guarantor or any subsidiary under any employment agreement or benefit plan of its subsidiaries of record ownership in capital stock of the Guarantor for the benefit beneficial ownership of any other persons (other than the Guarantor or any of its subsidiaries), including trustees or custodians, (iii) as a result of an exchange or conversion of any class or series of the Guarantor’s directors, officers, capital stock for any other class or employees, or any dividend reinvestment or director, officer or employee stock purchase plan series of the Guarantor’s capital stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into on or prior to the Closing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for capital stock of the Guarantor, (iv) distributions by or among any wholly-owned subsidiary of the Guarantor, (v) redemptions of securities held by the Guarantor or any wholly-owned subsidiary of the Guarantor, and (vi) unpaid tax distributions to holders of membership interests of GMAC LLC pursuant to Section 4(b) of GMAC LLC’s Plan of Conversion, dated June 30, 2009); and (b) the Guarantor and any subsidiary of the Guarantor (other than a subsidiary of the Guarantor that is a depository institution, or a subsidiary thereof) shall not make any payment of interest on or principal of (or premium, if at any, on), or repay, repurchase or redeem, any debt securities or guarantees issued by the Guarantor that rank pari passu with or junior to the Debentures (“Junior Subordinated Indebtedness”) (other than (i) redemptions, purchases or other acquisitions of Junior Subordinated Indebtedness in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (ii) the acquisition by the Guarantor or any of its subsidiaries of record ownership in Junior Subordinated Indebtedness for the beneficial ownership of any other persons (other than the Guarantor or any of its subsidiaries), including trustees or custodians, (iii) as a result of an exchange or conversion of any class or series of Junior Subordinated Indebtedness for any other class or series of Junior Subordinated Indebtedness, (iv) redemptions of securities held by the Guarantor or any wholly-owned subsidiary of the Guarantor and (v) any payment of interest on Junior Subordinated Indebtedness paid pro rata with interest paid on the Debentures such time that the respective amounts of such payments made shall bear the same ratio to each other as all accrued but unpaid interest per like-amount of Debentures and all Junior Subordinated Indebtedness bear to each other). The restrictions in the foregoing clauses (1a) there shall have occurred and (b) will not apply to (i) any event of stock dividends paid by the Company where the dividend stock is the same stock as that on which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to curedividend is being paid, or (2ii) dividends or distributions by or other transactions solely among the Guarantor shall be in default with respect to its payment and any wholly-owned subsidiary of any obligations under this Guarantee Agreementthe Guarantor or solely among wholly-owned subsidiaries of the Guarantor.
Appears in 4 contracts
Samples: Guarantee Agreement, Guarantee Agreement (Ally Financial Inc.), Guarantee Agreement (Ally Financial Inc.)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will notif (l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is a Default or Event of Default (each as defined in the Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Capital Securities Guarantee or (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and will such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing, the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase payments under this Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement's dividend reinvestment plans).
Appears in 3 contracts
Samples: Capital Securities Guarantee Agreement (NHTB Capital Trust I), Capital Securities Guarantee Agreement (Westbank Capital Trust I), Capital Securities Guarantee Agreement (Haven Bancorp Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will the Guarantor shall not, and will not permit any of its Subsidiaries to,
(ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock);
(ii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or Debentures;
(iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor subsidiary thereof or any other party if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Preferred Securities Guarantee and any Other Documents, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under the Indenture and Default, (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) the Guarantor shall be in default with respect to its payment of any or other obligations under Section 5.1 of this Preferred Securities Guarantee Agreement.or (iii) , if the terms of the Debentures provide for the deferral of the obligation of the Guarantor, as issuer of the Debenture, to pay interest thereon, whether at the option of the Guarantor or another Person or otherwise, a notice of deferral has been given and not rescinded or any interest deferral period shall have commenced and be continuing. [insert or modify the foregoing provision as appropriate]
Appears in 3 contracts
Samples: Preferred Securities Guarantee Agreement (Dte Energy Co), Preferred Securities Guarantee Agreement (Detroit Edison Trust I), Preferred Securities Guarantee Agreement (Dte Energy Co)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal of, interest of or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase payments under this Preferred Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section ______ of the Indenture and any such extension shall be continuing.
Appears in 3 contracts
Samples: Preferred Securities Guarantee Agreement (Sovereign Capital Trust Iv), Preferred Securities Guarantee Agreement (Sovereign Capital Trust Iv), Preferred Securities Guarantee Agreement (Sovereign Capital Trust Iv)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt any securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares resulting from of capital stock following, a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under (as defined in the Indenture Indenture) and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2iii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (iv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.
Appears in 3 contracts
Samples: Capital Securities Guarantee Agreement (Hubco Inc), Capital Securities Guarantee Agreement (Unb Capital Trust I), Capital Securities Guarantee Agreement (Hubco Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series B Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal of, interest or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Series A Capital Securities Guarantee and the Series B Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.
Appears in 3 contracts
Samples: Series B Capital Securities Guarantee Agreement (First Keystone Capital Trust I), Capital Securities Guarantee Agreement (Ucbh Trust Co), Guarantee Agreement (Ml Capital Trust I)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Securities remain outstanding, it will if there shall have occurred a Guarantee Event of Default or a Trust Enforcement Event, then the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries tothe Guarantor, to (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor if such guarantee ranks equal to pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (iA) dividends repurchases, redemptions or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common other acquisitions of shares of capital stock of the Guarantor, (ii) any declaration of a dividend Company in connection with any employment contract, benefit plan or other similar arrangement with or for the implementation benefit of any one or more employees, officers, directors or consultants or in connection with a stockholder’s rights dividend reinvestment or shareholder stock purchase plan, or the issuance (B) as a result of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the an exchange or conversion of any class or series of the Guarantor’s Company's capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Company) for another any class or series of the Guarantor’s (or any Subsidiary’s) Company's capital stock or of any class of series of the Company's indebtedness for any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessCompany's capital stock, (vC) the purchase of fractional interests in shares of the Guarantor’s Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (viD) repurchasesany declaration of a dividend in connection with any shareholder's rights plan, redemptions or the issuance of rights, stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary property under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officersshareholder's rights plan, or employees, the redemption or repurchase of rights pursuant thereto or (E) any dividend reinvestment in the form of stock, warrants, options or directorother rights where the dividend stock or the stock issuable upon exercise of such warrants, officer options or employee other rights is the same stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of as that on which the Guarantor has actual knowledge that dividend is being paid (A) or PARI PASSU with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps junior to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreementsuch stock)).
Appears in 3 contracts
Samples: Guarantee Agreement (Old Kent Financial Corp /Mi/), Guarantee Agreement (Old Kent Financial Corp /Mi/), Guarantee Agreement (Old Kent Financial Corp /Mi/)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (vd) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vie) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit purchases of the Guarantor’s 's common stock related to the issuance of the Guarantor's common stock or rights under any of the Guarantor's benefit plans for its directors, officers, or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time time, or both, would constitute an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) an Indenture Event of Default shall have occurred and be continuing, (3) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (4) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 2.13 of the Indenture or such extension period, or any such extension shall have commenced and be continuing.
Appears in 3 contracts
Samples: Preferred Securities Guarantee Agreement (Newfield Exploration Co /De/), Preferred Securities Guarantee Agreement (Continental Airlines Finance Trust Iii), Preferred Securities Guarantee Agreement (Dynegy Capital Trust Iii)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Common Securities remain outstanding, it will not, and the Guarantor will not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions distribution on, or redeem, purchase, acquire or make a liquidation payment with respect to, to any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures, as defined in the Indenture) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees, as defined in the Indenture) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this the Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 3 contracts
Samples: Common Securities Guarantee Agreement (Nn Inc), Common Securities Guarantee Agreement (Hawthorne Financial Corp), Common Securities Guarantee Agreement (Nara Bancorp Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures remain outstanding, it will not, and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s 's (or any Subsidiary’s's) capital stock for another class or series of the Guarantor’s 's (or any Subsidiary’s's) capital stock or of any class or series of the Guarantor’s 's (or any Subsidiary’s's) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s 's directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee AgreementAgreement or (3) the Issuer shall have given notice of election to begin an Extension Period with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.
Appears in 3 contracts
Samples: Junior Subordinated Debt Securities Guarantee Agreement (Partnerre LTD), Subordinated Debt Securities Guarantee Agreement (Partnerre LTD), Senior Debt Securities Guarantee Agreement (Partnerre LTD)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures Preferred Securities remain outstanding, it will not, and will not permit any of its Subsidiaries (including the Note Issuer) to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire redeem or make a liquidation payment with respect to, any of the outstanding capital shares stock of the Guarantor Note Issuer or the Guarantor, as the case may be, or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor Note Issuer or the Guarantor, as the case may be, that ranks equal to or junior in interest to the Debentures Notes or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor Note Issuer or the Guarantor, as the case may be, of the debt securities of any Subsidiary of the Guarantor Note Issuer or the Guarantor, as the case may be, if such guarantee ranks equal to or junior in interest to the Debentures Notes or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock (as defined in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares the Indenture) of the Note Issuer paid or made to the Guarantor and dividends or distributions in Common Stock (as defined in the Indenture) of the Note Issuer or the Guarantor, as the case may be, (ii) redemptions or purchases of any rights outstanding under a shareholder rights plan of the Note Issuer or the Guarantor, as the case may be, or any successor to such rights plan, or the declaration of a dividend in connection with the implementation of a stockholder’s such rights plan, or the issuance of stock under any such plan plans in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement.,
Appears in 3 contracts
Samples: Preferred Securities Guarantee Agreement (Trenwick America Capital Trust Iii), Preferred Securities Guarantee Agreement (Trenwick America Capital Trust Iii), Preferred Securities Guarantee Agreement (Trenwick America Capital Trust Iii)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures remain outstanding, that it will not, and will shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, redeem purchase, acquire or make a liquidation payment with respect to, any shares of the outstanding capital shares stock of the Guarantor or (bii) make any payment of principal of, of or any interest or premium, if any, premium on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be Notes (other than (iA) dividends repurchases, redemptions or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common other acquisitions of shares of capital stock of the GuarantorGuarantor in connection with any employment contract, (ii) benefit plan or other similar arrangement with or for the benefit of any declaration of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the implementation of a stockholder’s rights plan, or the issuance of capital stock under any of the Guarantor (or securities convertible into or exercisable for such plan capital stock) as consideration in an acquisition transaction entered into prior to the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (iiiB) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the an exchange or conversion of any class or series of the Guarantor’s capital stock of the Guarantor (or any Subsidiary’s) capital stock of a Subsidiary of the Guarantor), for another any class or series of the Guarantor’s (or any Subsidiary’s) capital stock of the Guarantor or of any class or series of the indebtedness of the Guarantor for any class or series of the capital stock of the Guarantor’s (or any Subsidiary’s) indebtedness, (vC) the purchase of fractional interests in shares of the Guarantor’s capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (viD) repurchasesany declaration of a dividend in connection with any Rights Plan, redemptions the issuance of rights, stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary property under any employment agreement Rights Plan or benefit plan for the benefit redemption or repurchase of the Guarantor’s directors, officers, rights pursuant thereto or employees, or (E) any dividend reinvestment in the form of stock, warrants, options or directorother rights where the dividend stock or the stock issuable upon exercise of such warrants, officer options or employee other rights is the same stock purchase plan of as that on which the Guarantor) dividend is being paid or ranks pari passu with or junior to such stock), if at such time (1) there the Guarantor shall have occurred any event given notice of which its election to begin an Extension Period with respect to the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under Notes as provided in the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to curerescinded such notice, or (2) the Guarantor such Extension Period, or any extension thereof, shall be in default with respect to its payment of any obligations under this Guarantee Agreementcontinuing.
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (MRM Capital Trust Iii), Preferred Securities Guarantee Agreement (MRM Capital Trust Iii)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, if there shall have occurred an Event of Default that has not been cured or waived, then the Guarantor shall not and it will not, and will shall not permit any of its Subsidiaries subsidiary to, (ai) declare or pay any dividends or distributions on, or redeemprepay, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or Guarantor's capital stock, (bii) make any payment of principal of, or interest or premium, if any, on on, or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with, or junior in interest to right of payment to, the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments payment with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor if such guarantee ranks equal to pari passu with, or junior in interest to right of payment to, the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends dividends, distributions, redemptions, purchases or distributions in shares of, acquisitions made by the Guarantor by way of issuance of its capital stock (or options, warrants, warrants or other rights to subscribe for or purchase shares of, common shares of the Guarantortherefor), (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such shareholders' rights plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Preferred Securities Guarantee or the Common Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Guarantor’s Company's capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (ve) the purchase of fractional interests in shares of the Guarantor’s Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, or employees and (g) obligations under any of the Guarantor's dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreementplans).
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (Suntrust Capital Iv), Preferred Securities Guarantee Agreement (Suntrust Banks Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Partnership Preferred Securities remain outstanding, it will notif (i) there shall have occurred an Event of Default hereunder or an event of default under the Limited Partnership Agreement or (ii) if the Guarantor exercises its right to defer interest payments on the Convertible Debentures, and then (a) the Guarantor will not permit declare or pay any dividend or distribution (other than in shares of its capital stock) on any of the Guarantor's capital stock, (b) neither the Guarantor nor any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or will redeem, purchase, acquire for value or make a liquidation payment to any holder of, or with respect to, any of the outstanding its capital shares of the Guarantor stock or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be Other Subordinated Indebtedness (other than (ix) dividends as an issuance of capital stock upon conversion of a convertible security or distributions in shares ofpayment of interest, premium or optionsprincipal or in payment in redemption, warrants, rights to subscribe for purchase or purchase shares of, common shares other acquisition or liquidation of the Guarantorcapital stock or Other Subordinated Indebtedness, (iiy) any declaration as a result of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s such capital stock, (iv) stock or the exchange or conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of capital stock, or (z) in connection with the Guarantor’s (right of Guarantor to purchase or any Subsidiary’s) capital stock or reacquire shares of any class or series Common Stock Series A under the provisions of the Guarantor’s (First Supplemental Indenture, the Declaration or any Subsidiary’s) indebtednessthe Limited Partnership Agreement), (vc) the purchase Guarantor will not make any payment of fractional interests principal, premium or interest (unless payable in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; stock) on Other Subordinated Indebtedness, and (vid) repurchases, redemptions neither Guarantor nor any of its Subsidiaries will make any guarantee of payments which would be prohibited or limited by the foregoing (other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations than payments under this Guarantee Agreement, payments of dividends by a Subsidiary, or guarantees of dividends or payments payable to Guarantor).
Appears in 2 contracts
Samples: Partnership Preferred Securities Guarantee Agreement (Citizens Utilities Capital L P), Partnership Preferred Securities Guarantee Agreement (Citizens Utilities Capital L P)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on on, or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases or other acquisitions issuances of shares of capital common stock of the Guarantor or in connection with any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s 's stock option, stock purchase, stock loan or other benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) 's dividend reinvestment plans, in each case as now existing or hereafter established or amended), if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.
Appears in 2 contracts
Samples: Capital Securities Guarantee Agreement (Markel Corp), Capital Securities Guarantee Agreement (Markel Corp)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series A Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal of, interest or premium, if any, on or interest on, or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series A Capital Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions or other acquisitions purchases of shares of capital common stock of the Guarantor related to the issuance of such common stock or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) 's dividend reinvestment plans), if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time or both, would constitute is an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series A Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and such extension period, or any such extension thereof, shall have commenced and shall be continuing.
Appears in 2 contracts
Samples: Series a Capital Securities Guarantee Agreement (Webster Capital Trust Ii), Capital Securities Guarantee Agreement (Eagle Financial Corp)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series B Capital Securities Guarantee and the purchase Series A Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice is a Default or the lapse of time or both, would constitute an Event of Default under (each as defined in the Indenture Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 2 contracts
Samples: Capital Securities Guarantee Agreement (Cascade Financial Corp), Series B Capital Securities Guarantee Agreement (Astoria Capital Trust I)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration Trust Agreement of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Series A Capital Securities Guarantee and this Series B Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with is a Default (as defined in the giving of notice Indenture) or the lapse of time or both, would constitute an Event of Default under (as defined in the Indenture Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 2 contracts
Samples: Series B Capital Securities Guarantee Agreement (Greater Bay Bancorp), Series B Capital Securities Guarantee Agreement (GBB Capital Ii)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.
Appears in 2 contracts
Samples: Series B Capital Securities Guarantee Agreement (First Usa Capital Trust I), Capital Securities Guarantee Agreement (Bank of Boston Corp)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will not permit any of its Subsidiaries to, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (by) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantorpayments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any declaration employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation issuance of a stockholder’s rights plancapital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (iii) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stockany exchange, (iv) the exchange reclassification, combination or conversion of any class or series of the Guarantor’s 's capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Xxxxxxxxx) for another any class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s ('s indebtedness for any class or any Subsidiary’s) indebtednessseries of the Guarantor's capital stock, (viv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) repurchasesany dividend in the form of stock, redemptions warrants, options or other acquisitions rights where the dividend stock or the stock issuable upon exercise of shares of capital such warrants, options or other rights is the same stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of as that on which the Guarantor has actual knowledge that (A) dividend is being paid or ranks pari passu with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps junior to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreementsuch stock).
Appears in 2 contracts
Samples: Guarantee Agreement (National Penn Bancshares Inc), Guarantee Agreement (Monroe Bancorp)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, interest or premiuminterest, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series B Capital Securities Guarantee and the purchase Series A Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice is a Default or the lapse of time or both, would constitute an Event of Default under (each as defined in the Indenture Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 2 contracts
Samples: Series B Capital Securities Guarantee Agreement (GBB Capital Iv), Series B Capital Securities Guarantee Agreement (Greater Bay Bancorp)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal of, interest of or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase payments under this Preferred Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (Sovereign Bancorp Inc), Preferred Securities Guarantee Agreement (Sovereign Bancorp Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Convertible Preferred Securities remain outstanding, it will notif (i) there shall have occurred an Event of Default hereunder or an event of default under the Declaration or (ii) if the Guarantor exercises its right to defer interest payments on the Convertible Debentures, and then (a) the Guarantor will not permit declare or pay any dividend or distribution (other than in shares of its capital stock) on any of the Guarantor's capital stock, (b) neither the Guarantor nor any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or will redeem, purchase, acquire for value or make a liquidation payment to any holder of, or with respect to, any of the outstanding its capital shares of the Guarantor stock or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be Other Subordinated Indebtedness (other than (ix) dividends as an issuance of capital stock upon conversion of a convertible security or distributions in shares ofpayment of interest, premium or optionsprincipal or in payment in redemption, warrants, rights to subscribe for purchase or purchase shares of, common shares other acquisition or liquidation of the Guarantorcapital stock or Other Subordinated Indebtedness, (iiy) any declaration as a result of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s such capital stock, (iv) stock or the exchange or conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of capital stock, or (z) in connection with the Guarantor’s (right of Guarantor to purchase or any Subsidiary’s) capital stock or reacquire shares of any class or series Common Stock Series A under the provisions of the Guarantor’s (First Supplemental Indenture, the Declaration or any Subsidiary’s) indebtednessthe Limited Partnership Agreement), (vc) the purchase Guarantor will not make any payment of fractional interests principal, premium or interest (unless payable in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; stock) on Other Subordinated Indebtedness, and (vid) repurchases, redemptions neither Guarantor nor any of its Subsidiaries will make any guarantee of payments which would be prohibited or limited by the foregoing (other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations than payments under this Guarantee Agreement, payments of dividends by a Subsidiary, or guarantees of dividends or payments payable to Guarantor).
Appears in 2 contracts
Samples: Convertible Preferred Securities Guarantee Agreement (Citizens Utilities Capital L P), Convertible Preferred Securities Guarantee Agreement (Citizens Utilities Capital L P)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series B Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary direct or indirect subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, ; (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (iiic) payments under this Series B Capital Securities Guarantee and the purchase Series A Capital Securities Guarantee; (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s 's capital stock; (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchangedexchanged or pursuant to a merger, consolidation or other business combination; and (vif) repurchases, redemptions purchases of common shares related to the issuance of common shares or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for directors, officers, officers or employees, employees of Guarantor and its subsidiaries or any the Guarantor's dividend reinvestment or director, officer or employee stock purchase plan of the Guarantorplan) if at such the time of the action described in (1i), (ii) or (iii) above (l) there shall have occurred any event default of which the Guarantor has actual knowledge that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 2 contracts
Samples: Capital Securities Guarantee Agreement (Peoples Bancorp Inc), Capital Securities Guarantee Agreement (Peoples Bancorp Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Securities remain outstanding, it will if an Event of Default occurs under the Guarantee or a Trust Enforcement Event occurs under the Declaration and written notice of such event has been given to the Guarantor, the Guarantor shall not, and will not permit any of its Subsidiaries to, :
(a) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (which includes common and preferred stock);
(b) make any payment of principal of, interest of or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than than:
(i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, ;
(ii) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ;
(iii) the purchase payments under this Guarantee;
(iv) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, stock;
(v) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and and
(vi) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement's dividend reinvestment plans.
Appears in 2 contracts
Samples: Guarantee Agreement (Washington Mutual Capital Trust 2001), Guarantee Agreement (New York Community Bancorp Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries the Guarantor to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (vd) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vie) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit purchases of the Guarantor’s 's common stock related to the issuance of the Guarantor's common stock or rights under any of the Guarantor's benefit plans for its directors, officers, or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank PARI PASSU with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks PARI PASSU with or junior in right of payment to the Debentures, if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time time, or both, would constitute an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) an Indenture Event of Default shall have occurred and be continuing, (3) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (4) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture or such extension period, or any such extension shall have commenced and be continuing. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing under the Declaration, the rights of the holders of the Common Securities to receive Guarantee Payments under the Common Securities Guarantee or any Other Common Securities Guarantee shall be subordinated to the rights of the holders of the Preferred Securities, to receive payments of all amounts due and owing to such holders under this Preferred Securities Guarantee or any Other Guarantee.
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (Illinois Power Co), Preferred Securities Guarantee Agreement (Illinois Power Co)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series B Capital Securities remain outstanding, it will not, and the Guarantor will not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Junior Subordinated Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor (including any Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Junior Subordinated Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Series A Guarantee and Series B Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions or other acquisitions purchases of shares of capital common stock of the Guarantor related to the issuance of such common stock or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) 's dividend reinvestment plans), if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute an be, a Debenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Series B Guarantee Agreementor (3) the Guarantor shall have given notice of its election to exercise its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and such extension shall have commenced and be continuing.
Appears in 2 contracts
Samples: Guarantee Agreement (Mainstreet Bankgroup Inc), Guarantee Agreement (Mainstreet Bankgroup Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures Preferred Securities remain outstanding, it will not, and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures Junior Subordinated Debt Securities or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures Junior Subordinated Debt Securities or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) payments under any preferred securities guarantee, (iv) the purchase of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (ivv) the exchange or conversion of any class or series of the Guarantor’s 's (or any Subsidiary’s's) capital stock for another class or series of the Guarantor’s 's (or any Subsidiary’s's) capital stock or of any class or series of the Guarantor’s 's (or any Subsidiary’s's) indebtedness, (vvi) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vivii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s 's directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor Guarantor, as the case may be, shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee AgreementAgreement or (3) the Guarantor shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Junior Subordinated Debt Securities as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (Partnerre LTD), Preferred Securities Guarantee Agreement (Partnerre LTD)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and will the Guarantor shall not nor permit any subsidiary of its Subsidiaries to, the Guarantor to (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor’s capital shares of the Guarantor or stock, (bii) make any payment of principal of, interest or premiuminterest, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereofDebentures, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase payments under this Preferred Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor’s dividend reinvestment plans) if at such time (1l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice is a Default or the lapse of time or both, would constitute an Event of Default under (each as defined in the Indenture Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing, or (iv) amend the Common Securities Guarantee to reduce, suspend or cancel the subordination, to the rights of holders of the Preferred Securities, of Guarantee Payments (as that term is defined in the Common Securities Guarantee with respect to the Common Securities) with respect to the holders of the Common Securities.
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (Valley National Bancorp), Preferred Securities Guarantee Agreement (Valley National Bancorp)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder, or (ii) there shall have occurred and be continuing an Event of Default or an event of default under the Declaration, then (a) the Guarantor shall not, and will shall cause the Debenture Issuer not permit any of its Subsidiaries to, (a) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be stock (other than (i) dividends purchases or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common acquisitions of shares of the Company's or the Guarantor's capital stock or rights to acquire such capital stock in connection with the satisfaction by the Debenture Issuer or the Guarantor, respectively, of their obligations under any employee benefit plans, (ii) any declaration as a result of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Debenture Issuer's or the Guarantor’s 's capital stock, (iv) stock or rights to acquire such capital stock or the exchange or conversion of any one class or series of the Debenture Issuer's or the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Debenture Issuer's or the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessrights to acquire such capital stock, (viii) the purchase of fractional interests in shares of the Debenture Issuer's or the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged or (iv) dividends or distributions made on the Debenture Issuer's or the Guarantor's capital stock or rights to acquire such stock with the Debenture Issuer's or the Guarantor's capital stock or rights to acquire such stock) or make any guarantee payments with respect to the foregoing and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2b) the Guarantor shall be in default with respect not, and shall cause the Debenture Issuer to its not, make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any obligations under this Guarantee Agreementdebt securities (including guarantees) issued by the Guarantor or the Debenture Issuer which rank pari passu with or junior to the Debentures.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Countrywide Capital Ii)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Trust Preferred Securities remain outstanding, it will notif there shall have occurred and is continuing any event that would constitute a Default under the Indenture, and will not permit any of its Subsidiaries to, then (a) the Guarantor and any subsidiary of the Guarantor (other than a subsidiary of the Guarantor that is a depository institution, or a subsidiary thereof) will not declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding Guarantor’s capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, stock or make any guarantee payments payment with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be thereto (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchasespurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (ii) the acquisition by the Guarantor or any subsidiary under any employment agreement or benefit plan of its subsidiaries of record ownership in capital stock of the Guarantor for the benefit beneficial ownership of any other persons (other than the Guarantor or any of its subsidiaries), including trustees or custodians, (iii) as a result of an exchange or conversion of any class or series of the Guarantor’s directors, officers, capital stock for any other class or employees, or any dividend reinvestment or director, officer or employee stock purchase plan series of the Guarantor’s capital stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into on or prior to the Closing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for capital stock of the Guarantor, (iv) distributions by or among any wholly-owned subsidiary of the Guarantor, (v) redemptions of securities held by the Guarantor or any wholly-owned subsidiary of the Guarantor, and (vi) unpaid tax distributions to holders of membership interests of GMAC LLC pursuant to Section 4(b) of GMAC LLC’s Plan of Conversion, dated June 30, 2009); and (b) the Guarantor and any subsidiary of the Guarantor (other than a subsidiary of the Guarantor that is a depository institution, or a subsidiary thereof) will not make any payment of interest on or principal of (or premium, if at any, on), or repay, repurchase or redeem, any debt securities or guarantees issued by the Guarantor that rank pari passu with or junior to the Debentures (“Junior Subordinated Indebtedness”) (other than (i) redemptions, purchases or other acquisitions of Junior Subordinated Indebtedness in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (ii) the acquisition by the Guarantor or any of its subsidiaries of record ownership in Junior Subordinated Indebtedness for the beneficial ownership of any other persons (other than the Guarantor or any of its subsidiaries), including trustees or custodians, (iii) as a result of an exchange or conversion of any class or series of Junior Subordinated Indebtedness for any other class or series of Junior Subordinated Indebtedness, (iv) redemptions of securities held by the Guarantor or any wholly-owned subsidiary of the Guarantor and (v) any payment of interest on Junior Subordinated Indebtedness paid pro rata with interest paid on the Debentures such time that the respective amounts of such payments made shall bear the same ratio to each other as all accrued but unpaid interest per like-amount of Debentures and all Junior Subordinated Indebtedness bear to each other); provided, however, the restrictions in the foregoing clauses (1a) there shall have occurred and (b) will not apply to (i) any event of stock dividends paid by the Company where the dividend stock is the same stock as that on which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to curedividend is being paid, or (2ii) dividends or distributions by or other transactions solely among the Guarantor shall be in default with respect to its payment and any wholly-owned subsidiary of any obligations under this Guarantee Agreementthe Guarantor or solely among wholly-owned subsidiaries of the Guarantor.
Appears in 1 contract
Samples: Trust Preferred Securities Guarantee Agreement (Gmac Inc.)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Trust Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt any securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than in the case of clauses (i), (ii) and (iii), (a) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Trust Preferred Securities Guarantee Agreement, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock solely into shares of one or more classes or series of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement.to
Appears in 1 contract
Samples: Trust Preferred Securities Guarantee Agreement (CMS Energy Corp)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreement.or
Appears in 1 contract
Samples: Series B Capital Securities Guarantee Agreement (Firstar Capital Trust I)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor’s capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt any securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares resulting from of capital stock following, a reclassification of the Guarantor’s capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor’s dividend reinvestment plans) if at such time (1i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under (as defined in the Indenture Indenture) and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2iii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (iv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Yardville Capital Trust Ii)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Securities remain outstanding, it will if an Event of Default occurs under this Guarantee or a Trust Enforcement Event occurs under the Trust Agreement and written notice of such event has been given to the Guarantor, the Guarantor shall not, and will not permit any of its Subsidiaries to, :
(a) declare or pay any dividends or on, make distributions onregarding, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of its capital stock, other than:
(i) purchases of capital stock of the Guarantor in connection with or the satisfaction by the Guarantor of its obligations any employee or agent benefit plans or the satisfaction by the Guarantor of its obligations under any contract or security outstanding on such date requiring the Guarantor to purchase the capital shares stock of the Guarantor or under any dividend reinvestment plans;
(ii) in connection with the reclassification of any class or series of capital stock of the Guarantor or the exchange or the conversion of one class or series of the capital stock of the Guarantor for or into another class or series of the capital stock of the Guarantor;
(iii) the purchase of fractional interests in shares of the capital stock of the Guarantor in connection with the conversion or exchange provisions of such capital stock or the security being converted or exchanged;
(iv) dividends or distributions in capital stock (or rights to acquire capital stock) or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock of the Guarantor;
(v) any declaration of a dividend in connection with the implementation of a shareholder rights plan, or the issuances of stock under any such plan in the future, or redemptions or repurchases of any rights pursuant to a shareholder rights agreement; and
(vi) repurchases of capital stock of the Guarantor in connection with any acquisitions of businesses made by the Guarantor (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses);
(b) make any payment of principal of, or interest or premium, if any, on on, or repay, repurchase or redeem any debt security of securities issued by the Guarantor that ranks equal to rank pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or Debentures; or
(c) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor Guarantor, if such guarantee ranks equal to pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (this Guarantee other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations payments under this Guarantee AgreementGuarantee.
Appears in 1 contract
Samples: Guarantee Agreement (Reinsurance Group of America Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Securities remain outstanding, it will if there shall have occurred a Guarantee Event of Default or a Trust Enforcement Event (as defined in the Declaration), then the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries tothe Guarantor, to (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal ofprincipal, interest or premium, if any, on on, or repay, repurchase or redeem redeem, any debt security of the Guarantor securities that ranks equal to rank pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor if such guarantee ranks equal to pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or optionsthe form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to subscribe for or purchase shares of, common shares of the Guarantorsuch stock, (iib) payments under this Guarantee, (c) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of rights, stock or other property under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiid) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock into one or more other classes or series of the Guarantor's capital stock or the exchange or conversion of any one class or series of the Guarantor’s 's capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock stock, or of any class or series of the Guarantor’s ('s indebtedness for any class or any Subsidiary’s) indebtednessseries of the Guarantor's capital stock, (ve) the purchase of fractional interests in the shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions or other acquisitions or common stock related to the issuance of shares common stock or rights under any of the Guarantor's employment contracts, benefit plans or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or any subsidiary under any employment agreement securities convertible into or benefit plan exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreementapplicable Extension Period).
Appears in 1 contract
Samples: Guarantee Agreement (Great West Life & Annuity Insurance Capital I)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and the Guarantor will not permit any of its Subsidiaries to, (ax) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a distribution or liquidation payment with respect to, any of the outstanding its capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be stock (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iiGuarantor,(b) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiithereto,(c) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s's capital stock,(d) capital stock or the payment of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) accrued dividends and the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , or (vie) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit purchases of the Guarantor’s 's common stock related to the issuance of the Guarantor's common stock or rights under any of the Guarantor's benefit plans for its directors, officers, officers or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans or stock purchase plans, or any of the benefit plans of any of the Guarantor's Affiliates, for such Affiliate's directors, officers or employees), (y) make any payment of principal or of interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company that ranks PARI PASSU with or junior in interest to the Debentures or (z) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company (other than pursuant to this Guarantee Agreement or a substantially similar guarantee agreement relating to a series of trust preferred securities substantially similar to the Preferred Securities) if such guarantee ranks PARI PASSU with or junior in interest to the Debentures, if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the i)the Guarantor shall be in default with respect to its Guarantee Payments or other payment obligations hereunder,(ii) there shall have occurred any event of default under the Declaration or (iii) the Guarantor shall have given notice of its election of an Extended Interest Payment Period and such period, or any obligations extension thereof, is continuing. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under this Guarantee AgreementSection 9.01 of the Declaration; PROVIDED that any permitted successor of the Guarantor under the Indenture may succeed to the Guarantor's ownership of the Common Securities and (ii) will use reasonable efforts to cause the Issuer to continue to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures as provided in the Declaration.
Appears in 1 contract
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures QUIPS remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt any securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than in the case of clauses (i), (ii) and (iii), (a) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase payments under this QUIPS Guarantee Agreement, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock solely into shares of one or more classes or series of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit purchases of the Guarantor’s directors, officers, 's common stock in connection with the satisfaction by the Guarantor of its obligations (including purchases related to the issuance of such common stock or employees, or rights) under any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) 's benefit plans for its and its subsidiaries' directors, officers or employees or any of the Guarantor's dividend reinvestment plans), if at such time (1x) there shall have occurred any event a Guarantee Event of which the Guarantor has actual knowledge that (A) with the giving of notice Default or the lapse of time or both, would constitute an Event of Default under (as defined in the Indenture Indenture) shall have occurred and be continuing, (By) in respect of which if such Debentures are held by the Guarantor shall not have taken reasonable steps to cureProperty Trustee, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this QUIPS Guarantee AgreementAgreement or (z) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 3.01(b)(6) of the Indenture and any such extension shall have commenced and not yet terminated.
Appears in 1 contract
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Securities remain outstanding, it will if there shall have occurred a Guarantee Event of Default or a Trust Enforcement Event, then the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries tothe Guarantor, to (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (bii) make any payment of principal ofprincipal, interest interest, or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor if such guarantee ranks equal to pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares ofrepurchases, redemptions, or options, warrants, rights to subscribe for or purchase shares of, common other acquisitions of shares of capital stock of the Guarantor, (ii) any declaration of a dividend Guarantor in connection with the implementation of a stockholder’s rights any employment contract, benefit plan, or other similar arrangement with or for the issuance benefit of stock under any such plan in the futureone or more employees, officers, directors, or the redemption consultants or repurchase of any such rights pursuant theretoin connection with a dividend reinvestment or stockholder stock purchase plan, (iiib) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the an exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for another any other class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class of series of the Guarantor's indebtedness for any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness's capital stock, (vc) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (vid) repurchasesany declaration of a dividend in connection with any stockholder's rights plan, redemptions or the issuance of rights, stock, or other acquisitions of shares of capital stock of the Guarantor or any subsidiary property under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officersstockholder's rights plan, or employees, the redemption or any dividend reinvestment or director, officer or employee stock purchase plan repurchase of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to curerights pursuant thereto, or (2e) any dividend in the Guarantor shall be in default form of stock, warrants, options, or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options, or other rights is the same stock as that on which the dividend is being paid (or pari passu with respect or junior to its payment of any obligations under this Guarantee Agreementsuch stock).
Appears in 1 contract
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures remain outstanding, that it will not, and will shall not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, redeem purchase, acquire or make a liquidation payment with respect to, any shares of the outstanding capital shares stock of the Guarantor or (b) make any payment of principal of, of or any interest or premium, if any, premium on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be Debt Securities (other than (i) dividends repurchases, redemptions or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common other acquisitions of shares of capital stock of the GuarantorGuarantor 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, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 16 20 capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (ii) any declaration as a result of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the an exchange or conversion of any class or series of the Guarantor’s capital stock of the Guarantor (or any Subsidiary’s) capital stock of a Subsidiary of the Guarantor), for another any class or series of the Guarantor’s (or any Subsidiary’s) capital stock of the Guarantor or of any class or series of the indebtedness of the Guarantor for any class or series of the capital stock of the Guarantor’s (or any Subsidiary’s) indebtedness, (viii) the purchase of fractional interests in shares of the Guarantor’s capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (viiv) repurchasesany declaration of a dividend in connection with any Rights Plan, redemptions the issuance of rights, stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary property under any employment agreement Rights Plan or benefit plan for the benefit redemption or repurchase of the Guarantor’s directors, officers, rights pursuant thereto or employees, or (v) any dividend reinvestment in the form of stock, warrants, options or directorother rights where the dividend stock or the stock issuable upon exercise of such warrants, officer options or employee other rights is the same stock purchase plan of as that on which the Guarantor) dividend is being paid or ranks pari passu with or junior to such stock), if at such time (1) there the Guarantor shall have occurred any event given notice of which its election to begin an Extension Period with respect to the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under Debt Securities as may be provided in the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to curerescinded such notice, or (2) the Guarantor such Extension Period, or any extension thereof, shall be in default with respect to its payment of any obligations under this Guarantee Agreementcontinuing.
Appears in 1 contract
Samples: Preferred Securities Guarantee (Pd Capital Trust Ii)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series B Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Series B Capital Securities Guarantee and the Series B Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 1 contract
Samples: Series B Capital Securities Guarantee Agreement (Usabancshares Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the Series A Capital Securities Guarantee, (d) the purchase of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (ive) the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (vf) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vig) repurchasesany declaration or payment of a dividend on the Guarantors's Series B Preferred Stock as required under the Guarantor's Restated Certificate of Incorporation, redemptions or other acquisitions of shares of capital stock of in connection with the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit operation of the Guarantor’s directors's Employee Stock Ownership Plan ("Plan") or the conversion, officersrepurchase or redemption of such Series B Preferred Stock where required by the Plan as at the date hereof, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any and be continuing an event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cureDeclaration, or (2) there shall have occurred and be continuing an Indenture Event of Default, (3) there shall have occurred and be continuing a payment default under the Declaration or the Indenture, (4) if the Debentures are held by the Issuer, the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement, or (5) the Guarantor shall have given notice of its election of an Extension Period as provided in this Indenture and shall not have rescinded such notice, and such Extension Period, or any extension thereof, shall have commenced.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Xerox Capital Trust I)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will the Guarantor shall not, and will not permit any of its Subsidiaries to,
(ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock);
(ii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu with or junior in interest right of payment to [the Debentures or Guarantee of] the guarantee in respect thereof, as the case may be, or Debentures;
(iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor subsidiary thereof or any other party if such guarantee ranks equal to pari passu or junior in interest right of payment to [the Guarantee of] the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Preferred Securities Guarantee and any Other Documents, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under the Indenture and Default, (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) the Guarantor shall be in default with respect to its payment of any or other obligations under Section 5.1 of this Preferred Securities Guarantee Agreement.or (iii), if the terms of the Debentures provide for the deferral of the obligation of the Guarantor, as issuer of [the Guarantee of] the Debenture, to pay interest thereon, whether at the option of the Guarantor or another Person or otherwise, a notice of deferral has been given and not rescinded or any interest deferral period shall have commenced and be continuing. [insert or modify the foregoing provision as appropriate]
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Apache Corp)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series A Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary direct or indirect subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Capital Securities Guarantee and the purchase Series B Capital Securities Guarantee; (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged or pursuant to a merger, consolidation or other business combination, and (vif) repurchases, redemptions purchases of common shares related to the issuance of common shares or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for directors, officers, officers or employees, employees of Guarantor and its subsidiaries or any the Guarantor's dividend reinvestment or director, officer or employee stock purchase plan of the Guarantorplan) if at such the time of the action described in (1i), (ii) or (iii) above (l) there shall have occurred any event default of which the Guarantor has actual knowledge that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Peoples Bancorp Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Securities remain outstanding, it will if an Event of Default occurs under the Guarantee or a Trust Enforcement Event occurs under the Trust Agreement and written notice of such event has been given to the Guarantor, the Guarantor shall not, and will not permit any of its Subsidiaries to, :
(a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (which includes common and preferred stock);
(b) make any payment of principal of, interest of or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than than:
(i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, ;
(ii) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ;
(iii) the purchase payments under this Guarantee;
(iv) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, stock;
(v) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and and
(vi) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement's dividend reinvestment plans.
Appears in 1 contract
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series B Capital Securities Guarantee and the purchase Series A Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 1 contract
Samples: Series B Capital Securities Guarantee Agreement (Banknorth Capital Trust I)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures Preferred Securities remain outstanding, it will not, and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) payments under any preferred securities guarantee, (iv) the purchase of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (ivv) the exchange or conversion of any class or series of the Guarantor’s 's (or any Subsidiary’ssubsidiary's) capital stock for another class or series of the Guarantor’s 's (or any Subsidiary’ssubsidiary's) capital stock or of any class or series of the Guarantor’s 's (or any Subsidiary’ssubsidiary's) indebtedness, (vvi) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vivii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s 's directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor Guarantor, as the case may be, shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee AgreementAgreement or (3) the Guarantor shall have given notice of its election to begin an Extension Period (as defined in the Indenture) with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.
Appears in 1 contract
Samples: Guarantee Agreement (Partnerre LTD)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series B Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal of, interest or premium, if any, on or interest on, or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series B Capital Securities Guarantee, (d) the purchase of fractional interests in shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions or other acquisitions purchases of shares of capital common stock of the Guarantor related to the issuance of such common stock or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) 's dividend reinvestment plans), if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time or both, would constitute is an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and such extension period, or any such extension thereof, shall have commenced and shall be continuing.
Appears in 1 contract
Samples: Series B Capital Securities Guarantee Agreement (Webster Capital Trust Ii)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on on, or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases or other acquisitions issuances of shares of capital common stock of the Guarantor or in connection with any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s 's stock option, stock purchase, stock loan or other benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) 's dividend reinvestment plans, in each case as now existing or hereafter established or amended), if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Vesta Insurance Group Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Securities remain outstanding, it will if an Event of Default occurs under the Guarantee or a Trust Enforcement Event occurs under the Trust Agreement and written notice of such event has been given to the Guarantor, the Guarantor shall not, and will not permit any of its Subsidiaries to, :
(a) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (which includes common and preferred stock);
(b) make any payment of principal of, interest of or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than than:
(i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, ;
(ii) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ;
(iii) the purchase payments under this Guarantee;
(iv) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, stock;
(v) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and and
(vi) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement's dividend reinvestment plans.
Appears in 1 contract
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so (a) As long as any Debentures Trust Securities issued by the Trust remain outstandingoutstanding and, it will either the Guarantor is in default on its Guarantee Payments or other payment obligations under this Guarantee Agreement, or any Event of Default under the Trust Agreement has occurred and is continuing, then the Guarantor shall not, and will not permit any of its Subsidiaries to, :
(ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital shares of the Guarantor or stock; or
(bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor securities that ranks equal to rank equally with or junior in interest to the Debentures or Subordinated Notes of the guarantee in respect thereof, as the case may be, Subordinated Notes Issuer or make any guarantee payments with respect to any guarantee by the Guarantor it of the debt securities of any Subsidiary subsidiary of the Guarantor if such guarantee ranks equal to equally with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be Subordinated Notes Issuer's Subordinated Notes.
(other than b) Clauses (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, and (ii) any are subject to the following exceptions for or as a result of:
(i) the declaration of a dividend dividends in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ;
(iiiii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) the stock or exchange or conversion of any one class or a series of the Guarantor’s (or any Subsidiary’s) 's capital stock for or into another class or series of the Guarantor’s 's capital stock;
(or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (viii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and ;
(viiv) repurchases, redemptions the declaration of dividends or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of distributions in the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's capital stock; and
(v) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations payments under this Guarantee AgreementAgreement related to the Trust Securities.
Appears in 1 contract
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal of, interest or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Argo Capital Trust Co)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank PARI PASSU with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to PARI PASSU with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series B Capital Securities Guarantee and the purchase Series A Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice is a Default or the lapse of time or both, would constitute an Event of Default under (each as defined in the Indenture Indenture) and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 1 contract
Samples: Series B Capital Securities Guarantee Agreement (Interwest Bancorp Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series A Capital Securities remain outstanding, it will notif at any time (1) there shall have occurred and be continuing a Default or an Event of Default, and will not permit (2) the Guarantor shall be in default with respect to its payment of any obligations under this Series A Guarantee or (3) the Guarantor shall have given notice of its Subsidiaries toelection to defer payments of interest on the Debt Securities by extending the interest payment period as provided in Section 2.08 of the Indenture and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (ax) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (by) make any payment of principal of, of or interest or premium, if any, or interest or Liquidated Damages, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank in all respects PARI PASSU with or junior in interest to the Debentures Debt Securities or the guarantee in respect thereof, as the case may be, or (z) make any guarantee payments with respect to payment under any guarantee by the Guarantor of the debt securities of any Subsidiary guarantees of the Guarantor if such guarantee ranks equal to that rank in all respects PARI PASSU with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be this Series A Guarantee (other than (i) dividends repurchases, redemptions or distributions other acquisitions of shares of capital stock of the Guarantor (A) in shares ofconnection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or optionsconsultants, warrants, rights to subscribe for (B) in connection with a dividend reinvestment or stockholder stock purchase shares of, common shares plan or (C) in connection with the issuance of capital stock of the GuarantorGuarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of (1), (2) or (3) above, (ii) any declaration of as a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase result of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for another any class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s ('s indebtedness for any class or any Subsidiary’s) indebtednessseries of the Guarantor's capital stock, (viii) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (viiv) repurchasesany declaration of a dividend in connection with any stockholder's rights plan, redemptions or the issuance of rights, stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary property under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officersstockholder's rights plan, or employees, the redemption or any dividend reinvestment or director, officer or employee stock purchase plan repurchase of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to curerights pursuant thereto, or (2v) any dividend in the Guarantor shall be form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks PARI PASSU with or junior in default with respect interest to its payment of any obligations under this Guarantee Agreementsuch stock).
Appears in 1 contract
Samples: Guarantee Agreement (Dime Community Bancshares Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Common Trust Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt any securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than in the case of clauses (i), (ii) and (iii), (a) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase QUIPS Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock solely into shares of one or more classes or series of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit purchases of the Guarantor’s directors's common stock in connection with the satisfaction by the Guarantor of its obligations (including purchases related to the issuance of such common stock or rights), officers, or employees, or under any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's benefit plans for its and its subsidiaries' directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (1x) there shall have occurred any event a Guarantee Event of which the Guarantor has actual knowledge that (A) with the giving of notice Default or the lapse of time or both, would constitute an Event of Default under (as defined in the Indenture Indenture) shall have occurred and be continuing, (By) in respect of which if such Debentures are held by the Guarantor shall not have taken reasonable steps to cureProperty Trustee, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this the QUIPS Guarantee Agreementor (z) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 3.01(b)(6) of the Indenture and any such extension shall have commenced and not yet terminated.
Appears in 1 contract
Samples: Common Trust Securities Guarantee Agreement (Amerus Life Holdings Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures HITS remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder; (ii) there shall have occurred any Event of Default or Nonpayment under the Indenture (as defined therein) or during an Extension Period (as defined in the Thirteenth Supplemental Indenture); (iii) the Guarantor shall be in default with respect to the payment of any interest upon any HITS when it will notbecomes due and payable; or (iv) the Guarantor shall be in default with respect to the payment of any principal of (or premium, if any, on) any HITS as and will not permit any of its Subsidiaries towhen the same shall become due and payable, then (a) the Guarantor shall not declare or pay any dividends dividend on, or make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be stock (other than (i) dividends purchases or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common acquisitions of shares of the Guarantor’s common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans, (ii) any declaration as a result of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) stock or the exchange or conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (viii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged; and , or (viiv) repurchases, redemptions or other acquisitions of shares of capital stock of payment by the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directorsthis HITS Guarantee Agreement), officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor(b) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor which rank pari passu with or junior to cure, or the Notes and (2c) the Guarantor shall be in default not make any payment under any guarantee that ranks equally with respect or junior to its payment of any obligations under this HITS Guarantee Agreement.
Appears in 1 contract
Samples: Hits Guarantee Agreement (Bank of America Corp /De/)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will not permit any of its Subsidiaries to, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor’s capital shares of the Guarantor stock or (by) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantorpayments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any declaration employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation issuance of a stockholder’s rights plancapital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (iii) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the any exchange or conversion of any class or series of the Guarantor’s capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for another any class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (indebtedness for any class or any Subsidiary’s) indebtednessseries of the Guarantor’s capital stock, (viv) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (v) any declaration of a dividend in connection with any stockholder’s rights plan, or the issuance of rights, stock or other property under any stockholder’s rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) repurchasesany dividend in the form of stock, redemptions warrants, options or other acquisitions rights where the dividend stock or the stock issuable upon exercise of shares of capital such warrants, options or other rights is the same stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of as that on which the Guarantor has actual knowledge that (Adividend is being paid or ranks pari passu with or junior to such stock) with the giving and any cash payments in lieu of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) fractional shares issued in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreementconnection therewith.
Appears in 1 contract
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor’s capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security of securities issued by the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may beDebentures, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt any securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares resulting from of capital stock following, a reclassification of the Guarantor’s capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s benefit plans for its directors, officers, officers or employees, employees or any the Guarantor’s dividend reinvestment or director, officer or employee stock purchase plan of the Guarantorplan) if at such time (1i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under (as defined in the Indenture Indenture), and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2iii) if the Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee AgreementCapital Securities Guarantee, or (iv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (First Midwest Bancorp Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will not permit any of its Subsidiaries to, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (by) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantorpayments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any declaration employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) in connection with the implementation issuance of a stockholder’s rights plancapital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (iii) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stockany exchange, (iv) the exchange reclassification, combination or conversion of any class or series of the Guarantor’s 's capital stock (or any Subsidiary’s) capital stock of a subsidiary ofthe Guarantor) for another any class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s ('s indebtedness for any class or any Subsidiary’s) indebtednessseries of the Guarantor's capital stock, (viv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, (vi) repurchasesany dividend in the form of stock, redemptions warrants, options or other acquisitions rights where the dividend stock or the stock issuable upon exercise of shares of capital such warrants, options or other rights is the same stock of as that on which the Guarantor dividend is being paid or any subsidiary under any employment agreement ranks pari passu with or benefit plan for the benefit junior to such stock), or (vii) cash distri butions to its shareholders, in an amount not to exceed 40% of the Guarantor’s directors's taxable income (as determined annually on the Guarantor's tax return), officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan to enable such shareholders to pay federal and state income taxes associated with their distributive shares of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement's taxable income.
Appears in 1 contract
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series A Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Series a Capital Securities Guarantee Agreement (Advanta Corp)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Common Securities remain outstanding, it will not, and the Guarantor will not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions distribution on, or redeem, purchase, acquire or make a liquidation payment with respect to, to any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common stock and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including under Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement.fractional
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Peoples Heritage Financial Group Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures TECONS remain outstanding, it will notif there shall have occurred an Event of Default or an event of default under the Declaration, and will not permit any of its Subsidiaries to, then (a) the Guarantor shall not declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital stock (other than (A) (i) purchases or acquisitions of shares of the Guarantor Guarantor's capital stock (or (bcapital stock equivalents) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of in connection with the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee satisfaction by the Guarantor of its obligations under any officer's, directors or employee benefit plans (or any options or other instruments issued thereunder) or the debt securities satisfaction by the Guarantor of its obligations pursuant to any Subsidiary contract or security requiring the Guarantor to purchase shares of the Guarantor if such guarantee ranks equal Guarantor's capital stock (or capital stock equivalents), (ii) purchases of shares of the Guarantor's capital stock (or capital stock equivalents) from officers, directors or employees of the company or its subsidiaries pursuant to employment agreements or junior in interest to upon termination of employment or retirement, (iii) as a result of a reclassification, combination or subdivision of the Debentures Guarantor's capital stock or the guarantee in respect thereofexchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, as the case may be (other than (iiv) dividends or distributions of shares of common stock on common stock, (v) the purchase of fractional interests in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or any security being converted or exchanged into such capital stock, (iivi) dividends or distributions on, or redemptions, purchases or acquisitions of, or liquidation payments with respect to, the Series B Preferred Stock, (vii) purchases or other acquisitions of common stock in connection with a dividend reinvestment or other similar plan, or (viii) any declaration dividend or distribution of a dividend capital stock (or capital stock equivalents) in connection with the implementation of a stockholder’s stockholders rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in guarantee payments made with respect to any of which the foregoing), (b) the Guarantor shall not have taken reasonable steps make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor which rank pari passu with or junior to cure, or the Convertible Debentures and (2c) the Guarantor shall be in default not make any guarantee payments with respect to its payment the foregoing (other than pursuant to the Guarantee or the Guarantor's guarantee of any obligations under this Guarantee Agreementthe Trust Common Securities).
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (CNF Transportation Inc)
Limitation of Transactions. The Guarantor hereby covenants If the Company shall exercise its right to defer payment of interest as provided in Section 4.1 and agrees thatthe Extended Interest Payment Period is continuing, so long as any Debentures remain outstanding, it will not, and will not permit any of its Subsidiaries to, then (a) neither the Company nor the Guarantor shall declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital stock (other than (1) repurchases, redemptions or other acquisitions of shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security capital stock of the Guarantor that ranks equal to Company or the Guarantor, as the case may be, in connection with the satisfaction by the Company or the Guarantor, as the case may be, of its obligations under any employee benefit plans or any other contractual obligation of the Company or the Guarantor, as the case may be, (other than a contractual obligation ranking pari passu with or junior in interest to the Debentures or the guarantee Debenture Guarantee, in respect thereofthe respective cases of the Company or the Guarantor), (2) as a result of a reclassification of the Company's or the Guarantor's capital stock, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor exchange or conversion of one class or series of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures Company's or the guarantee in respect thereofGuarantor's capital stock, as the case may be (other than (i) dividends or distributions in shares ofbe, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (Company's or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s 's capital stock, as the case may be, or (or any Subsidiary’s) indebtedness, (v3) the purchase of fractional interests in shares of the Company's or the Guarantor’s 's capital stock stock, as the case may be, pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and ), (vib) repurchases, redemptions or other acquisitions of shares of capital stock of neither the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which Company nor the Guarantor shall not have taken reasonable steps to curemake any payment of interest, principal or premium on, or repay, repurchase or redeem any debt securities issued by the Company or the Guarantor, as the case may be, that rank pari passu with or junior to the Debentures or the Debenture Guarantee, in the respective cases of the Company or the Guarantor and (2c) neither the Company nor the Guarantor shall be in default make any guarantee payments with respect to its payment of any obligations under this the foregoing (other than pursuant to the Preferred Securities Guarantee Agreementor the Debenture Guarantee).
Appears in 1 contract
Samples: First Supplemental Indenture (Countrywide Financial Corp)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Common Trust Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt any securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than in the case of clauses (i), (ii) and (iii), (a) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase QUIPS Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock solely into shares of one or more classes or series of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit purchases of the Guarantor’s directors's common stock in connection with the satisfaction by the Guarantor of its obligations (including purchases related to the issuance of such common stock or rights), officers, or employees, or under any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's benefit plans for its and its subsidiaries' directors, officers or employees or any of the Guarantor's dividend reinvestment plans) if at such time (1x) there shall have occurred any event a Guarantee Event of which Default (as defined in the Guarantor has actual knowledge that (AQUIPS Guarantee Agreement) with the giving of notice or the lapse of time or both, would constitute an Event of Default under (as defined in the Indenture Indenture) shall have occurred and be continuing, (By) in respect of which if such Debentures are held by the Guarantor shall not have taken reasonable steps to cureProperty Trustee, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this the QUIPS Guarantee Agreementor (z) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 3.01(b)(6) of the Indenture and any such extension shall have commenced and not yet terminated.
Appears in 1 contract
Samples: Common Trust Securities Guarantee Agreement (Amerus Life Holdings Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Securities remain outstanding, it will if there shall have occurred a Guarantee Event of Default or a Trust Enforcement Event, then the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries tothe Guarantor, to (ai) declare or pay any dividends or 18 -15- distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor if such guarantee ranks equal to pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends repurchases, redemptions or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common other acquisitions of shares of capital stock of the Guarantor, (ii) any declaration of a dividend Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the implementation benefit of any one or more employees, officers, directors or consultants or in connection with a stockholder’s rights dividend reinvestment or stockholder stock purchase plan, or the issuance (b) as a result of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the an exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for another any other class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class of series of the Guarantor's indebtedness for any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness's capital stock, (vc) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (vid) repurchasesany declaration of a dividend in connection with any stockholder's rights plan, redemptions or the issuance of rights, stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary property under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officersstockholder's rights plan, or employees, the redemption or any dividend reinvestment or director, officer or employee stock purchase plan repurchase of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to curerights pursuant thereto, or (2e) any dividend in the Guarantor shall be in default form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid (or pari passu with respect or junior to its payment of any obligations under this Guarantee Agreementsuch stock).
Appears in 1 contract
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Common Securities remain outstanding, it will not, and the Guarantor will not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions distribution on, or redeem, purchase, acquire or make a liquidation payment with respect to, to any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, of interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures, as defined in the Indenture) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration Trust Agreement of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Series A Capital Securities Guarantee and the Series B Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice is a Default or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this the Series A Capital Securities Guarantee Agreementor the Series B Capital Securities Guarantee or (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Greater Bay Bancorp)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Trust Preferred Securities remain outstanding, it will notif there shall have occurred and is continuing any event that would constitute a Default under the Indenture, and will not permit any of its Subsidiaries to, then (a) the Guarantor and any subsidiary of the Guarantor (other than a subsidiary of the Guarantor that is a depository institution, or a subsidiary thereof) will not declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding Guarantor’s capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, stock or make any guarantee payments payment with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be thereto (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchasespurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (ii) the acquisition by the Guarantor or any subsidiary under any employment agreement or benefit plan of its subsidiaries of record ownership in capital stock of the Guarantor for the benefit beneficial ownership of any other persons (other than the Guarantor or any of its subsidiaries), including trustees or custodians, (iii) as a result of an exchange or conversion of any class or series of the Guarantor’s directors, officers, capital stock for any other class or employees, or any dividend reinvestment or director, officer or employee stock purchase plan series of the Guarantor’s capital stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into on or prior to the Closing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for capital stock of the Guarantor, (iv) distributions by or among any wholly- owned subsidiary of the Guarantor, (v) redemptions of securities held by the Guarantor or any wholly-owned subsidiary of the Guarantor, and (vi) unpaid tax distributions to holders of membership interests of GMAC LLC pursuant to Section 4(b) of GMAC LLC’s Plan of Conversion, dated June 30, 2009); and (b) the Guarantor and any subsidiary of the Guarantor (other than a subsidiary of the Guarantor that is a depository institution, or a subsidiary thereof) will not make any payment of interest on or principal of (or premium, if at any, on), or repay, repurchase or redeem, any debt securities or guarantees issued by the Guarantor that rank pari passu with or junior to the Debentures (“Junior Subordinated Indebtedness”) (other than (i) redemptions, purchases or other acquisitions of Junior Subordinated Indebtedness in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, (ii) the acquisition by the Guarantor or any of its subsidiaries of record ownership in Junior Subordinated Indebtedness for the beneficial ownership of any other persons (other than the Guarantor or any of its subsidiaries), including trustees or custodians, (iii) as a result of an exchange or conversion of any class or series of Junior Subordinated Indebtedness for any other class or series of Junior Subordinated Indebtedness, (iv) redemptions of securities held by the Guarantor or any wholly-owned subsidiary of the Guarantor and (v) any payment of interest on Junior Subordinated Indebtedness paid pro rata with interest paid on the Debentures such time that the respective amounts of such payments made shall bear the same ratio to each other as all accrued but unpaid interest per like-amount of Debentures and all Junior Subordinated Indebtedness bear to each other); provided, however, the restrictions in the foregoing clauses (1a) there shall have occurred and (b) will not apply to (i) any event of stock dividends paid by the Company where the dividend stock is the same stock as that on which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to curedividend is being paid, or (2ii) dividends or distributions by or other transactions solely among the Guarantor shall be in default with respect to its payment and any wholly- owned subsidiary of any obligations under this Guarantee Agreementthe Guarantor or solely among wholly-owned subsidiaries of the Guarantor.
Appears in 1 contract
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Common Securities remain outstanding, it will the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries the Guarantor to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities (including guarantees of indebtedness for money borrowed) of the Guarantor that ranks equal to rank pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends any dividend, redemption, liquidation, interest, principal or distributions guarantee payment by Guarantor where the payment is made by way of securities (including capital stock) that rank pari passu with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (b) redemptions or purchases of any rights pursuant to the Shareholders Rights Plan (as defined in shares ofthe Indenture), or optionsany successor to such Shareholders Rights Plan, warrants, rights to subscribe for or purchase shares of, common shares of and the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s such rights plan, or the issuance of preferred stock under any such plan plans in the future, or the redemption or repurchase of any such rights pursuant thereto(c) payments under this Agreement, (iiid) purchases of Common Stock related to the purchase issuance of fractional shares resulting from Common Stock under any of the Guarantor's benefit plans for its directors, officers or employees, (e) as a result of a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or conversion of any one series or class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another series or class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s and (or any Subsidiary’s) indebtedness, (vf) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1x) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time time, or both, would constitute an "Event of Default Default" under the Indenture with respect to the Debentures and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2y) the Guarantor shall be in default with respect to its payment of any obligations under this the Guarantee Agreementor (z) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Indenture) with respect to the Debentures and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.
Appears in 1 contract
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for solely into another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (vd) the purchase of fractional interests in shares of the Guarantor’s 's capital stock resulting from such a reclassification or pursuant to the conversion or exchange provisions of such capital stock or any security convertible into or exchangeable for shares of the security being converted or exchanged; Guarantor's capital stock, and (vie) repurchasespurchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, redemptions officers or other acquisitions employees or any of shares the Guarantor's dividend reinvestment plans), (ii) make any payment of capital stock principal of, or premium, if any, or interest on, or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directorsGuarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Article IV of the First Supplemental Indenture to the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Sterling Bancshares Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Common Securities remain outstanding, it will not, and the Guarantor will not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common stock and preferred stock) or (bii) make any payment of principal of, interest or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank PARI PASSU with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including under Other Guarantees) if such guarantee ranks equal to PARI PASSU with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this the Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (M&t Bank Corp)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Preferred Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock, including, without limitation, the conversion of the Class C common stock or the Series A convertible preferred stock into shares of any class or series the Class A common stock of the Guarantor’s (or any Subsidiary’s) indebtedness, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under the Indenture and Default, (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreement.or (iii) the Guarantor shall have given notice of its election of the exercise
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Cox Trust Ii)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures (other than payments under this Capital Securities Guarantee or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be Common Guarantee) (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (vd) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vie) repurchasespurchases of common stock related to the issuance of common stock or rights under any of the Guarantor's benefit plans for its directors, redemptions officers or other acquisitions employees or any of shares the Guarantor's dividend reinvestment plans) or (ii) make any payment of capital stock principal, interest or premium, if any, on or repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank PARI PASSU with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under this Capital Securities Guarantee or the Common Guarantee) by the Guarantor of the debt securities of any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, Guarantor (including Other Guarantees) if such guarantee ranks PARI PASSU or employees, or any dividend reinvestment or director, officer or employee stock purchase plan junior in right of payment to the Guarantor) Debentures if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Haven Capital Trust I)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will not permit any of its Subsidiaries to, if (a) there shall have occurred and be continuing an Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (by) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu in all respects with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantorpayments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any declaration employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or shareholder stock purchase plan or (C) in connection with the implementation issuance of a stockholder’s rights plancapital stock of the Guarantor (or securities convertible into or exercisable for such capital stock), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretoapplicable Extension Period, (iii) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stockany exchange, (iv) the exchange reclassification, combination or conversion of any class or series of the Guarantor’s 's capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for another any class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s ('s indebtedness for any class or any Subsidiary’s) indebtednessseries of the Guarantor's capital stock, (viv) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (v) any declaration of a dividend in connection with any shareholder's rights plan, or the issuance of rights, stock or other property under any shareholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) repurchasesany dividend in the form of stock, redemptions warrants, options or other acquisitions rights where the dividend stock or the stock issuable upon exercise of shares of capital such warrants, options or other rights is the same stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of as that on which the Guarantor has actual knowledge that (A) dividend is being paid or ranks pari passu with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps junior to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreementsuch stock).
Appears in 1 contract
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal of, interest or premium, if any, or interest on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank PARI PASSU with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including other Guarantees) if such guarantee ranks equal to PARI PASSU with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series A Capital Securities Guarantee or the purchase Common Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; ex- changed, and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series A Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (M&t Bank Corp)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Series B Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares Common Stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (vd) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , (e) purchases of Common Stock related to the issuance of Common Stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees or any of the Guarantor's dividend reinvestment plans and (vif) repurchases, redemptions purchases of Common Stock in connection with the satisfaction by the Guarantor of its obligations pursuant to any contract or other acquisitions of security requiring the Guarantor to purchase shares of capital stock Common Stock), or (ii) make any payment of principal, premium, if any, or interest on or repay or repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any subsidiary guarantee payments (other than payments under this Series B Capital Securities Guarantee) with respect to any employment agreement or benefit plan for guarantee by the benefit Guarantor of the Guarantor’s directors, officers, or employees, or debt securities of any dividend reinvestment or director, officer or employee stock purchase plan Subsidiary of the GuarantorGuarantor (including Other Guarantees) if such guarantee ranks pari passu or junior in right of payment to the Debentures if at such time (1) an Event of Default under the Indenture shall have occurred and be continuing (2) there shall have occurred any event of which the Guarantor has actual knowledge that (Ax) is or, with the giving of notice or the lapse of time time, or both, would constitute an Event of Default under the Indenture and (By) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (23) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this the Series B Capital Securities Guarantee Agreementor (4) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any such extension shall have commenced and be continuing.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Amcore Capital Trust I)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Securities remain outstanding, it will if there shall have occurred a Guarantee Event of Default or a Trust Enforcement Event, then the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries tothe Guarantor, to (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock or (bii) make any payment of principal ofprincipal, interest or premium, if 20 16 any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor if such guarantee ranks equal to pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends repurchases, redemptions or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common other acquisitions of shares of capital stock of the Guarantor, (ii) any declaration of a dividend Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the implementation benefit of any one or more employees, officers, directors or consultants or in connection with a stockholder’s rights dividend reinvestment or stockholder stock purchase plan, or the issuance (b) as a result of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the an exchange or conversion of any class or series of the Guarantor’s 's capital stock (or any Subsidiary’s) capital stock of a subsidiary of the Guarantor) for another any class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s ('s indebtedness for any class or any Subsidiary’s) indebtednessseries of the Guarantor's capital stock, (vc) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (vid) repurchasesany declaration of a dividend in connection with the adoption of any stockholder's rights plan, redemptions or the issuance of rights, stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary property under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officersstockholder's rights plan, or employees, the redemption or any dividend reinvestment or director, officer or employee stock purchase plan repurchase of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to curerights pursuant thereto, or (2e) any dividend in the Guarantor shall be in default form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid (or pari passu with respect or junior to its payment of any obligations under this Guarantee Agreementsuch stock).
Appears in 1 contract
Samples: Guarantee Agreement (Star Capital I)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures HITS remain outstanding, if (i) the Guarantor shall be in default with respect to its Guarantee Payments or other obligations hereunder; (ii) there shall have occurred any Event of Default or Nonpayment under the Indenture (as defined therein) or during an Extension Period (as defined in the Fourteenth Supplemental Indenture); (iii) the Guarantor shall be in default with respect to the payment of any interest upon any HITS when it will notbecomes due and payable; or (iv) the Guarantor shall be in default with respect to the payment of any principal of (or premium, if any, on) any HITS as and will not permit any of its Subsidiaries towhen the same shall become due and payable, then (a) the Guarantor shall not declare or pay any dividends dividend on, or make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding its capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be stock (other than (i) dividends purchases or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common acquisitions of shares of the Guarantor’s common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans, (ii) any declaration as a result of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) stock or the exchange or conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (viii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to an acquisition or the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged; and , or (viiv) repurchases, redemptions or other acquisitions of shares of capital stock of payment by the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directorsthis HITS Guarantee Agreement), officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor(b) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor which rank pari passu with or junior to cure, or the Notes and (2c) the Guarantor shall be in default not make any payment under any guarantee that ranks equally with respect or junior to its payment of any obligations under this HITS Guarantee Agreement.
Appears in 1 contract
Samples: Hits Guarantee Agreement (Bank of America Corp /De/)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Junior Subordinated Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt any securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu with or junior in interest right of payment to the Junior Subordinated Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, of or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Guarantee, (d) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares resulting from of capital stock following, a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series pursuant to an acquisition in which fractional shares of the Guarantor’s (or any Subsidiary’s) indebtedness's capital stock would otherwise be issued, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchasespurchases of common stock related to the issuance of common stock or rights under any benefit plan for directors, redemptions officers, agents or other acquisitions of shares of capital stock employees of the Guarantor or its subsidiaries or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any 's dividend reinvestment or director, officer officer, agent or employee stock purchase plan of the Guarantorplans) if at such time (1i) an Event of Default (as defined in the Indenture) shall have occurred and be continuing, or would occur upon the taking of any action specified in clauses (i) through (iii) above, (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under (as defined in the Indenture Indenture) and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2iii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series A Capital Securities Guarantee Agreementor (iv) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture or with respect to certain other debentures of the Guarantor and any such extension shall be continuing.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Allmerica Financial Corp)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will notif there shall have occurred any event that would constitute an Event of Default or a Default under the Declaration, and will not permit any of its Subsidiaries to, then (a) the Guarantor and any subsidiary of the Guarantor will not declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding Guarantor’s capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, stock or make any guarantee payments payment with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be thereto (other than (i) dividends purchases, redemptions or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common other acquisitions of shares of capital stock of the GuarantorGuarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) any declaration purchases of shares of common stock of the Guarantor pursuant to a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of contractually binding requirement to buy stock under any such plan entered into in the futureordinary course of business and existing prior to the Event of Default or Default, or the redemption or including under a contractually binding stock repurchase of any such rights pursuant theretoplan, (iii) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the an exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another any other class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (viv) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and , (v) the purchase of the Guarantor’s capital stock by a broker-dealer subsidiary of the Guarantor for resale pursuant to an offering by the Guarantor underwritten by such broker-dealer subsidiary, (vi) repurchases, redemptions purchases or other acquisitions by a broker-dealer subsidiary of shares the Guarantor solely for the purpose of market-making, stabilization or customer facilitation transactions in the ordinary course of its business, or (vii) the acquisition of record ownership of the capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan Affiliate of the Guarantor for the benefit beneficial ownership of any other Persons (other than the Guarantor or any other subsidiary of the Guarantor’s directors), officers, including as trustees or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantorcustodians) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2b) the Guarantor shall be in default with respect to its and any subsidiary of the Guarantor will not make any payment of interest on or principal of (or premium, if any, on), or repay, repurchase or redeem, any obligations under this Guarantee Agreementdebt securities or guarantees issued by the Guarantor that rank pari passu with or junior to the Debentures; provided, however, the Guarantor may declare and pay a stock dividend where the dividend stock is the same stock as that on which the dividend is being paid.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Citigroup Inc)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock, (bii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor (including Other Debentures) that ranks equal to rank PARI PASSU with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to PARI PASSU with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s shareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under this Series B Capital Securities Guarantee and the purchase Series A Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit or compensation plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1l) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Series B Capital Securities Guarantee Agreementor (3) the Guarantor shall have given notice of its election of the exercise of its right to commence an Extended Interest Payment Period as provided in the Indenture and shall not have rescinded such notice, and such Extended Interest Payment Period, or an extension thereof, shall have commenced and be continuing.
Appears in 1 contract
Samples: Series B Capital Securities Guarantee Agreement (Reliance Capital Trust I)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Capital Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s 's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Capital Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) is, or with the giving of notice or the lapse of time time, or both, would constitute be, an Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under the Series A Capital Securities Guarantee or this Series B Capital Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.1 of the Indenture and any such extension shall be continuing.
Appears in 1 contract
Samples: Series B Capital Securities Guarantee Agreement (BFC Capital Trust I)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so long as any Debentures remain outstanding, it will not, and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding capital shares of the Guarantor or (b) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares of the Guarantor, (ii) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iii) the purchase of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the exchange or conversion of any class or series of the Guarantor’s (or any Subsidiary’s) capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtedness, (v) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (vi) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s directors, officers, or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee AgreementAgreement or (3) the Issuer shall have given notice of election to begin an Extension Period with respect to the Debentures as provided in the Indenture and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.
Appears in 1 contract
Samples: Junior Subordinated Debt Securities Guarantee Agreement (Renaissancere Holdings LTD)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Securities remain ----------- -------------------------- outstanding, it will notif (a) there shall have occurred a Trust Enforcement Event, (b) there shall have occurred a Guarantee Event of Default or (c) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the Debentures and will shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing, then the Guarantor shall not and, to the extent applicable, shall not permit any subsidiary of its Subsidiaries the Guarantor to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Guarantor that ranks equal to rank pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor if such guarantee ranks equal to pari passu with or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (iA) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares Common Stock of the Guarantor, (iiB) any declaration of a dividend in connection with the implementation of a stockholder’s rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiiC) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s capital stock, (iv) the an exchange or conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (vD) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; payments under this Guarantee and (viE) purchases, repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or Common Stock in connection with any subsidiary under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefits plans for its directors, officers, officers or employees, or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default under the Indenture and (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement).
Appears in 1 contract
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor stock (which includes common and preferred stock) or (bii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase Preferred Securities Guarantee, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vif) repurchases, redemptions purchases of common stock related to the issuance of common stock or other acquisitions of shares of capital stock of the Guarantor or any subsidiary rights under any employment agreement or benefit plan for the benefit of the Guarantor’s 's benefit plans for its directors, officers, officers or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans) if at such time (1i) there shall have occurred any event of which the Guarantor has actual knowledge that (A) is, or with the giving of notice or the lapse of time time, or both, would constitute be an Event of Default under the Indenture and Default, (B) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2ii) the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 4.01(b) of the Indenture and shall not have rescinded such notice, and any such extension shall have commenced and be continuing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Radio One Licenses LLC)
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures QUIPS remain outstanding, it will not, and will the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock), (ii) make any payment of principal ofprincipal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt security securities of the Guarantor (including any Other Debentures) that ranks equal to rank pari passu with or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be, or (iii) make any guarantee payments with respect to any guarantee by the Guarantor of the debt any securities of any Subsidiary subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks equal to pari passu or junior in interest right of payment to the Debentures or the guarantee in respect thereof, as the case may be (other than in the case of clauses (i), (ii) and (iii), (a) dividends or distributions in shares of, or options, warrants, warrants or rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) payments under the purchase QUIPS Guarantee Agreement, (d) as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock solely into shares of one or more classes or series of the Guarantor's capital stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (ve) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; exchanged and (vif) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit purchases of the Guarantor’s directors, officers, 's common stock in connection with the satisfaction by the Guarantor of its obligations (including purchases related to the issuance of such common stock or employees, or rights) under any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor) 's benefit plans for its and its subsidiaries' directors, officers or employees or any of the Guarantor's dividend reinvestment plans), if at such time (1x) there shall have occurred any event a Guarantee Event of which the Guarantor has actual knowledge that (A) with the giving of notice Default or the lapse of time or both, would constitute an Event of Default under (as defined in the Indenture Indenture) shall have occurred and be continuing, (By) in respect of which if such Debentures are held by the Guarantor shall not have taken reasonable steps to cureProperty Trustee, or (2) the Guarantor shall be in default with respect to its payment of any obligations under this QUIPS Guarantee AgreementAgreement or (z) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 3.01(b)(6) of the Indenture and any such extension shall have commenced and not yet terminated.
Appears in 1 contract
Limitation of Transactions. The Guarantor hereby covenants and agrees that, so So long as any Debentures Preferred Securities remain outstanding, it will the Guarantor shall not, and will shall not permit any subsidiary of its Subsidiaries the Guarantor to, (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the outstanding Guarantor's capital shares of the Guarantor or stock (bwhich includes common and preferred stock) make any payment of principal of, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Guarantor that ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks equal to or junior in interest to the Debentures or the guarantee in respect thereof, as the case may be (other than (ia) dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of, common shares stock of the Guarantor, (iib) any declaration of a dividend in connection with the implementation of a stockholder’s stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (iiic) the purchase as a result of fractional shares resulting from a reclassification of the Guarantor’s 's capital stock, (iv) stock or the exchange or the conversion of any one class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock for another class or series of the Guarantor’s (or any Subsidiary’s) 's capital stock or of any class or series of the Guarantor’s (or any Subsidiary’s) indebtednessstock, (vd) the purchase of fractional interests in shares of the Guarantor’s 's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; , and (vie) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor or any subsidiary under any employment agreement or benefit plan for the benefit purchases of the Guarantor’s 's common stock related to the issuance of the Guarantor's common stock or rights under any of the Guarantor's benefit plans for its directors, officers, or employees, employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Guarantor's dividend reinvestment plans), (ii) make any payment of principal of, or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in right of payment to the Debentures or (iii) make any guarantee payments with respect to any guarantee (other than payments under the Preferred Securities Guarantee) by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in right of payment to the Debentures if at such time (1) there shall have occurred any event of which the Guarantor has actual knowledge that (Aa) with the giving of notice or the lapse of time time, or both, would constitute an Indenture Event of Default under the Indenture and (Bb) in respect of which the Guarantor shall not have taken reasonable steps to cure, or (2) an Indenture Event of Default shall have occurred and be continuing, (3) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Preferred Securities Guarantee Agreementor (4) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture or such extension period, or any such extension shall have commenced and be continuing. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing under the Declaration, the rights of the holders of the Common Securities to receive Guarantee Payments under the Common Securities Guarantee or any Other Common Securities Guarantee shall be subordinated to the rights of the holders of the Preferred Securities, to receive payments of all amounts due and owing to such holders under this Preferred Securities Guarantee or any Other Guarantee.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Dynegy Capital Trust Iii)
