Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, or make any liquidation payment with respect to, any of its capital stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans).
Appears in 3 contracts
Samples: Preferred Securities Guarantee Agreement (McKesson Financing Trust Iv), Preferred Securities Guarantee Agreement (McKesson Financing Trust Iv), Preferred Securities Guarantee Agreement (McKesson Financing Trust Iv)
Limitation of Transactions. So long as any Preferred -------------------------- Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, or make any liquidation payment with respect to, any of its capital stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu PARI PASSU with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu PARI PASSU with or junior in interest to the Debt Securities (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange exchange, redemption or conversion of one class or series of the capital stock of the Guarantor (or any capital stock of a subsidiary thereof) for another class or series of the capital stock of the Guarantor or any class or series of the indebtedness of the Guarantor for any class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock common stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of rights, stock or other property under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under this Preferred Securities Guarantee or under any similar guarantee by the Guarantee Guarantor with respect to any trust common or trust preferred securities of its subsidiaries and Common Securities Guarantee, (vi) purchases repurchases, redemptions or other acquisitions of Common Stock shares of the capital stock of the Guarantor related to in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, (2) a dividend reinvestment or shareholder stock purchase plan or (3) the issuance of Common Stock capital stock of the Guarantor (or rights under any of the Guarantor's benefit plans securities convertible or exercisable for its directors, officers or employees and (viisuch capital stock) obligations under any dividend reinvestment and stock purchase plansas consideration in an acquisition transaction entered into prior to such extension period).
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (Torchmark Corp), Preferred Securities Guarantee Agreement (Torchmark Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if at such time (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period Debentures and such extension period, or any extension thereof, shall be deferral is continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the DeclarationIndenture, then the Guarantor shall not (a) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, purchase or acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (1) purchases or acquisitions of shares of common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans, (2) as a result of a reclassification of capital stock of the Guarantor or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of capital stock of the Guarantor, (3) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged or (4) stock dividends paid by the Guarantor which consist of stock of the same class as that on which the dividend is being paid), (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee issued by the Guarantor of after the debt securities of any subsidiary of the Guarantor if such guarantee date hereof that ranks pari passu with or junior in interest to the Debt Securities Debentures and (c) make any guarantee payments with respect to the foregoing (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common this Preferred Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans).
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (Calenergy Capital Trust Iii), Preferred Securities Guarantee Agreement (Calenergy Capital Trust Vi)
Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (ai) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its the Guarantor's capital stock (which includes common and preferred stock) or (bii) make any payment of interest, principal of or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu with or junior in interest right of payment to the Debt Securities Debentures or (iii) make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the Debt Securities Debentures (other than (ia) as a result of a reclassification of the capital stock of the Guarantor dividends or the exchange distributions in shares of, or conversion of one class options, warrants, rights to subscribe for or series of the capital stock of the Guarantor for another class or series of the capital purchase shares of, common stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (ivb) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (vc) payments under the Guarantee and Common Securities Guarantee, (vid) purchases the purchase of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any fractional shares resulting from a reclassification of the Guarantor's benefit plans capital stock, (e) the exchange or the conversion of one class, or series of the Guarantor's capital stock for its directorsanother class or series of the Guarantor's capital stock, officers or employees and (viif) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged) if at such time (1) there shall have occurred and be continuing an event of default under the Trust Agreement, (2) there shall have occurred and be continuing an Event of Default under the Indenture, (3) there shall have occurred and be continuing a payment default under the Trust Agreement or the Indenture, (4) if the Debentures are held by the Trust, the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee, or (5) the Guarantor shall have given notice of its election of an Extended Interest Payment Period (as defined in the Indenture) and shall not have rescinded such notice, and such Extended Interest Payment Period, or any dividend reinvestment and stock purchase plans)extension thereof, shall have commenced.
Appears in 2 contracts
Samples: Trust Preferred Securities Guarantee Agreement (Agl Capital Trust Ii), Trust Preferred Securities Guarantee Agreement (Agl Capital Trust Iii)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if at such time (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period Debentures and such extension period, or any extension thereof, shall be deferral is continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default under the DeclarationIndenture, then the Guarantor shall not (a) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, purchase or acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (1) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans, (2) as a result of a reclassification of capital stock of the Guarantor or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of capital stock of the Guarantor, (3) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock of the Guarantor or the security being converted or exchanged or (4) stock dividends paid by the Guarantor which consist of stock of the same class as that on which the dividend is being paid), (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee issued by the Guarantor of after the debt securities of any subsidiary of the Guarantor if such guarantee date hereof that ranks pari passu with or junior in interest to the Debt Securities Debentures and (c) make any guarantee payments with respect to the foregoing (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common this Preferred Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans).
Appears in 2 contracts
Samples: Convertible Preferred Securities Guarantee Agreement (Calenergy Capital Trust Iii), Preferred Securities Guarantee Agreement (Calenergy Capital Trust Ii)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (ia) there shall have occurred and be continuing a Default or an Event of Default or (b) Debenture Issuer shall have selected an Extension Period as provided in the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period Indenture and such extension period, or any extension thereof, shall have commenced and be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall may not (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor’s capital stock or stock, (by) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank in all respects pari passu with or junior in interest to the Debt Securities Debentures or (z) make any guarantee payment with respect to under any guarantee by the Guarantor of the debt securities of any subsidiary guarantees of the Guarantor if such guarantee ranks that rank in all respects pari passu with or junior in interest to the Debt Securities this Guarantee (other than (i) as a result repurchases, redemptions or other acquisitions of a reclassification shares of the capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or 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, (ii) as a result of any exchange or conversion of one any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor Guarantor) for another any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iiiii) 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 into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantorexchanged, (iv) any declaration of a dividend in connection with the implementation of a stockholders' any stockholder’s rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholder’s rights plan, or the redemption or repurchase of any such rights pursuant thereto, or (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and in the form of stock, warrants, options or other rights where the dividend stock purchase plansor 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 interest to such stock).
Appears in 2 contracts
Samples: Guarantee Agreement (Pacific Premier Bancorp Inc), Guarantee Agreement (Tierone Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred and be continuing a Debenture Event of Default, a Declaration Event of Default or an event that, with the giving of notice or the lapse of time or both, would constitute a Debenture Event of Default or a Declaration Event of Default, or a selection by the Guarantor has exercised its option to defer interest payments on of a Deferral Period as provided in the Debt Securities by extending the interest payment period Indenture and such extension period, or any extension thereof, shall be continuing, then (iia) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, or make any distributions distribution with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock or (other than stock dividends paid by the Guarantor which stock dividends consist of the stock of the same class as that on which the dividend is being paid), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that which rank pari passu PARI PASSU with or junior in interest to the Debt Securities or Debentures and (c) shall not make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu PARI PASSU with or junior in interest to the Debt Securities Debentures (in each case, other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iiiA) dividends or distributions in Common Stock of the GuarantorStock, (ivB) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (vC) payments under the Guarantee and Common Securities this Guarantee, (viD) purchases or acquisitions of shares of the Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plan or any other contractual obligation of the Guarantor related (other than a contractual obligation ranking PARI PASSU with or junior in interest to the issuance Securities), (E) as a result of Common Stock of the Guarantor or rights under any a reclassification of the Guarantor's benefit plans capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for its directors, officers another class or employees and series of the Guarantor's capital stock or (viiF) obligations under any dividend reinvestment and the purchase of fractional interests in shares of the Guarantor's capital stock purchase planspursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged).
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (Chemed Corp), Preferred Securities Guarantee Agreement (Chemed Capital Trust)
Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if (ia) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension for any distribution period, full distributions on a cumulative basis on any Trust Preferred Securities have not been paid or any extension thereof, shall be continuingdeclared and set apart for payment, (iib) an Event of Default (as defined in the Guarantor shall be in default with respect to its payment Subordinated Indenture) has occurred and is continuing or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event of which the Guarantor has actual knowledge that, with the giving of notice or lapse of time time, or both, would constitute an Event of Default with respect to the Subordinated Debentures, (c) the Guarantor is in default of its obligations under this Trust Preferred Securities Guarantee or the DeclarationTrust Common Securities Guarantee, then or (d) the Guarantor shall have given notice of its selection of an Extension Period (as defined in the Subordinated Indenture) as provided in the Subordinated Indenture with respect to the Subordinated Debentures and shall not have rescinded such notice, or such Extension Period (or any extension thereof) shall be continuing, then, during such period the Guarantor shall not (ai) declare or pay any dividend dividends on, make any distributions with respect to, or redeem, purchase, purchase or acquire, or make any a liquidation payment with respect to, to any of its capital stock (except for (x) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, its capital stock and conversions or exchanges of common stock of one class into common stock of another class and (y) redemptions or purchases of any rights pursuant to the Rights Agreement and the issuance of capital stock pursuant to such rights) or (bii) make any payment payments of interestprincipal, principal interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor that rank pari passu with or junior in interest to the Debt Securities Subordinated Debentures (other than (u) any redemption, liquidation, interest, principal or make any guarantee payment with respect to any guarantee by the Guarantor where the payment is made by way of the debt securities of any subsidiary of the Guarantor if such guarantee ranks (including capital stock) that rank pari passu with or junior in interest to the Debt Securities (other than (i) as a result of a reclassification of the capital stock of the Guarantor securities on which such redemption, liquidation, interest, principal or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security guarantee payment is being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant theretomade, (v) payments under this Trust Preferred Securities Guarantee or the Guarantee and Trust Common Securities Guarantee, (viw) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and employees, (viix) obligations under any dividend reinvestment and as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one series or class of the Guarantor's capital stock for another series or class of the Guarantor's capital stock, (y) the purchase plans).of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion
Appears in 2 contracts
Samples: Guarantee Agreement (El Paso Natural Gas Co), Guarantee Agreement (El Paso Energy Capital Trust I)
Limitation of Transactions. So long as any Preferred Trust Common Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities Debentures by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities the Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default under the DeclarationDefault, then the Guarantor shall not (a) declare or pay any dividend dividends on, or make any distributions a distribution with respect to, or redeem, purchase, redeem or purchase or acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (1) purchases or acquisitions of shares of Company Common Stock (bor Company Common Stock equivalents) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of in connection with the Guarantor that rank pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee satisfaction by the Guarantor of its obligations under any employee benefit or agent plans 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 Company Common Stock (or Company Common Stock equivalents), (2) purchases of shares of Company Common Stock (or Company Common Stock equivalents) from officers or employees of the Guarantor if such guarantee ranks pari passu with or junior in interest its subsidiaries upon termination of employment or retirement not pursuant to any obligation under any contract or security requiring the Debt Securities Guarantor to purchase shares of Company Common Stock (other than or Company Common Stock equivalents), (i3) as a result of a reclassification of the Guarantor's capital stock of the Guarantor or the exchange or conversion of one class or series of the Guarantor's capital stock of the Guarantor for another class or series of the Guarantor's capital stock of the Guarantorstock, (ii4) dividends or distributions of shares of Company Common Stock on Company Common Stock or (5) 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 into or exchanged for such capital stockexchanged), (iiib) dividends make any payment of principal of (premium, if any) or distributions in Common Stock of the Guarantorinterest on or repay, repurchase or redeem any debt securities (ivincluding guarantees) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of issued by the Guarantor related that rank pari passu with or junior to the issuance of Common Stock of the Guarantor or rights under Debentures and (c) make any guarantee payments with respect to any of the Guarantor's benefit plans for its directors, officers or employees and foregoing (vii) obligations under any dividend reinvestment and stock purchase plansother than pursuant to the Guarantee).
Appears in 2 contracts
Samples: Trust Common Securities Guarantee Agreement, Trust Common Securities Guarantee Agreement (American Equity Investment Life Holding Co)
Limitation of Transactions. So long as any of the Trust Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any this Trust Preferred Securities Guarantee, an event that, with the giving of notice or lapse of time or both, would constitute an Event of Default default under the DeclarationIndenture, then 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 (a) permit any Subsidiary to, declare or pay any dividend dividends on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities (other than (i1) as a result of a reclassification of the capital dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantorsuch Subsidiary, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv2) any declaration of a dividend in connection with the implementation of a stockholders' 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, (v) payments under the Guarantee and Common Securities Guarantee, (vi3) purchases of Common Stock common stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights such common stock under any of the Guarantor's ’s employee benefit plans for its directors, officers or employees employees, (4) as a result of a reclassification of any class or series of the Guarantor’s capital stock solely into another class or series of the Guarantor’s capital stock, or (5) declarations or payments of dividends or distributions payable by a Subsidiary of the Guarantor to the Guarantor or any of its Subsidiaries);
(b) the Guarantor shall not, and will not permit any Subsidiary to, make any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Guarantor which rank pari passu with or junior to the Debentures;
(viic) the Guarantor shall not make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any Subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debentures; provided, however, that the Guarantor may make payments pursuant to its obligations under the Trust Preferred Securities Guarantee; and
(d) the Guarantor shall not redeem, purchase or acquire less than all of the Outstanding (as defined in the Indenture) Debentures or any dividend reinvestment and stock purchase plans)of the Trust Preferred Securities.
Appears in 2 contracts
Samples: Trust Preferred Securities Guarantee Agreement (San Rafael Bancorp), Trust Preferred Securities Guarantee Agreement (Alabama National Bancorporation)
Limitation of Transactions. So long as any Preferred of the Capital Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iiia) there shall have occurred and be continuing an Event of Default under or (b) Debenture Issuer shall have selected an Extension Period as provided in the Declaration Indenture and such period, or any event thatextension thereof, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declarationshall have commenced and be continuing, then the Guarantor shall may not (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor’s capital stock or stock, (by) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank in all respects pari passu with or junior in interest to the Debt Securities Debentures or (z) make any guarantee payment with respect to under any guarantee by the Guarantor of the debt securities of any subsidiary guarantees of the Guarantor if such guarantee ranks that rank in all respects pari passu with or junior in interest to the Debt Securities this Guarantee (other than (i) as a result repurchases, redemptions or other acquisitions of a reclassification shares of the capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or 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 an Event of Default or the applicable Extension Period, (ii) as a result of any exchange or conversion of one any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor Guarantor) for another any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iiiii) 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 into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantorexchanged, (iv) any declaration of a dividend in connection with the implementation of a stockholders' any stockholder’s rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholder’s rights plan, or the redemption or repurchase of any such rights pursuant thereto, or (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and in the form of stock, warrants, options or other rights where the dividend stock purchase plansor 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 interest to such stock).
Appears in 2 contracts
Samples: Guarantee Agreement (Umpqua Holdings Corp), Guarantee Agreement (Umpqua Holdings Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iiia) there shall have occurred and be continuing an Event of Default Default, (b) there shall have occurred a default or an event of default under the Declaration Indenture or any event that, with (c) the giving Guarantor has given notice of notice or lapse its election to defer payments of time or both, would constitute an Event interest on the Debentures as provided in Section 2.12 of Default under the DeclarationIndenture and the period of such deferral is continuing, then the Guarantor shall not (ai) declare or pay any dividend on, make any distributions distribution or other payment with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock (other than (A) repurchases, redemptions (i) in connection with any employment contract, benefit plan or similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (ii) in connection with a dividend reinvestment or stockholder stock purchase plan or (biii) in connection with the issuance of capital stock 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 Extension Period, (B) as a result of an exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock,(C) 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, (D) any declaration of a dividend in connection with any shareholders' rights plan or the issuance of rights, stock or other property under any shareholders' rights plan or the redemption or repurchase of rights pursuant thereto or (E) any dividend or distribution in the form of capital stock or rights to acquire capital stock where the dividend stock is the same stock or the rights of the capital stock being issued, or issuable pursuant to such rights, rank in all respects pari passu or junior to the capital stock as to which such dividend or distribution is paid), (ii) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that rank pari passu with or junior in interest to the Debt Securities Debentures or (iii) make any guarantee payment with respect to payments under any guarantee by the Guarantor of the debt securities of any subsidiary guarantees of the Guarantor if such guarantee ranks that rank in all respects pari passu with or junior in interest to this Preferred Securities Guarantee). In addition, so long as any Preferred Securities remain outstanding, the Debt Securities (other than Guarantor (i) as a result will remain the sole direct or indirect owner of a reclassification all of the capital stock outstanding Common Securities; provided that any permitted successor of the Guarantor or under the exchange or conversion of one class or series Indenture may succeed to the Guarantor's ownership of the capital stock of the Guarantor for another class or series of the capital stock of the GuarantorCommon Securities, (ii) will not take any action which would cause the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant Issuer to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged cease to be treated as a grantor trust for such capital stock, United States federal income tax purposes and (iii) dividends or distributions in Common Stock of will cause the GuarantorIssuer to remain a statutory business trust, (iv) any declaration of a dividend except in connection with a distribution of Debentures to the implementation Holders in liquidation of a stockholders' rights planthe Issuer, the redemption of all of the Trust Securities, or the issuance of stock under any such plan certain mergers, consolidations or amalgamations, each as provided in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Declaration.
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (Proassurance Corp), Preferred Securities Guarantee Agreement (Proassurance Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default or an event of default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the DeclarationTrust Agreement, then (a) the Guarantor shall not (a) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of its common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of its common stock, (ii) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of its capital stock for another class or series of its capital stock, (iii) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) redemptions or purchases pursuant to the Guarantor's Rights Agreement, dated as of May 11, 1999, as amended, between the Guarantor and Xxxxx Fargo Bank Minnesota, N.A., as successor in interest to ChaseMellon Shareholder Services, LLC), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of (including guarantees) issued by the Guarantor that which rank pari passu with or junior in interest to the Debt Securities or Debentures and (c) the Guarantor shall not make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities foregoing (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to this Agreement and the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases dated as of Common Stock July 26, 2005 of the Guarantor related with respect to the issuance of 6.750% Trust Originated Common Stock Securities of the Guarantor or rights under any Trust), the Common Securities Guarantee Agreement, dated as of December 20, 1996 and the Guarantor's benefit plans for its directorsCapital Securities Guarantee Agreement, officers or employees and dated as of June 6, 1997 (vii) obligations under any dividend reinvestment and stock purchase plansthe "Capital Guarantee")).
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (Berkley W R Corp), Preferred Securities Guarantee Agreement (Berkley W R Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, and if at such time (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment Guarantee Payments or other payment obligations under this Preferred Securities Guarantee or hereunder, (iiiii) there shall have occurred and be continuing an any Trust Enforcement Event of Default under the Declaration or (iii) the Guarantor shall have given notice of its election of an [Extension Period] and such period, or any event thatextension thereof, with the giving of notice or lapse of time or bothis continuing, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, or make any liquidation payment with respect to, any of its capital stock or (b1) make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with equally with, or junior in interest to to, the Debt Securities Notes in the right of payment issued by the Guarantor, [except, in the case of an [Extension Period], payments as contemplated under the Indenture], or make any guarantee payment payments with respect to any guarantee by the Guarantor of the any debt securities of any subsidiary of the Guarantor its subsidiaries if such guarantee ranks pari passu equally with or junior in interest to the Debt Securities Notes in right of payment, [except, in the case of an [Extension Period], payments as contemplated under the Indenture,] or (2) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor's capital stock, except, in each of cases (1) and (2), nothing contained herein shall prevent the Guarantor from (a) purchasing or acquiring its capital stock in satisfaction of its obligations under any benefit plans for the Guarantor and the Guarantor's subsidiaries' directors, officers or employees or under any dividend reinvestment plans, or pursuant to any contract or security outstanding [on the first day of any [Extension Period] requiring us to purchase our capital stock] (other than a contract or security ranking expressly by its terms on a parity with or junior to the Notes), (ib) as a result of a effecting the reclassification of the Guarantor's capital stock of the Guarantor stock, or the any exchange or conversion of one class or series of the Guarantor's capital stock of the Guarantor for another class or series of the Guarantor's capital stock of the Guarantorstock, (iic) the purchase purchasing 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 into or exchanged for such capital stockexchanged, (iiid) declaring dividends or distributions in Common Stock of the Guarantor, 's capital stock where the dividend stock is the same stock as that on which the dividend is being paid; (ive) making any declaration of a dividend in connection with the implementation of a stockholders' shareholder's rights plan, or the issuance of stock shares under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; and (vf) making any payments under this Guarantee. In addition, so long as any Preferred Securities remain outstanding, the Guarantee and Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities Guarantee, (vi) purchases and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under Section 7.9 of Common Stock the Declaration; provided that any permitted successor of the Guarantor related under the Indenture may succeed to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers direct or employees indirect ownership of the Common Securities and (viiii) obligations under any dividend reinvestment and stock purchase plans)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 Notes as provided in the Declaration.
Appears in 2 contracts
Samples: Guarantee Agreement (Raytheon Co/), Guarantee Agreement (Iron Mountain Records Management Inc)
Limitation of Transactions. So The Guarantor hereby covenants and agrees that, so long as any Preferred Common Securities remain outstanding, if it will not, and will not permit any of its Subsidiaries (iincluding the Debenture Issuer) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension periodto, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its the outstanding capital stock of the Debenture Issuer or the Guarantor, as the case may be, or (b) make any payment of interestprincipal of, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Guarantor Debenture Issuer or the Guarantor, as the case may be, that rank pari passu with or ranks junior in interest to the Debt Securities Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payment 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 Subsidiary of the Guarantor Debenture Issuer or the Guarantor, as the case may be, if such guarantee ranks pari passu with or junior in interest to the Debt Securities Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions on the Capital Stock (as a result of a reclassification defined in the Indenture) of the capital stock of Debenture Issuer paid or made to the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) and dividends or distributions in Common Stock (as defined in the Indenture) of the Debenture Issuer or the Guarantor, as the case may be, (ivii) 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 any successor to such rights plan, or the declaration of a dividend in connection with the implementation of a stockholders' 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, (viii) payments under any preferred securities guarantee issued by the Guarantee Guarantor, and Common Securities Guarantee, (viiv) purchases of Common Stock of the Guarantor related to the issuance of Common Stock under any benefit plans of the Debenture Issuer, the Guarantor or rights under any of its Subsidiaries, as the Guarantor's benefit plans case may be, for its their respective directors, officers or employees employees) if at such time (1) there shall have occurred any event of which the 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 (viiB) in respect of which the Debenture Issuer or the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Common Securities Guarantee 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 dividend reinvestment and stock purchase plans)extension thereof, shall be continuing.
Appears in 2 contracts
Samples: Common Securities Guarantee Agreement (Ace LTD), Common Securities Guarantee Agreement (Ace LTD)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (ia) there shall have occurred and be continuing a Default or an Event of Default or (b) Debenture Issuer shall have selected an Extension Period as provided in the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period Indenture and such extension period, or any extension thereof, shall have commenced and be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall may not (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor's capital stock or stock, (by) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank in all respects pari passu with or junior in interest to the Debt Securities Debentures or (z) make any guarantee payment with respect to under any guarantee by the Guarantor of the debt securities of any subsidiary guarantees of the Guarantor if such guarantee ranks that rank in all respects pari passu with or junior in interest to the Debt Securities this Guarantee (other than (i) as a result repurchases, redemptions or other acquisitions of a reclassification shares of the capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or 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 12 applicable Extension Period, (ii) as a result of any exchange or conversion of one any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor Guarantor) for another any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iiiii) 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 into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantorexchanged, (iv) any declaration of a dividend in connection with the implementation of a stockholders' any stockholder's rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholder's rights plan, or the redemption or repurchase of any such rights pursuant thereto, or (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and in the form of stock, warrants, options or other rights where the dividend stock purchase plansor 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 interest to such stock).
Appears in 2 contracts
Samples: Guarantee Agreement (Southern Michigan Bancorp Inc), Guarantee Agreement (Southern Michigan Bancorp Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (ia) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default (as defined under the Indenture) or (c) the Guarantor has exercised its option to defer interest payments on the Debt Securities Debentures by extending the interest payment period as provided in Article IV of the First Supplemental Indenture to the Indenture, and such period or extension period, or any extension thereof, thereof shall be continuing, then (iii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, make any distributions distribution with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (A) purchases or acquisitions of shares of Guarantor's common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior to the Debentures), (B) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock or (bC) 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), (ii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that rank pari passu with or junior in interest to the Debt Securities or Debentures and (iii) the Guarantor shall not make any guarantee payment payments with respect to the foregoing (other than pursuant to this Preferred Securities Guarantee). In addition, so long as any guarantee by Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the debt securities of outstanding Common Securities; provided that any subsidiary permitted successor of the Guarantor if such guarantee ranks pari passu with or junior in interest under the Indenture may succeed to the Debt Securities (other than (i) as a result of a reclassification Guarantor's ownership of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, Common Securities and (ii) will not take any action which would cause the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant Issuer to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged cease to be treated as a grantor trust for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend United States federal income tax purposes except in connection with the implementation a distribution of a stockholders' rights plan, or the issuance of stock under any such plan Debentures as provided in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Declaration.
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (Roslyn Bancorp Inc), Preferred Securities Guarantee Agreement (Fleetboston Financial Corp)
Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an any Event of Default under the Declaration Indenture or any event that, 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 DeclarationIndenture and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) there shall be a Guarantee Event of Default or (iii) the Guarantor shall have given notice of its election of an Extension Period as provided in the certificate evidencing the Junior Subordinated Debt Securities and shall not have rescinded such notice, or such Extension Period or any extension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its the Guarantor's capital stock or (by) make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the Junior Subordinated Debt Securities or make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the Junior Subordinated Debt Securities (other than (ia) as a result of a reclassification of the capital stock of the Guarantor dividends or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital distributions in common stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (ivb) any declaration of a dividend in connection with the implementation of a stockholdersshareholders' rights plan, or the issuance of capital stock of any class or series under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (vc) payments under the Guarantee and Common Securities this Guarantee, (vi) purchases of Common Stock of any other similar guarantee by the Guarantor related to in respect of Trust Preferred Securities issued by a trust holding Junior Subordinated Debt Securities issued under the issuance Indenture, (d) repurchases, redemptions or other acquisitions of Common Stock of the Guarantor or rights under capital stock in connection with any of the Guarantor's benefit plans or other similar arrangements with or for the benefit of its employees, officers, directors, officers consultants or employees and advisors, or (viie) obligations under any dividend reinvestment and the purchase of fractional interests in shares of the Guarantor's capital stock purchase planspursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged).
Appears in 2 contracts
Samples: Guarantee Agreement (Disney Capital Trust I), Guarantee Agreement (Omnicom Capital Trust Iii)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under Default, or an event of which the Declaration or any event Guarantor has actual knowledge that, with the giving of notice or the lapse of time or both, would constitute an Event event of Default default under the Declaration, then Indenture and in respect of which the Guarantor shall not have taken reasonable steps to cure, or if the Guarantor has given notice of its selection of an extended interest period with respect to the Debentures and such period, or any extension thereof, is continuing, then, in each case, (a) the Guarantor shall not declare or pay any dividend on, or make any distributions distribution with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock or stock, (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) issued by the Guarantor that which rank pari passu PARI PASSU with or junior in interest to the Debt Securities or Debentures, and (c) the Guarantor shall not make any guarantee payment payments with respect to any guarantee by the Guarantor of a debt security of any of the debt securities of any subsidiary of the Guarantor Guarantor's subsidiaries (including other guarantees) if such guarantee ranks pari passu PARI PASSU with or junior in interest to the Debt Securities (other than Debentures; provided that the foregoing restrictions in this Section 6.1(a) shall not apply to (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants or (B) in connection with a dividend reinvestment or stockholder stock purchase plan, (ii) the issuance of common stock of the Guarantor (or securities convertible into or exercisable for such common stock) as a result of a consideration in an acquisition transaction entered into prior to such extended interest payment period, (iii) the reclassification of the capital stock of the Guarantor or the exchange or conversion of one any class or series of the Guarantor's capital stock of the Guarantor for another class or series of the Guarantor's capital stock of the Guarantorstock, provided that such reclassification, exchange or conversion does not include any cash payments, (iiiv) 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 into or exchanged for such capital stockexchanged, (iiiv) dividends or distributions in Common Stock the issuance of the Guarantor, (iv) any declaration capital stock of a dividend the Guarantor in connection with the implementation exercise of a stockholders' certain 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, (v) payments under the Guarantee and Common Securities Guaranteeon convertible securities, (vi) purchases any dividend in the form of common stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is common stock, or (vii) payments by Guarantor under this Guarantee or under any similar guarantee by Guarantor with respect to any securities of its subsidiaries that are made on a pro rata basis on all such guarantees, provided the proceeds from the issuance of such securities were used to purchase junior subordinated deferrable interest debentures issued by such subsidiary. In addition, so long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all the outstanding Common Stock Securities and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under the Indenture, provided that any permitted successor of the Guarantor related under the Indenture may succeed to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees ownership of the Common Securities and (viiii) obligations under any dividend reinvestment and stock purchase plans)will use its reasonable efforts to cause the Trust to continue to be treated as a grantor trust for United States federal income tax purposes except in connection with a distribution of Debentures.
Appears in 2 contracts
Samples: Guarantee Agreement (Northwestern Corp), Preferred Securities Guarantee Agreement (Northwestern Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor an Event of Default shall be in default with respect to its payment or other obligations have occurred under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration (as defined therein) or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the DeclarationDeclaration (as defined therein), then the Guarantor shall not (a) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, or make any liquidation payment with respect to, any of its capital stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu PARI PASSU with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the any debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu PARI PASSU with or junior in interest to the Debt Securities (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange exchange, redemption or conversion of one class or series of the capital stock of the Guarantor (or any capital stock of a subsidiary thereof) for another class or series of the capital stock of the Guarantor or any class or series of the indebtedness of the Guarantor for any class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock common stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' ’ rights plan, or the issuance of rights, stock or other property under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under this Preferred Securities Guarantee or under any similar guarantee by the Guarantee Guarantor with respect to any trust common or trust preferred securities of its subsidiaries and Common Securities Guarantee, (vi) purchases repurchases, redemptions or other acquisitions of Common Stock shares of the capital stock of the Guarantor related to in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, (2) a dividend reinvestment or shareholder stock purchase plan or (3) the issuance of Common Stock capital stock of the Guarantor (or rights under any of the Guarantor's benefit plans securities convertible or exercisable for its directors, officers or employees and (viisuch capital stock) obligations under any dividend reinvestment and stock purchase plansas consideration in an acquisition transaction entered into prior to such extension period).
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (Torchmark Corp), Preferred Securities Guarantee Agreement (Torchmark Capital Trust V)
Limitation of Transactions. So long as any Preferred Debentures or Capital Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iiia) there shall have occurred and be continuing an Event of Default under the or a Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default or (b) the dollar amount of the Guarantor’s and the subsidiaries’ gross written premiums on a consolidated basis from insurance policies in any calendar year fails to exceed 51% of the Guarantor’s and the subsidiaries’ gross written premiums on a consolidated basis from insurance policies in the previous calendar year; (c) the Guarantor and its subsidiaries on a consolidated basis sell more than 51% of its rights to renew insurance policies in any single transaction or series of related transactions; (d) any Significant Subsidiary (as defined in Section 1-02(w) of Regulation S-X to the Securities Act (the “Significant Subsidiaries”)) of the Guarantor which is rated by A.M. Best Company, Inc. (x) receives a rating from A.M. Best Company Inc. of B- or lower; or (y) submits a request to withdraw its rating by A.M Best Company, Inc.; (e) the Company shall be in default with respect to its payment of any obligations under the DeclarationCapital Securities Guarantee; or (f) the Company shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Subsidiary to (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor’s or such Subsidiary’s capital stock (other than payments of dividends or distributions to the Company or the Guarantor or any Subsidiary thereof) or make any guarantee payments with respect to the foregoing; (by) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or the Guarantor or any Subsidiary thereof that rank pari passu in all respects with or junior in interest to the Debt Securities Debentures; or make (z) enter into, amend or modify any guarantee payment contract with a shareholder owning more than 10% of the outstanding shares of the common stock of the Guarantor that could require cash payments by the Guarantor to such shareholder, other than with Tower Group, Inc. or any of its wholly-owned subsidiaries, that could require cash payments by the Sponsor to such shareholder (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or the Guarantor or any guarantee Subsidiary thereof in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company or the Guarantor, or of such Subsidiary, as the case may be (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, Declaration Event of Default or selection of an Extension Period by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities Company, as applicable, (other than (iii) as a result of a reclassification of the capital stock of the Guarantor or the any exchange or conversion of one any class or series of the Company’s or the Guarantor’s capital stock (or any capital stock of a Subsidiary of the Guarantor Company or the Guarantor) for another any class or series of the Company’s or the Guarantor’s capital stock stock, as the case may be (or in the case of a Subsidiary of the Company or Guarantor, any class or series of such Subsidiary’s capital stock), or of any class or series of the Company’s or the Guarantor’s indebtedness for any class or series of the Company or the Guarantor’s capital stock, as the case may be (iior in the case of indebtedness of a Subsidiary of the Company or Guarantor, of any class or series of such Subsidiary’s indebtedness for any class or series of such Subsidiary’s capital stock), (iii) the purchase of fractional interests in shares of the Company’s or the Guarantor’s capital stock (or the capital stock of a Subsidiary of the Guarantor Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantorexchanged, (iv) any declaration of a dividend in connection with the implementation of a any stockholders' ’ rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholders’ rights plan, or the redemption or repurchase of any such rights pursuant thereto, (v) any dividend in the 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 such stock and any cash payments under the Guarantee and Common Securities Guaranteein lieu of fractional shares issued in connection therewith, or (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights payments under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plansthis Guarantee).
Appears in 2 contracts
Samples: Parent Guarantee Agreement (CastlePoint Holdings, Ltd.), Parent Guarantee Agreement (CastlePoint Holdings, Ltd.)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iiia) there shall have occurred and be continuing an Event of Default under or (b) Debenture Issuer shall have selected an Extension Period as provided in the Declaration Indenture and such period, or any event thatextension thereof, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declarationshall have commenced and be continuing, then the Guarantor shall may not (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor's capital stock or (by) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects PARI PASSU with or junior in interest to the Debt Securities Debentures or (z) make any guarantee payment with respect to under any guarantee by the Guarantor of the debt securities of any subsidiary guarantees of the Guarantor if such guarantee ranks pari passu that rank in all respects PARI PASSU with or junior in interest to the Debt Securities this Guarantee (other than (i) as a result repurchases, redemptions or other acquisitions of a reclassification shares of the capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or 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, (ii) as a result of any exchange or conversion of one any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor Guarantor) for another any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iiiii) 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 into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantorexchanged, (iv) any declaration of a dividend in connection with the implementation of a stockholders' any stockholder's rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholder's rights plan, or the redemption or repurchase of any such rights pursuant thereto, or (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and in the form of stock, warrants, options or other rights where the dividend stock purchase plansor 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 interest to such stock).
Appears in 2 contracts
Samples: Guarantee Agreement (Chandler Usa Inc), Guarantee Agreement (Chandler Usa Inc)
Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if there shall have occurred an Event of Default or an event of default under the Declaration (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period"Declaration Event of Default"), or any extension thereof, shall be continuing, then (iia) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, make any distributions distribution with respect to, or redeem, purchase, purchase or acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (i) repurchases or acquisitions of the Guarantor's common shares as contemplated by any employment arrangement, benefit plan or other similar contract with or for the benefit of employees, officers or directors entered into in the ordinary course of business, (ii) repurchases of the Guarantor's common shares as contemplated by the Guarantor Stock Investment Plan or Guarantor Deferred Compensation Plan, as in effect immediately prior to the occurrence of such Event of Default or such Declaration Event of Default, (iii) as a result of an exchange or conversion of any class or series of the Guarantor's capital stock for the Guarantor's common shares, provided that such class or series of the Guarantor's capital stock was outstanding prior to the occurrence of such Event of Default or such Declaration Event of Default, (iv) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such Guarantor capital stock or the security being converted or exchanged, provided that such Guarantor capital stock or security was outstanding prior to the occurrence of such Event of Default or such Declaration Event of Default, or (v) the payment of any stock dividend where the dividend is paid in the form of the same stock as that on which the dividend is paid), (b) the Guarantor shall not directly or indirectly, and shall not allow any of its Subsidiaries to, make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that rank pari passu with or junior in interest to the Debt Securities or Debentures, and (c) the Guarantor shall not make any guarantee payment guaranty payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities foregoing (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the this Trust Preferred Securities Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plansAgreement).
Appears in 2 contracts
Samples: Trust Preferred Securities Guarantee Agreement (WPSR Capital Trust I), Trust Preferred Securities Guarantee Agreement (WPSR Capital Trust I)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (ia) If (1) the Guarantor has exercised its option right to defer payments of interest payments on the Debt Securities by extending the interest payment period and such extension period, Notes or any extension thereof, shall be continuing, (ii2) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or Notes are held by the Trust and remain outstanding and either (iiia) there shall have occurred and be continuing an Event of Default under the Declaration Indenture, or any event thatpayment default on the Notes, with or (b) the giving Guarantor shall be in default relating to its payment of notice any obligations under this Capital Securities Guarantee or lapse of time or both, would constitute an Event of Default under the DeclarationCommon Securities Guarantee, then the Guarantor shall not not:
(ai) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any shares of its the Guarantor’s capital stock or make any guarantee payment with respect to the foregoing; or
(bii) make any payment of interest, principal principal, or premium, if any, on or repay, repurchase repurchase, or redeem any debt securities of (including guarantees) issued by the Guarantor that rank pari passu equally with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee Notes; other than:
(A) purchases by the Guarantor of its capital stock required in connection with employee, director or agent benefit plans or under any dividend reinvestment or stock purchase plan;
(B) in connection with the debt securities Guarantor’s reclassification of any subsidiary class or series of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities (other than (i) as a result of a reclassification of the Guarantor’s capital stock of the Guarantor stock, or the Guarantor’s exchange or conversion of one class or series of the Guarantor’s capital stock of the Guarantor for or into another class or series of the Guarantor’s capital stock;
(C) the Guarantor’s payment of any dividend within 60 days after the date of declaration of the dividend if, at the date of declaration, (a) the payment of the dividend would not have been prohibited by an election to defer interest payments and (b) the declaration was in accordance with the Guarantor’s dividend policy in effect immediately prior to the declaration of the dividend;
(D) the Guarantor’s purchase of fractional interests in shares of its capital stock in connection with the conversion or exchange provisions of that capital stock or the security being converted or exchanged;
(E) dividends or distributions payable in the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares or options, warrants or rights to acquire capital stock of the Guarantor, or repurchases or redemptions of capital stock of the Guarantor pursuant to solely from the conversion issuance or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, ;
(ivF) payments under this Capital Securities Guarantee and the Common Securities Guarantee;
(G) any declaration of a dividend by the Guarantor in connection with the implementation of a stockholders' shareholders’ rights plan, or the issuance issuances of stock under any such plan in the future, or the redemption redemptions or repurchase repurchases of any such rights pursuant thereto, to any such shareholders’ rights plan; or
(vH) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of repurchases by the Guarantor related to of its common stock in connection with the issuance Guarantor’s acquisitions of Common Stock of the Guarantor businesses or rights under any of the Guarantor's benefit plans for its directors, officers or employees and ’s subsidiaries (vii) which repurchases are made in connection with the satisfaction of indemnification obligations under any dividend reinvestment and stock purchase plansof the sellers of such businesses).
(b) In addition, so long as the Capital Securities remain outstanding, the Guarantor shall:
(i) maintain 100% direct or indirect ownership of the Common Securities, unless a permitted successor of the Guarantor succeeds to its ownership of the Common Securities;
(ii) use its reasonable efforts to cause the Trust to:
(A) remain a statutory trust, except in connection with the distribution of the Notes to the Holders of the Capital Securities and the Common Securities in liquidation of the Trust, the redemption of all of the Capital Securities and the Common Securities of the Trust, or certain mergers, consolidations, or amalgamations, each as permitted by the Trust Agreement;
(B) ensure that the Trust will not be an “investment company” required to be registered under the Investment Company Act of 1940, as amended; and
(C) otherwise continue not to be treated as an association taxable as a corporation or partnership for United States federal income tax purposes; and
(iii) use its reasonable efforts to cause each Holder of the Capital Securities and the Common Securities to be treated as owning an undivided beneficial interest in the corresponding Notes.
Appears in 2 contracts
Samples: Capital Securities Guarantee Agreement (Sovereign Bancorp Inc), Capital Securities Guarantee Agreement (Sovereign Bancorp Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) if there shall have occurred an Event of Default (as defined in the Guarantor has exercised its option Indenture) with respect to defer interest payments on the Junior Subordinated Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuingSecurities, (ii) the Guarantor if there shall be in default with respect to its payment or other obligations under this Preferred Securities have occurred a Guarantee Event of Default or (iii) there shall have occurred and be continuing an Event of Default under during any Extended Interest Payment Period as provided in the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the DeclarationIndenture, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor to, (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its the Guarantor’s capital stock or stock, (by) make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any Parity Securities or debt securities of the Guarantor that rank pari passu with or junior in interest to the Junior Subordinated Debt Securities or (z) make any guarantee payment with respect to payments on any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu equally with or junior in interest to the Junior Subordinated Debt Securities (other than (ia) as a result of a reclassification of the capital stock of the Guarantor dividends or the exchange or conversion of one distributions on any class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) ’s capital stock payable in the purchase of fractional interests in shares same class of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such Guarantor’s capital stock, (iiib) dividends or distributions in Common Stock of the Guarantorpayments under this Guarantee, (ivc) any declaration of a dividend in connection with the implementation of a stockholders' shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vid) purchases of Common Stock of the Guarantor related to (x) the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit ’s benefits plans for its directors, officers or employees and employees, (viiy) obligations the issuance of Common Stock or rights under any a dividend reinvestment and stock purchase plansplan, or (z) the issuance of Common Stock, or securities convertible into Common Stock, as consideration in an acquisition transaction that was entered into before the beginning of the Extended Interest Payment Period, and (e) solely in the case of any of the Guarantor’s Subsidiaries, pay dividends on distributions on the capital stock of such Subsidiary to the Guarantor or one of the Guarantor’s affiliates).
Appears in 2 contracts
Samples: Guarantee Agreement (Capital One Financial Corp), Guarantee Agreement (Capital One Financial Corp)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iiia) there shall have occurred and be continuing an Event of Default under the or a Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under or (b) the DeclarationGuarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) (bthe “Restricted Payments”) or make any payments with respect to the Restricted Payments; (y) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debt Securities Debentures; or make (z) enter into, amend or modify any guarantee payment contracts with shareholders holding more than 10% of the outstanding shares of common stock of the Guarantor, except with Tower Group, Inc. or its wholly owned subsidiaries, that could require cash payments by the Company to such shareholder (other than, with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities clauses (other than x) and (y) above, (i) as a result repurchases, redemptions or other acquisitions of a reclassification shares of the capital stock of the Guarantor or any Subsidiary of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor or of such Subsidiary (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, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of one any class or series of the Guarantor’s capital stock (or any capital stock of a Subsidiary of the Guarantor Guarantor) for another any class or series of the Guarantor’s capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary’s capital stock) or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock (iior in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary’s indebtedness for any class or series of such Subsidiary’s capital stock), (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock (or the capital stock of a Subsidiary of the Guarantor Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantorexchanged, (iv) any declaration of a dividend in connection with the implementation of a any stockholders' ’ rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholders’ rights plan, or the redemption or repurchase of any such rights pursuant thereto, (v) any dividend in the 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 such stock and any cash payments under the Guarantee and Common Securities Guaranteein lieu of fractional shares issued in connection therewith, or (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights payments under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plansthis Guarantee).
Appears in 2 contracts
Samples: Guarantee Agreement (CastlePoint Holdings, Ltd.), Guarantee Agreement (CastlePoint Holdings, Ltd.)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred and be continuing a Debenture Event of Default, a Declaration Event of Default or an event that, with the giving of notice or the lapse of time or both, would constitute a Debenture Event of Default or a Declaration Event of Default, or a selection by the Guarantor has exercised its option to defer interest payments on of a Deferral Period as provided in the Debt Securities by extending the interest payment period Indenture and such extension period, or any extension thereof, shall be continuing, then (iia) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, or make any distributions distribution with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock or (other than stock dividends paid by the Guarantor which stock dividends consist of the stock of the same class as that on which the dividend is being paid), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that which rank pari passu with or junior in interest to the Debt Securities or Debentures and (c) shall not make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities Debentures (in each case, other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iiiA) dividends or distributions in Common Stock of the GuarantorStock, (ivB) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (vC) payments under the Guarantee and Common Securities this Guarantee, (viD) purchases or acquisitions of shares of the Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plan or any other contractual obligation of the Guarantor related (other than a contractual obligation ranking pari passu with or junior in interest to the issuance Securities), (E) as a result of Common Stock of the Guarantor or rights under any a reclassification of the Guarantor's benefit plans capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for its directors, officers another class or employees and series of the Guarantor's capital stock or (viiF) obligations under any dividend reinvestment and the purchase of fractional interests in shares of the Guarantor's capital stock purchase planspursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged).
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (Chemed Corp), Preferred Securities Guarantee Agreement (Chemed Capital Trust)
Limitation of Transactions. So long as any Preferred Trust Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred not, and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not permit any of its Subsidiaries to, (ai) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor’s capital stock or stock, (bii) make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in interest right of payment to the Debt Securities Debentures or (iii) make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the Debt Securities (other than Debentures, if at such time (i) as a result there shall have occurred any event that would be an Indenture Event of a reclassification Default and the Guarantor has not taken reasonable steps to cure such event, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Trust Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the capital stock exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Guarantor Indenture and any such extension shall be continuing. The restrictions set forth in the preceding sentence shall not, however, apply to the following: (a) dividends or the exchange distributions in shares of, or conversion of one class options, warrants, rights to subscribe for or series of the capital stock of the Guarantor for another class or series of the capital purchase shares of, common stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (ivb) any declaration of a dividend in connection with the implementation of a stockholders' shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (vc) payments under the Guarantee and Common Trust Securities Guarantee, (vid) a reclassification of the Guarantor’s capital stock or the exchange or conversion of one class or series of the Guarantor’s capital stock for another series of the Guarantor’s capital stock, (e) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged and (f) purchases of Common Stock of the Guarantor related Guarantor’s common stock pursuant to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's ’s employee, director or agent benefit plans for its directorsplans, officers or employees and (vii) obligations under any dividend reinvestment and plans, stock purchase plans)plans or other contractual obligation of the Guarantor other than a contractual obligation ranking equally with or junior to the Debentures.
Appears in 2 contracts
Samples: Guarantee Agreement (Affiliated Managers Group Inc), Guarantee Agreement (Affiliated Managers Group Inc)
Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if at any time (a) there shall have occurred and be continuing an Indenture Event of Default or any event of which the Guarantor has actual knowledge that (i) with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default and (ii) the Guarantor has exercised its option shall not have taken reasonable steps to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuingcure, (iib) the Guarantor shall be in default with respect to its payment or other obligations under this Trust Preferred Securities Guarantee Guarantee, or (iiic) there the Guarantor shall have occurred exercised its option to defer interest payments on the Debentures and such deferral period shall be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declarationcontinuing, then the Guarantor shall not, and shall cause each of its Subsidiaries not to,
(ai) declare or pay any dividend dividends on, or make any distributions a distribution with respect to, or redeem, purchase, redeem or purchase or acquire, or make any a liquidation payment with respect to, any of its capital stock or other equity securities other than (bA) make any payment purchase or acquisition of interestCommon Stock (or Common Stock equivalents) in connection with the satisfaction by the Guarantor or the Subsidiary of its obligations under any employee benefit plan or the satisfaction by the Guarantor or the Subsidiary of its obligations pursuant to any contract or security requiring the Guarantor or the Subsidiary to purchase Common Stock (or Common Stock equivalents), principal (B) any purchase of Common Stock (or premium, if any, on Common Stock equivalents) from an officer or repay, repurchase employee (or redeem any debt securities a Person performing similar functions) of the Guarantor that rank pari passu with or junior in interest to the Debt Securities any of its Subsidiaries upon termination of employment or make any guarantee payment with respect retirement not pursuant to any guarantee by obligation under any contract or security requiring the Guarantor of or the debt securities of any subsidiary of the Guarantor if Subsidiary to purchase such guarantee ranks pari passu with Common Stock (or junior in interest to the Debt Securities Common Stock equivalents), (other than (iC) as a result of a reclassification of the capital stock or other equity securities of the Guarantor or any of its Subsidiaries or the exchange or conversion of one class or series of the capital stock of the Guarantor or other equity securities for another class or series of the capital stock or other equity securities of the GuarantorGuarantor or any of its Subsidiaries, (iiD) the any dividend or distribution of Common Stock on Common Stock, (E) any purchase of fractional interests in shares of the capital stock or other equity securities of the Guarantor or any of its Subsidiaries pursuant to the conversion or exchange provisions of such capital stock or the other equity security being converted into or exchanged for such capital stockexchanged, (iii) dividends or distributions in Common Stock of the Guarantor, (ivF) any declaration or payment of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, Rights Plan or the redemption or repurchase of any such rights distributed pursuant theretoto a Rights Plan, (vG) payments under any dividend or distribution by a Subsidiary of the Guarantee and Common Securities GuaranteeGuarantor to the Guarantor or another Subsidiary of the Guarantor, (viH) purchases any distribution by WestCoast Hospitality Limited Partnership ("WHLP") to any Person that is a partner in WHLP for federal income tax purposes so long as (x) at the time of the distribution, the Guarantor has at least an 80% interest in the income, gain, loss and deductions of WHLP, and (y) such distribution is required by the Amended and Restated Agreement of Limited Partnership of WHLP, as in effect on the date of original issuance of the Debentures, and (I) any distribution by any other Subsidiary of the Guarantor that is not wholly owned by the Guarantor, so long as none of the holders of equity interests in such Subsidiary have any right to convert such equity securities into, or exchange such equity securities for, Common Stock of the Guarantor;
(ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem, any debt securities issued by the Guarantor related that rank pari passu with or junior to the issuance of Debentures; or
(iii) make any guarantee payments with respect to any guarantee (other than this Trust Preferred Securities Guarantee or the Trust Common Stock of Securities Guarantee) by the Guarantor or rights under of any debt securities of any of its Subsidiaries, if such guarantee ranks pari passu with or junior to the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Debentures.
Appears in 2 contracts
Samples: Trust Preferred Securities Guarantee Agreement (Westcoast Hospitality Capital Trust), Trust Preferred Securities Guarantee Agreement (Westcoast Hospitality Corp)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iiia) there shall have occurred and be continuing an Event of Default under the or a Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under or (b) the DeclarationGuarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor's or such Affiliate's capital stock (other than payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing; or (by) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu PARI PASSU in all respects with or junior in interest to the Debt Securities or make any guarantee payment Debentures (other than, with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities clauses (other than x) and (y) above, (i) as a result repurchases, redemptions or other acquisitions of a reclassification shares of the capital stock of the Guarantor or any Subsidiary of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor or of such Subsidiary (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, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of one any class or series of the Guarantor's capital stock (or any capital stock of a Subsidiary of the Guarantor Guarantor) for another any class or series of the Guarantor's capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary's capital stock) or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock (iior in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary's indebtedness for any class or series of such Subsidiary's capital stock), (iii) the purchase of fractional interests in shares of the Guarantor's capital stock (or the capital stock of a Subsidiary of the Guarantor Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantorexchanged, (iv) any declaration of a dividend in connection with the implementation of a any stockholders' rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholders' rights plan, or the redemption or repurchase of any such rights pursuant thereto, (v) any dividend in the 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 such stock and any cash payments under the Guarantee and Common Securities Guaranteein lieu of fractional shares issued in connection therewith, or (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights payments under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plansthis Guarantee).
Appears in 2 contracts
Samples: Guarantee Agreement (Tower Group, Inc.), Guarantee Agreement (Donegal Group Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, that would constitute an Event of Default, an Indenture Event of Default, or Declaration Event of Default under or if an Extended Interest Payment Period (as defined in the DeclarationIndenture) has been declared and is in effect, then the Guarantor shall will not (a) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock (which includes common and preferred stock), or (b) make make, or permit any subsidiary to make, any payment of interestprincipal, principal interest or premium, if anyany (other than payments under the Subordinated Notes or the Debentures), on on, or repay, repurchase or redeem redeem, any debt securities of the Guarantor security that rank ranks pari passu with or junior in interest to the Debt Securities Debentures, the Debenture Guarantee or make the Subordinated Notes, as the case may be, or (c) make, or permit any subsidiary to make, any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of debt security (other than payments under the Guarantor Preferred Securities Guarantee or the Debenture Guarantee), if such guarantee ranks pari passu with or junior in interest to the Debt Securities (other than Debentures or the Debenture Guarantee, as the case may be. Notwithstanding the foregoing, the following shall not be prohibited: (i) as a result repurchases, redemptions or other acquisitions of a reclassification shares of the capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the 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, Indenture Event of Default, Declaration Event of Default or selection of an Extension Period by the Debenture Issuer, as applicable, (ii) any transactions described in (a) or (b) above resulting from any reclassification of the Guarantor's capital stock, or the exchange or conversion of one any class or series of the Guarantor's capital stock of the Guarantor for another any other class or series of the Guarantor's capital stock stock, or the exchange or conversion of any class or series of the Guarantor's Indebtedness (as defined in the Indenture) for any class or series of the Guarantor's capital stock, (iiiii) 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 into or exchanged for such capital stockexchanged, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a any stockholders' rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholders' rights plan, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans).
Appears in 2 contracts
Samples: Preferred Securities Guarantee Agreement (Kingsway Financial Services Inc), Preferred Securities Guarantee Agreement (Kingsway Financial Services Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities Debentures by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor there shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee have occurred any Event of Default or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default under the DeclarationDefault, then the Guarantor shall not (a) shall not declare or pay any dividend dividends on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock (except for (i) dividends or distributions in shares of Common Stock on Common Stock, (ii) purchases or acquisitions of shares of Common Stock made in connection with any employee benefit plan of the Guarantor or its subsidiaries, purchases made from employees or officers pursuant to employment agreements, or purchases made under option agreements (or upon the exercise of options granted thereunder), provided the plan or agreement was in existence on October 9, 1996 with officers or employees of the Guarantor or its subsidiaries, and provided further that such repurchases by the Guarantor made from officers or employees of the Guarantor or its subsidiaries pursuant to employment or option agreements shall be made at a price not to exceed market value on the date of any such repurchase and shall not exceed $5 million in the aggregate for all such employees and officers, (iii) conversions or exchanges of any class of common stock into another class of common stock or (iv) purchases of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of any of the Company's securities being converted or exchanged), (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that rank junior to or pari passu with the Convertible Debentures (except by conversion into or junior in interest to the Debt Securities or exchange of shares of Common Stock), and (c) shall not make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities foregoing (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor such payments made pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee or this Preferred Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans).
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Frontier Insurance Group Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities Debentures by extending the interest payment period and such period or extension period, or any extension thereof, thereof shall be continuing, (ii) the Guarantor there shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee have occurred any Event of Default or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event thatthat is or, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default under the DeclarationDefault, then the Guarantor shall not, and shall not allow any of its subsidiaries (other than, in the case of clause (a) only, its wholly owned subsidiaries) to (a) declare or pay any dividend dividends on, make any distributions with respect to, or redeem, purchase, purchase or acquire, or make any a liquidation payment with respect to, any of its capital stock, except for (i) dividends or distributions in shares of Guarantor common stock on Guarantor common stock or its preferred stock, (ii) purchases or acquisitions of shares of Guarantor common stock made in connection with any employee benefit plan of the Guarantor or any of its subsidiaries in the ordinary course of business or pursuant to employment agreements with officers or employees of the Guarantor or its subsidiaries entered into in the ordinary course of business, provided that such repurchases by the Guarantor and its subsidiaries made from officers or employees of the Guarantor or its subsidiaries pursuant to employment agreements shall be made at a price not to exceed market value on the date of any such repurchase and shall not exceed $1 million in the aggregate for all such employees and officers, (iii) conversions or exchanges of Guarantor common stock of one class into its common stock of another class or (iv) purchases of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of any of the Guarantor's securities being converted or exchanged, (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu junior to or PARI PASSU with or junior in interest to the Debt Securities or Debentures and (c) make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)foregoing.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Vanstar Financing Trust)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, and if at such time (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment Guarantee Payments or other payment obligations under this Preferred Securities Guarantee or hereunder, (iiiii) there shall have occurred and be continuing an any Event of Default under the Declaration or (iii) the Guarantor shall have given notice of its election of an Extension Period and such period, or any event thatextension thereof, with the giving of notice or lapse of time or bothis continuing, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, or make any liquidation payment with respect to, any of its capital stock or (b1) make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu equally with or junior in interest to the Debt Securities Notes in the right of payment issued by the Guarantor, except, in the case of an Extension Period, payments as contemplated under the Indenture, or make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt any securities of any subsidiary of the Guarantor its subsidiaries if such guarantee ranks pari passu junior to the Notes in right of payment, except, in the case of an Extension Period, payments as contemplated under the Indenture, or (2) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Guarantor's capital stock, except, in each of cases (1) and (2), nothing contained therein shall prevent the Guarantor from (a) purchasing or acquiring its capital stock in satisfaction of its obligations under any benefit plans for the Guarantor and the Guarantor's subsidiaries' directors, officers or employees or under any dividend reinvestment plans, or pursuant to any contract or security outstanding (other than a contract or security ranking expressly by its terms on a parity with or junior in interest to the Debt Securities Notes), (other than (ib) as a result of a effecting the reclassification of the Company's capital stock of the Guarantor stock, or the any exchange or conversion of one class or series of the Company's capital stock of the Guarantor for another class or series of the Company's capital stock (including, without limitation, such reclassifications as have been approved by the Company's stockholders prior to the date hereof as set forth in the in the prospectus contained in the Company's and the Trust's Registration Statement on Form S-3 filed April 6, 2001 under "Description of the GuarantorOur Class A and Class B Common Stock - Reverse/Forward Stock Split" and "--Reclassification of our Existing Two Classes of Common Stock into a Single New Class of Common Stock"), (iic) the purchase purchasing 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 into or exchanged for such capital stockexchanged, (iiid) declaring dividends or distributions in the Common Stock of the Guarantor, Stock; (ive) making any declaration of a dividend in connection with the implementation of a stockholders' shareholder's rights plan, or the issuance of stock shares under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; and (vf) making any payments under this Guarantee. In addition, so long as any Securities remain outstanding, the Guarantee and Guarantor (i) will remain the sole direct or indirect owner of all of the outstanding Common Securities Guarantee, (vi) purchases and shall not cause or permit the Common Securities to be transferred except to the extent such transfer is permitted under Section 7.9 of Common Stock the Declaration; provided that any permitted successor of the Guarantor related under the Indenture may succeed to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directorsdirect or indirect ownership of the Common Securities, officers or employees and (viiii) obligations under any dividend reinvestment and stock purchase plans)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 Notes as provided in the Declaration.
Appears in 1 contract
Samples: Guarantee Agreement (Raytheon Co/)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred an event of default under the Guarantor has exercised its option Indenture with respect to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuingDebentures, (ii) the Guarantor there shall be in default with respect to its payment or other obligations under this Preferred Securities a Guarantee Event of Default or (iii) there the Guarantor shall have occurred given notice of its election of an Extension Period as provided in the certificate evidencing the Debentures and be continuing an Event of Default under the Declaration shall not have rescinded such notice, or such Extension Period or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declarationextension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor, to (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its the Guarantor's capital stock or (by) make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt 17 174 securities of the Guarantor that rank pari passu on a parity with or junior in interest to the Debt Securities Debentures or make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the Debt Securities Debentures (other than (ia) repurchases, redemptions or other acquisitions of shares of the Guarantor's capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Guarantor's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable default, Guarantee Event of Default or Extension Period, as the case may be, (b) as a result of a reclassification of the capital stock of the Guarantor or the an exchange or conversion of one any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor Guarantor) for another any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iic) 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 into or exchanged for such capital stockexchanged, (iii) dividends or distributions in Common Stock of the Guarantor, (ivd) any declaration of a dividend in connection with the implementation of a stockholdersany 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, (ve) payments under the this Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related with respect to the issuance of Common Stock of the Guarantor Securities ,or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (viif) obligations under any dividend reinvestment and in the form of stock, warrants, options or other rights where the dividend stock purchase plansor 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 such stock).
Appears in 1 contract
Limitation of Transactions. So long as If (1) there shall have occurred any Preferred Securities remain outstanding, if (i) event of which the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension periodactual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be, an Event of Default under the Series B Capital Securities Guarantee or an Event of Default under the Indenture and (b) in respect of any extension thereofnonpayment default, which the Guarantor shall be continuingnot have taken reasonable steps to cure, and in respect of any payment default, which has not been cured, (ii2) the Debentures are held by the Issuer, and the Guarantor shall be in default with respect to its payment or other of any obligations under this Preferred the Series B Capital Securities Guarantee or (iii3) there the Guarantor shall have occurred and be continuing given notice of its election of an Event of Default under the Declaration Extended Interest Payment Period, or any event thatextension thereof, with as provided in the giving of notice Indenture and shall not have rescinded such notice, and such period, or lapse of time or bothany extension thereof, would constitute an Event of Default under the Declarationshall have commenced, then the Guarantor shall will not (ai) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its the Guarantor's capital stock or (bwhich includes common and preferred stock), (ii) make any payment payments of interestprincipal, principal interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu with or junior in interest right of payment to the Debt Securities Debentures or (iii) make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if (including Other Guarantees) is such guarantee ranks pari passu with or junior in interest right of payment to the Debt Securities Debentures (other than (ia) as a result of a reclassification of the capital stock of the Guarantor dividends or the exchange distributions in shares of, or conversion of one class options, warrants or series of the capital stock of the Guarantor rights to subscribe for another class or series of the capital purchase shares of, common stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (ivb) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (vc) payments under the Guarantee and Common this Series B Capital Securities Guarantee, (vid) the purchase of fractional shares resulting from a reclassification of the Guarantor's capital stock, (e) the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (f) the purchase of fractional interest 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 (g) purchases of Common Stock of the Guarantor common stock related to the issuance of Common Stock of the Guarantor common stock or rights under any of the Guarantor's benefit plans for its directors, officers of employees or employees and (vii) obligations under any of the Guarantor's dividend reinvestment and stock purchase plans).
Appears in 1 contract
Samples: Series B Capital Securities Guarantee Agreement (Interpool Capital Trust)
Limitation of Transactions. So long as any Preferred Debentures or Capital Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iiia) there shall have occurred and be continuing an Event of Default under the or a Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under or (b) the DeclarationCompany shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Subsidiary of the Guarantor to (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor's or such Subsidiary's capital stock (other than payments of dividends or distributions to the Company or the Guarantor or any Subsidiary thereof) or make any guarantee payments with respect to the foregoing; or (by) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company or the Guarantor or any Subsidiary thereof that rank pari passu in all respects with or junior in interest to the Debt Securities or make any guarantee payment Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company or the Guarantor or any guarantee Subsidiary thereof in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Company or the Guarantor, or of such Subsidiary, as the case may be (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, Declaration Event of Default or selection of an Extension Period by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities Company, as applicable, (other than (iii) as a result of a reclassification of the capital stock of the Guarantor or the any exchange or conversion of one any class or series of the Company's or the Guarantor's capital stock (or any capital stock of a Subsidiary of the Guarantor Company or the Guarantor) for another any class or series of the Company's or the Guarantor's capital stock stock, as the case may be (or in the case of a Subsidiary of the Company or Guarantor, any class or series of such Subsidiary's capital stock), or of any class or series of the Company's or the Guarantor's indebtedness for any class or series of the Company or the Guarantor's capital stock, as the case may be (iior in the case of indebtedness of a Subsidiary of the Company or Guarantor, of any class or series of such Subsidiary's indebtedness for any class or series of such Subsidiary's capital stock), (iii) the purchase of fractional interests in shares of the Company's or the Guarantor's capital stock (or the capital stock of a Subsidiary of the Guarantor Company or Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantorexchanged, (iv) any declaration of a dividend in connection with the implementation of a any stockholders' rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholders' rights plan, or the redemption or repurchase of any such rights pursuant thereto, (v) any dividend in the 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 such stock and any cash payments under the Guarantee and Common Securities Guaranteein lieu of fractional shares issued in connection therewith, or (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights payments under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plansthis Guarantee).
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (ai) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor's capital stock or (bwhich includes common and preferred stock), (ii) make any payment of interestprincipal, principal interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in interest right of payment to the Debt Securities Debentures or (iii) make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the Debt Securities Debentures (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iiia) dividends or distributions in Common Stock shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Guarantor, ; (ivb) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (vc) payments under the Guarantee and Common this Preferred Securities Guarantee, ; (vid) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock; (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (f) purchases of Common Stock of the Guarantor common stock related to the issuance of Common Stock of the Guarantor common stock or rights under any of the Guarantor's benefit and compensation plans for its directors, officers or employees and (vii) obligations under or any of the Guarantor's dividend reinvestment and stock purchase plans).) if at such time (x) there shall have occurred any event of which the Guarantor has actual knowledge that is, or with
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Hercules Inc)
Limitation of Transactions. So long as any Preferred Trust Common Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities Debentures by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred the Trust Common Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default under the DeclarationDefault, then the Guarantor shall not (a) declare or pay any dividend dividends on, or make any distributions a distribution with respect to, or redeem, purchase, redeem or purchase or acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (1) purchases or acquisitions of shares of Company Common Stock (bor Company Common Stock equivalents) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of in connection with the Guarantor that rank pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee satisfaction by the Guarantor of its obligations under any employee benefit or agent plans 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 Company Common Stock (or Company Common Stock equivalents), (2) purchases of shares of Company Common Stock (or Company Common Stock equivalents) from officers or employees of the Guarantor if such guarantee ranks pari passu with or junior in interest its subsidiaries upon termination of employment or retirement not pursuant to any obligation under any contract or security requiring the Debt Securities Guarantor to purchase shares of Company Common Stock (other than or Company Common Stock equivalents), (i3) as a result of a reclassification of the Guarantor's capital stock of the Guarantor or the exchange or conversion of one class or series of the Guarantor's capital stock of the Guarantor for another class or series of the Guarantor's capital stock of the Guarantorstock, (ii4) dividends or distributions of shares of Company Common Stock on Company Common Stock or (5) 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 into or exchanged for such capital stockexchanged), (iiib) dividends make any payment of principal of (premium, if any) or distributions in Common Stock interest on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that rank PARI PASSU with or junior to the Debentures and (c) make any guarantee payments with respect to any of the Guarantor, foregoing (iv) any declaration of a dividend in connection with other than pursuant to the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Trust Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans).
Appears in 1 contract
Samples: Trust Common Securities Guarantee Agreement (American Equity Investment Life Holding Co)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) an Event of Default occurs under the Guarantor Guarantee or a Trust Enforcement Event occurs under the Declaration and written notice of such event has been given to the Company, or if the Company has exercised its option under the Indenture to defer interest payments on the Debt Securities by extending the interest payment and that period and such or extension period, or any extension thereof, shall be of that period is continuing, (ii) the Guarantor Company shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not not:
(a) declare or pay any dividend on, make any distributions with respect relating to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect relating to, any of its the Company’s capital stock or any warrants, options or other rights to acquire capital stock (but excluding any debt security that is convertible into or exchangeable for capital stock);
(b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor Company (including any Other Debentures) that rank pari passu on a parity with or junior in interest to the Debt Securities Debentures or make any guarantee payment payments with respect to any guarantee by the Guarantor Company of the debt securities of any subsidiary of the Guarantor Company (including Other Guarantees) if such guarantee ranks pari passu on a parity with or junior in interest to the Debt Securities (Debentures in each case, other than than:
(i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock capital stock (or rights to acquire capital stock) of the Guarantor, Company;
(ivii) payments under this Guarantee;
(iii) any declaration of a dividend in connection with the implementation of a stockholders' shareholders’ rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, to a rights agreement;
(iv) repurchases or acquisitions of shares of capital stock of the Company in connection with the satisfaction by the Company of its obligations under any employee benefit plans or any other contractual obligation of the Company; or
(v) payments under as a result of an exchange or conversion of the Guarantee and Common Securities Guarantee, Company’s capital stock for another class or series of the Company’s capital stock;
(vi) purchases the purchase of Common Stock fractional interests in shares of the Guarantor related Company’s capital stock pursuant to the issuance conversion or exchange provisions of Common Stock of such capital stock or the Guarantor security being converted or rights under any of the Guarantor's benefit plans for its directors, officers or employees and exchanged; and
(vii) repurchases of capital stock of the Company in connection with the satisfaction by the Company of its obligations under pursuant to any dividend reinvestment and stock purchase plansacquisitions of businesses made by the Company (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses).
Appears in 1 contract
Samples: Guarantee Agreement (New York Community Bancorp Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (ia) If (1) the Guarantor has exercised its option right to defer payments of interest payments on the Debt Securities by extending the interest payment period and such extension period, Debentures or any extension thereof, shall be continuing, (ii2) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or Debentures are held by the Trust and remain outstanding and either (iiia) there shall have occurred and be continuing an Event of Default under the Declaration Indenture, or any event thatpayment default on the Debentures, with or (b) the giving Guarantor shall be in default relating to its payment of notice any obligations under this Capital Securities Guarantee or lapse of time or both, would constitute an Event of Default under the DeclarationCommon Securities Guarantee, then the Guarantor shall not not:
(ai) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any shares of its the Guarantor’s capital stock or make any guarantee payment with respect to the foregoing; or
(bii) make any payment of interest, principal principal, or premium, if any, on or repay, repurchase repurchase, or redeem any debt securities of (including guarantees) issued by the Guarantor that rank pari passu equally with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee Debentures;
(A) purchases by the Guarantor of its capital stock in connection with employee, director or agent benefit plans or under any dividend reinvestment or stock purchase plan;
(B) in connection with the debt securities Guarantor’s reclassification of any subsidiary class or series of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities (other than (i) as a result of a reclassification of the Guarantor’s capital stock of the Guarantor stock, or the Guarantor’s exchange or conversion of one class or series of the Guarantor’s capital stock of the Guarantor for or into another class or series of the Guarantor’s capital stock;
(C) the Guarantor’s payment of any dividend within 60 days after the date of declaration of the dividend if, at the date of declaration, (a) the payment of the dividend would not have been prohibited by an election to defer interest payments and (b) the declaration was in accordance with the Guarantor’s dividend policy in effect immediately prior to the declaration of the dividend;
(D) the Guarantor’s purchase of fractional interests in shares of its capital stock in connection with the conversion or exchange provisions of that capital stock or the security being converted or exchanged;
(E) dividends or distributions payable in the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares or options, warrants or rights to acquire capital stock of the Guarantor, or repurchases or redemptions of capital stock of the Guarantor pursuant to solely from the conversion issuance or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, ;
(ivF) payments under this Capital Securities Guarantee and the Common Securities Guarantee;
(G) any declaration of a dividend by the Guarantor in connection with the implementation of a stockholders' shareholders’ rights plan, or the issuance issuances of stock under any such plan in the future, or the redemption redemptions or repurchase repurchases of any such rights pursuant thereto, to any such shareholders’ rights plan; or
(vH) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of repurchases by the Guarantor related to of its common stock in connection with the issuance Guarantor’s acquisitions of Common Stock of the Guarantor businesses or rights under any of the Guarantor's benefit plans for its directors, officers or employees and ’s subsidiaries (vii) which repurchases are made in connection with the satisfaction of indemnification obligations under any dividend reinvestment and stock purchase plansof the sellers of such businesses).
(b) In addition, so long as the Capital Securities remain outstanding, the Guarantor shall:
(i) maintain 100% direct or indirect ownership of the Common Securities, unless a permitted successor of the Guarantor succeeds to its ownership of the Common Securities;
(ii) use its reasonable efforts to cause the Trust to:
(A) remain a statutory trust, except in connection with the distribution of the Debentures to the Holders of the Capital Securities and the Common Securities in liquidation of the Trust, the redemption of all of the Capital Securities and the Common Securities of the Trust, or certain mergers, consolidations, or amalgamations, each as permitted by the Trust Agreement; and
(B) otherwise continue not to be treated as an association taxable as a corporation or partnership for United States federal income tax purposes; and
(iii) use its reasonable efforts to cause each Holder of the Capital Securities and the Common Securities to be treated as owning an undivided beneficial interest in the corresponding Debentures.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Sovereign Capital Trust V)
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period Debentures and such extension period, or any extension thereof, shall be deferral is continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Common Securities Guarantee or any event of default under the Declaration or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or the lapse of time or both, would constitute an Event event of Default default under the DeclarationIndenture, then (a) the Guarantor shall not (a) declare or pay any dividend dividends on, or make any distributions with respect to, or redeem, purchase, purchase or acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (A) (i) purchases or (b) make any payment acquisitions of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities shares of the Guarantor that rank pari passu Guarantor's capital stock (or capital stock equivalents) in connection with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee satisfaction by the Guarantor of its obligations under any officers, directors or employee benefit plans existing on the debt securities date hereof (or any options or other instruments issued thereunder) or the satisfaction by the Guarantor of its obligations pursuant to any subsidiary contract or security existing on the date hereof requiring the Guarantor to purchase shares of the 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 Guarantor if such guarantee ranks pari passu with or junior in interest its subsidiaries pursuant to employment agreements existing on the Debt Securities date hereof or upon termination of employment or retirement, (other than (iiii) as a result of a reclassification reclassification, combination or subdivision of the Guarantor's capital stock of the Guarantor or the exchange or conversion of one class or series of the Guarantor's capital stock of the Guarantor for another class or series of the Guarantor's capital stock of the Guarantorstock, (iiiv) dividends or distributions of shares of common stock on common stock, (v) 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 any security being converted into or exchanged for into such capital stock, (iiivi) dividends purchases or distributions other acquisitions of common stock in Common Stock of connection with a dividend reinvestment or other similar plan existing on the Guarantordate hereof, or (ivvii) any declaration dividend or distribution of a dividend capital stock (or capital stock equivalents) in connection with the implementation of a stockholders' stockholders rights planplan existing on the date hereof, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, or (vB) guarantee payments under made with respect to any of the Guarantee foregoing), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Guarantor that rank PARI PASSU with or junior to the Debentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant to the Preferred Securities Guarantee, this Common Securities Guarantee, (vi) purchases of the Cash Offer Preferred Securities Guarantee or the Cash Offer Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plansSecurities Guarantee).
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Fleetwood Capital Trust Iii)
Limitation of Transactions. So long as any Partnership Preferred Securities remain outstanding, if (ia) for any distribution period, full distributions on a cumulative basis on any Partnership Preferred Securities have not been paid or declared and set apart for payment (b) an Investment Event of Default by any Investment Affiliate in respect of any Affiliate Investment Instrument has occurred and is continuing and the Guarantor has exercised is in default of its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, obligations with respect thereto under an applicable Investment Guarantee or any extension thereof, shall be continuing, (iic) the Guarantor shall be in default with respect to its payment or other obligations under this Partnership Guarantee, the Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee then, during such period (iiii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor Company shall not (a) declare or pay any dividend dividends on, make any distributions with respect to, or redeem, purchase, purchase or acquire, or make any a liquidation payment with respect to, to any of its capital stock (except for dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, its common stock and exchanges or conversions of common stock of one class for common stock of another class and other than (bx) make purchases or acquisitions of shares of its common stock in connection with the satisfaction by the Company of its obligations under any payment of interestemployee benefit, principal dividend reinvestment, stock purchase or premium, if any, on other stock plans or repay, repurchase or redeem any debt securities other contractual obligation of the Guarantor that rank Company (other than a contractual obligation ranking pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities Affiliate Investment Instrument), (other than (iy) as a result of a reclassification of the Company's capital stock of the Guarantor or the exchange or conversion of one class or series of the Company's capital stock of the Guarantor for another class or series of the Company's capital stock of the Guarantor, or (iiz) the purchase of fractional interests in shares of the Company's capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for exchanged), (ii) the Company shall not make any payment or cause any payment to be made that would result in, and shall take such capital stockaction as shall be necessary to prevent, the payment of any dividends on, any distribution with respect to, any redemption, purchase or other acquisition of, or any liquidation payment with respect to, any Comparable Equity Interest, and (iii) dividends or distributions in Common Stock of the Guarantor, (iv) Company shall not make any declaration of a dividend in connection guarantee payments with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related respect to the issuance of Common Stock of foregoing (other than pursuant to this Partnership Guarantee or any other guarantee by the Guarantor or rights under Company with respect to any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plansComparable Equity Interest).
Appears in 1 contract
Samples: Partnership Guarantee Agreement (Hawaiian Electric Industries Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if the Guarantor shall not
(i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor's Capital Stock;
(ii) make any payment of principal of or premium or interest on or repay repurchase or redeem any indebtedness of the Guarantor that ranks equally with or junior in right of payment to the Debentures;
(iii) make any guarantee payments with respect to any guarantee by the Guarantor of the indebtedness of any Subsidiary thereof or any other party if such guarantee ranks equally with or junior in right of payment to the Debentures (other than (a) dividends or distributions payable solely in shares of, or options, warrants or rights to subscribe for or purchase shares of, Common Stock of the Guarantor, (b) any declaration of a dividend in connection with the implementation of a Rights Plan, (c) the issuance of any Capital Stock of the Guarantor under any Rights Plan, or the redemption or repurchase of any rights distributed pursuant to a Rights Plan, (d) payments under the Preferred Securities Guarantee, (e) reclassification of the Guarantor's Capital Stock or the exchange or the conversion of one class or series of the Guarantor's Capital Stock for another class or series of the Guarantor's Capital Stock, (f) the purchase of fractional interests in shares of the Guarantor's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged, and (g) 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, employees, consultants or advisors or any of the Guarantor's dividend reinvestment plans); if at such time (i) there shall have occurred and be continuing an Event of Default under the Agreement or any event of which the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension periodactual knowledge that is, or any extension thereofwith the giving of notice or the lapse of time, shall or both, would be continuingan Event of Default under the Agreement, (ii) the Guarantor shall be in default with respect to its payment or other obligations under Section 5.1 of this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall have given notice of its election to begin an Extension Period as provided in the Indenture and shall not (a) declare have rescinded such notice or pay any dividend on, make any distributions with respect tosuch Extension Period, or redeemany extension thereof, purchaseshall have commenced and be continuing. In addition, acquireso long as any Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or make indirect owner of all of the outstanding Preferred Securities of the Issuer; provided that any liquidation payment with respect to, any of its capital stock permitted successor or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities assignee of the Guarantor that rank pari passu with or junior in interest under the Indenture may succeed to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor Guarantor's ownership of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Preferred Securities (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, and (ii) will not take any action which would cause the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant Issuer to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged cease to be treated as a grantor trust for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend United States federal income tax purposes except in connection with the implementation a distribution of a stockholders' rights plan, or the issuance of stock under any such plan Debentures as provided in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Agreement.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Dte Energy Co)
Limitation of Transactions. So long as any Series G Preferred Securities remain outstanding, if (ia) there shall have occurred an Event of Default, (b) there shall have occurred an Indenture Event of Default or (c) the Guarantor has exercised its option to defer interest payments on the Debt Securities Series G Debentures by extending the interest payment period and such period or extension period, or any extension thereof, thereof shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (ai) declare or pay any dividend on, make any distributions distribution with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (A) purchases or acquisitions of shares of Guarantor's common stock (including, without limitation, all classes of common stock now or hereafter issued) in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior to the Series G Debentures), (B) the issuance of capital stock in connection with a recapitalization or a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, in each case by merger or otherwise, or (bC) 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), (ii) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that rank pari passu with or junior in interest to the Debt Securities Series G Debentures or (iii) make any guarantee payment payments with respect to the foregoing (other than pursuant to this Series G Preferred Securities Guarantee). In addition, so long as any guarantee by Series G Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the debt securities of outstanding Series G Common Securities to be transferred; provided that any subsidiary permitted successor of the Guarantor if such guarantee ranks pari passu with or junior in interest under the Indenture may succeed to the Debt Securities (other than (i) as a result of a reclassification Guarantor's ownership of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, Series G Common Securities and (ii) will not take any action which would cause the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant Series G Trust to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged cease to be treated as a grantor trust for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend United States federal income tax purposes except in connection with the implementation a distribution of a stockholders' rights plan, or the issuance of stock under any such plan Series G Debentures as provided in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Series G Declaration.
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (ia) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default (as defined by the Indenture) or (c) the Guarantor has exercised its option to defer interest payments on the Debt Securities Debentures by extending the interest payment period period, as provided in Article IV of the First Supplemental Indenture to the Indenture, and such period or extension period, or any extension thereof, thereof shall be continuing, then (iii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, make any distributions distribution with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (A) purchases or acquisitions of shares of Guarantor's common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior to the Debentures), (B) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock or (bC) 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), (ii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that rank pari passu with or junior in interest to the Debt Securities or Debentures and (iii) the Guarantor shall not make any guarantee payment payments with respect to the foregoing (other than pursuant to this Capital Securities Guarantee). In addition, so long as any guarantee by Capital Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the debt securities of outstanding Common Securities; provided that any subsidiary permitted successor of the Guarantor if such guarantee ranks pari passu with or junior in interest under the Indenture may succeed to the Debt Securities (other than (i) as a result of a reclassification Guarantor's ownership of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, Common Securities and (ii) will not take any action which would cause the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant Issuer to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged cease to be treated as a grantor trust for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend United States federal income tax purposes except in connection with the implementation a distribution of a stockholders' rights plan, or the issuance of stock under any such plan Debentures as provided in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Declaration.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Fleet Financial Group Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities Debentures by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee Guarantee, or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declarationor an Indenture Event of Default that has not been cured or waived, then (a) the Guarantor shall not (a) declare or pay any dividend on, make any distributions distribution or liquidation payment with respect to, or redeem, purchase, acquire, purchase or make any liquidation payment with respect to, acquire any of its the Guarantor's capital stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities (other than (i) purchases or acquisitions of shares of the Guarantor's common stock (the "Common Stock") in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plan or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of the Common Stock, (ii) as a result of a reclassification of the Guarantor's capital stock of the Guarantor or the exchange or conversion of one class or series of the Guarantor's capital stock of the Guarantor for another class or series of the Guarantor's capital stock of the Guarantorstock, (iiiii) 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 of the Guarantor or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantorexchanged, (iv) any declaration purchases or acquisitions of a dividend shares of the Common Stock to be used in connection with acquisitions of the implementation of Common Stock by shareholders pursuant to a stockholders' rights dividend reinvestment plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under stock dividends paid by the Guarantor where the dividend stock is the same stock as that on which the dividend is paid), (b) the Guarantor shall not make any payment of interest on or principal of (or premium, if any, on) or repay, repurchase or redeem any debt securities (including guarantees) of the Guarantor that rank pari passu with or junior to the Debentures, and (c) the Guarantor shall not make any guarantee payment with respect to the foregoing (other than pursuant to this Preferred Securities Guarantee and the Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans).
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Breed Technologies Inc)
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (ia) there shall have occurred an Event of Default, (b) there shall have occurred an event of default under the Indenture or (c) the Guarantor has exercised its option to defer interest payments on the Debt Securities Debentures by extending the interest payment period as provided in Article IV of the Second Supplemental Indenture and such period or extension period, or any extension thereof, thereof shall be continuing, then (iii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, make any distributions distribution or other payment with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (A) repurchases, redemptions or other acquisitions of shares of the Guarantor’s capital stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans, (B) as a result of an exchange or conversion of one class or series of the Guarantor’s capital stock for another class or series of the Guarantor’s capital stock or (bC) 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), (ii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that rank pari passu with or junior in interest to the Debt Securities or Debentures and (iii) the Guarantor shall not make any guarantee payment payments with respect to the foregoing (other than pursuant to this Common Securities Guarantee). In addition, so long as any guarantee by Common Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the debt securities of outstanding Common Securities; provided that any subsidiary permitted successor of the Guarantor if such guarantee ranks pari passu with or junior in interest under the Indenture may succeed to the Debt Securities (other than (i) as a result of a reclassification Guarantor’s ownership of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the GuarantorCommon Securities, (ii) will not take any action which would cause the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant Issuer to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged cease to be treated as a grantor trust for such capital stock, United States federal income tax purposes and (iii) dividends or distributions in Common Stock of will cause the GuarantorIssuer to remain a statutory trust, (iv) any declaration of a dividend except in connection with a distribution of Debentures, the implementation redemption of a stockholders' rights planall of the Trust Securities, or the issuance of stock under any such plan mergers, consolidations or amalgamations, each as provided in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Declaration.
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Colonial Capital Trust Iv)
Limitation of Transactions. So long as any Series __ Preferred Securities remain outstanding, if (ia) there shall have occurred an Event of Default, (b) there shall have occurred an Indenture Event of Default or (c) the Guarantor has exercised its option to defer interest payments on the Debt Securities Series __ Debentures by extending the interest payment period and such period or extension period, or any extension thereof, thereof shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (ai) declare or pay any dividend on, make any distributions distribution with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (A) purchases or acquisitions of shares of Guarantor's common stock (including, without limitation, all classes of common stock now or hereafter issued) in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior to the Series __ Debentures), (B) the issuance of capital stock in connection with a recapitalization or a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, in each case by merger or otherwise, or (bC) 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), (ii) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that rank pari passu with or junior in interest to the Debt Securities Series __ Debentures or (iii) make any guarantee payment payments with respect to the foregoing (other than pursuant to this Series __ Preferred Securities Guarantee). In addition, so long as any guarantee by Series __ Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the debt securities of outstanding Series __ Common Securities to be transferred; provided that any subsidiary permitted successor of the Guarantor if such guarantee ranks pari passu with or junior in interest under the Indenture may succeed to the Debt Securities (other than (i) as a result of a reclassification Guarantor's ownership of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, Series __ Common Securities and (ii) will not take any action which would cause the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant Series __ Trust to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged cease to be treated as a grantor trust for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend United States federal income tax purposes except in connection with the implementation a distribution of a stockholders' rights plan, or the issuance of stock under any such plan Series __ Debentures as provided in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Series __ Declaration.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (General Motors Capital Trust D)
Limitation of Transactions. So long as any Preferred Series B Capital Securities remain outstanding, if at any time (i1) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period there shall have occurred and such extension period, be continuing a Default or any extension thereof, shall be continuingan Event of Default, (ii2) the Guarantor shall be in default with respect to its payment or other of any obligations under this Preferred Securities Series B Guarantee or (iii3) there the Guarantor shall have occurred given notice of its election 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 an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declarationcontinuing, then the Guarantor shall may not (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor's capital stock or stock, (by) make any payment of interest, principal of or interest or premium, if any, or interest or Liquidated Damages, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank in all respects pari passu with or junior in interest to the Debt Securities or (z) make any guarantee payment with respect to under any guarantee by the Guarantor of the debt securities of any subsidiary guarantees of the Guarantor if such guarantee ranks that rank in all respects pari passu with or junior in interest to the Debt Securities this Series B Guarantee (other than (i) as a result repurchases, redemptions or other acquisitions of a reclassification shares of the capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, including an employee stock purchase plan, (B) in connection with a dividend reinvestment or 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 (1), (2) or (3) above, (ii) as a result of any exchange or conversion of one any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor Guarantor) for another any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iiiii) 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 into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantorexchanged, (iv) any declaration of a dividend in connection with the implementation of a stockholders' any stockholder's rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholder's rights plan, or the redemption or repurchase of any such rights pursuant thereto, or (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and in the form of stock, warrants, options or other rights where the dividend stock purchase plansor 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 interest to such stock).. 14 NEXT PAGE
Appears in 1 contract
Samples: Guarantee Agreement (First Financial Capital Trust I)
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (i) the Guarantor Company has exercised its option to defer interest payments on the Debt Securities Convertible Debentures by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor if there shall be in default with respect to its payment or other obligations have occurred any Event of Default under this Preferred Common Securities Guarantee Guarantee, or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default under the DeclarationDefault, then the Guarantor shall not has agreed (a) not to declare or pay any dividend dividends on, make any distributions a distribution with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of common stock, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock or (iii) 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 (or make any guarantee payments with respect to the foregoing), (b) not to make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor Company that rank pari passu PARI PASSU with or junior in interest to the Debt Securities Convertible Debentures (except by conversion into or exchange for shares of its capital stock), and (c) not to make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities foregoing (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and this Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans).
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Sun Healthcare Group Inc)
Limitation of Transactions. So long as any Preferred Trust Common Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities Debentures by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities the Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default under the DeclarationDefault, then the Guarantor shall not (a) declare or pay any dividend dividends on, or make any distributions a distribution with respect to, or redeem, purchase, redeem or purchase or acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (1) purchases or acquisitions of shares of Company Common Stock (bor Company Common Stock equivalents) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of in connection with the Guarantor that rank pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee satisfaction by the Guarantor of its obligations under any employee benefit or agent plans 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 Company Common Stock (or Company Common Stock equivalents), (2) purchases of shares of Company Common Stock (or Company Common Stock equivalents) from officers or employees of the Guarantor if such guarantee ranks pari passu with or junior in interest its subsidiaries upon termination of employment or retirement not pursuant to any obligation under any contract or security requiring the Debt Securities Guarantor to purchase shares of Company Common Stock (other than or Company Common Stock equivalents), (i3) as a result of a reclassification of the Guarantor's capital stock of the Guarantor or the exchange or conversion of one class or series of the Guarantor's capital stock of the Guarantor for another class or series of the Guarantor's capital stock of the Guarantorstock, (ii4) dividends or distributions of shares of Company Common Stock on Company Common Stock or (5) 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), (b) make any payment of principal of (premium, if any) or interest on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that rank pari passu with or junior to the Debentures (except by conversion into or exchanged exchange for such capital stock, shares of Company Common Stock) and (iiic) dividends or distributions in Common Stock of the Guarantor, (iv) make any declaration of a dividend in connection guarantee payments with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related respect to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and foregoing (vii) obligations under any dividend reinvestment and stock purchase plansother than pursuant to the Guarantee).
Appears in 1 contract
Samples: Trust Common Securities Guarantee Agreement (American Equity Investment Life Holding Co)
Limitation of Transactions. So long as any Preferred Partnership Securities remain outstanding, if
(A) if an amount of Distributions in respect of Preferred Entitlements equal to the Preferred Entitlements accumulated to the immediately preceding Distribution Payment Date has not been paid to, or duly provided for, the Holders of the outstanding Preferred Partnership Securities or, so long as any Preferred Trust Securities remain outstanding, if such amount has not been paid to, or duly provided for, the holders of the outstanding Preferred Trust Securities;
(iB) an Investment Event of Default with respect to any Subsidiary Debentures has occurred and is continuing and Guarantor defaults on its obligations under the related guarantee of Subsidiary Debentures, or
(C) the Guarantor has exercised is in continuing default of its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this the Preferred Trust Securities Guarantee or the Partnership Guarantee, then, during such period neither Guarantor nor any issuer of Subsidiary Debentures shall, directly or indirectly,
(iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (ai) declare or pay any dividend cash dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its issued share capital stock or comparable equity interest other than dividends or distributions paid to Guarantor or any of Guarantor's subsidiaries;
(bii) make any payment of interestpayments on, principal or premium, if any, on or repay, repurchase or redeem redeem, any of its debt securities of the Guarantor that rank pari passu equally with or junior in interest to the Debt Securities any Subsidiary Debentures or any guarantee thereof;
(iii) make any guarantee payment payments with respect to any guarantee by the Guarantor that ranks equally or junior to any of the Subsidiary Debentures or any guarantee thereof;
(iv) make any payments on, or repay, repurchase or redeem, any debt or other securities held or issued by, make payments with respect to any guarantee of any debt or other securities of, or make any loans or advances to, any Affiliate of Guarantor that is not also a subsidiary of the Guarantor; or
(v) cause their subsidiaries to make any payments on, or repay, repurchase or redeem, any debt or other securities held or issued by, make payments with respect to any guarantee of any debt or other securities of, or make any loans or advances to, any Affiliate of Guarantor if such guarantee ranks pari passu with or junior in interest that is not also a subsidiary of Guarantor. These restrictions will not apply, however, to the Debt Securities (other than (i) as a result of a reclassification any of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, following transactions:
(iia) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, any payments required by law;
(iiib) dividends or distributions in Common Stock in, or options, warrants or rights to subscribe for or purchase, shares or comparable equity interests of Guarantor or of any issuer of Subsidiary Debentures, and exchanges or conversions of shares or comparable equity interests of one class for shares or comparable equity interests of another class of the same issuer;
(c) payments by Guarantor under the Preferred Trust Securities Guarantee or the Preferred Partnership Securities Guarantee;
(d) payments by any issuer of Subsidiary Debentures on those Subsidiary Debentures or payments by Guarantor under any guarantee of Subsidiary Debentures;
(e) any dividend or payment by Guarantor which is applied, directly or indirectly, to any Tax Payments; or
(f) payments by Guarantor or any issuer of Subsidiary Debentures, directly or indirectly, on loans from Funding (or any subsidiary of Guarantor) to Guarantor or any of Guarantor's subsidiaries made with the proceeds from the issuance by Funding (or such other subsidiary making such loan) of securities guaranteed by Guarantor (provided that such guarantee ranks senior to all subordinated indebtedness of Guarantor, (iv) any declaration including Guarantor's guarantees of a dividend Subsidiary Debentures), or loans made in connection with the implementation reinvestment of a stockholders' rights plan, or the issuance those proceeds. Guarantor shall cause any issuer of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee Subsidiary Debentures to execute and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related deliver to the issuance Partnership Guarantee Trustee an instrument in substantially the form of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Exhibit A hereto.
Appears in 1 contract
Samples: Preferred Partnership Securities Guarantee (Txu Europe Funding I L P)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, or make any liquidation payment with respect to, any of its capital stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu PARI PASSU with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu PARI PASSU with or junior in interest to the Debt Securities (other than (i) repurchases, redemptions or other acquisitions of shares of the capital stock of the Guarantor in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, (2) a dividend reinvestment or shareholder stock purchase plan or (3) the issuance of capital stock of the Guarantor, or securities convertible into to exercisable for capital stock of the Guarantor, as consideration in an acquisition transaction entered into before the Extension Period, (ii) an exchange, redemption or conversion of any class or series of the capital stock of the Guarantor, or any capital stock of one of its subsidiaries as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (iiiii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend or the stock issuable upon exercise of warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal or junior to that stock; or (vi) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans).
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Unionbancal Finance Trust Iv)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if If (i) an Event of Default (as defined in the Guarantor has exercised its option to defer interest payments on Indenture) shall have occurred and be continuing (other than solely an Event of Default as described in Section 5.1(c) of the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuingIndenture), (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Event of Default (as defined in the Indenture), other than solely an Event of Default as described in Section 5.1(c) of the Indenture, and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (iii) in the event the Debentures are held by the Property Trustee and the Guarantor shall be in default with respect to its payment or other of any obligations under this Preferred Series A Capital Securities Guarantee or (iiiiv) there the Guarantor shall have occurred 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 an Event of Default under the Declaration or continuing, then, in each such case, so long as any event thatSeries A Capital Securities remain outstanding, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (ai) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor's capital stock (which includes common and preferred stock) or (bii) make any payment of interestprincipal, principal interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in interest right of payment to the Debt Securities Debentures or (iii) make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the Debt Securities Debentures (other than (ia) as a result of a reclassification of the capital stock of the Guarantor dividends or the exchange distributions in shares of, or conversion of one class options, warrants, rights to subscribe for or series of the capital stock of the Guarantor for another class or series of the capital purchase shares of, common stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (ivb) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (vc) payments under the Guarantee and Common Series A Capital Securities Guarantee, (vid) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (f) purchases of Common Stock of the Guarantor common stock related to the issuance of Common Stock of the Guarantor common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under or any of the Guarantor's dividend reinvestment and stock purchase plans).
Appears in 1 contract
Samples: Series a Capital Securities Guarantee Agreement (Imperial Capital Trust I)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment Guarantee Payments or other obligations under this Preferred Securities Guarantee hereunder, or (iiiii) there shall have occurred and be continuing an Event of Default under the Declaration or any an event that, with the giving of notice or lapse of time or both, would constitute an Event of Default default under the Declaration, then (a) the Guarantor shall not (a) not, and shall cause the Debenture Issuer to not, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of the Company's or the Guarantor's capital stock in connection with the satisfaction by the Debenture Issuer or the Guarantor, respectively, of their obligations under any employee benefit plans, (ii) as a result of a reclassification of the Debenture Issuer's or the Guarantor's capital stock or the exchange or conversion of one class or series of the Debenture Issuer's or the Guarantor's capital stock for another class or series of the Debenture Issuer's or the Guarantor's capital stock, or in any such case, any rights to acquire any such stock, in such cases where a pre-existing right to acquire such stock exists, (iii) the purchase of fractional interests in shares of the Debenture Issuer's or the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or 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 (b) the Guarantor shall not, and shall cause the Debenture Issuer to not, make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of (including guarantees) issued by the Guarantor that or the Debenture Issuer which rank pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Debentures.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Countrywide Capital Ii)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (ai) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its the Guarantor's capital stock (which includes common and preferred stock) or (bii) make any payment of interest, principal of or premium, if any, or interest on or repay, repurchase or redeem any debt securities of the Guarantor (including Other Debentures) that rank pari passu with or junior in interest right of payment to the Debt Securities Debentures or (iii) make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the Debt Securities Debentures (other than (ia) as a result of a reclassification of the capital stock of the Guarantor dividends or the exchange distributions in shares of, or conversion of one class options, warrants, rights to subscribe for or series of the capital stock of the Guarantor for another class or series of the capital purchase shares of, common stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (ivb) any declaration of a dividend in connection with the implementation of a stockholdersshareholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (vc) payments under the Guarantee and Common Series A Capital Securities Guarantee, this Series B Capital Securities Guarantee, (vid) purchases the purchase of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any fractional shares resulting from a reclassification of the Guarantor's benefit plans capital stock, (e) the exchange or the conversion of one class, or series of the Guarantor's capital stock for its directorsanother class or series of the Guarantor's capital stock, officers or employees and (viif) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged) if at such time (1) there shall have occurred and be continuing an event of default under the Declaration, (2) there shall have occurred and be continuing an Event of Default under the Indenture, (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 Agreement, or (5) the Guarantor shall have given notice of its election of an Extension Period as provided in the Indenture and shall not have rescinded such notice, and such Extension Period, or any dividend reinvestment and stock purchase plans)extension thereof, shall have commenced.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Safeco Corp)
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (i) there shall have occurred and be continuing a Debenture Event of Default, a Declaration Event of Default or an event that, with the giving of notice or the lapse of time or both, would constitute a Debenture Event of Default or a Declaration Event of Default or (ii) a selection by the Guarantor has exercised its option to defer interest payments on of a Deferral Period as provided in the Debt Securities by extending the interest payment period Indenture and such extension period, or any extension thereof, shall be continuing, then (iia) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, or make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock or (other than stock dividends paid by the Guarantor which consist of the stock of the same class as that on which the dividend is being paid), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that which rank pari passu with or junior in interest to the Debt Securities or Debentures and (c) the Guarantor shall not make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities Debentures (in each case, other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iiiA) dividends or distributions in Class B Common Stock of the GuarantorStock, (ivB) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (vC) payments under the Guarantee and the Common Securities Guarantee, (viD) purchases or acquisitions of shares of Class B Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plan or any other contractual obligation of the Guarantor related (other than a contractual obligation ranking pari passu with or junior in interest to the issuance Debentures), (E) as a result of Common Stock of the Guarantor or rights under any a reclassification of the Guarantor's benefit plans capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for its directors, officers another class or employees and series of the Guarantor's capital stock or (viiF) obligations under any dividend reinvestment and the purchase of fractional interests in shares of the Guarantor's capital stock purchase planspursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged).
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Continental Airlines Inc /De/)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (ia) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default (as defined by the Indenture) or (c) the Guarantor has exercised its option to defer interest payments on the Debt Securities Debentures by extending the interest payment period period, as provided in Article IV of the [ ] Supplemental Indenture to the Indenture, and such period or extension period, or any extension thereof, thereof shall be continuing, then (iii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, make any distributions distribution with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (A) purchases or acquisitions of shares of Guarantor's common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior to the Debentures), (B) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock or (bC) 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), (ii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that rank pari passu with or junior in interest to the Debt Securities or Debentures and (iii) the Guarantor shall not make any guarantee payment payments with respect to the foregoing (other than pursuant to this Preferred Securities Guarantee). In addition, so long as any guarantee by Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the debt securities of outstanding Common Securities; provided that any subsidiary permitted successor of the Guarantor if such guarantee ranks pari passu with or junior in interest under the Indenture may succeed to the Debt Securities (other than (i) as a result of a reclassification Guarantor's ownership of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, Common Securities and (ii) will not take any action which would cause the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant Issuer to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged cease to be treated as a grantor trust for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend United States federal income tax purposes except in connection with the implementation a distribution of a stockholders' rights plan, or the issuance of stock under any such plan Debentures as provided in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Declaration.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Fleet Capital Trust Ix)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities Debentures by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment Guarantee Payments or other obligations under this Preferred Capital Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or bothnotice, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, purchase or acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of its common stock in connection with the satisfaction by the Guarantor or any of its subsidiaries of their respective obligations under any benefit plans for directors, officers, agents or employees or the Guarantor's dividend reinvestment or director, officer, agent or employee stock purchase plans, (ii) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of its capital stock for another class or series of its capital stock, (iii) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged for capital stock, (iv) dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of its capital stock of the Guarantor or (v) any declaration of a dividend in connection with the implementation or extension of a stockholders' rights plan, 17 14 or the issuance of stock under any such plan (including any plan existing on the date hereof) in the future or the redemption or repurchase or any such rights pursuant thereto), (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that which rank pari passu with or junior in interest to the Debt Securities or Debentures and (c) shall not make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt any securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest right of payment to the Debt Securities (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Debentures.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (K N Capital Trust Ii /De/)
Limitation of Transactions. So long as any Preferred Trust Securities remain outstanding, if (i) there shall have occurred an Event of Default, (ii) there shall have occurred an event of default under the Indenture or (iii) the Guarantor has exercised its option to defer interest payments on the Debt Securities Senior Deferrable Notes by extending the interest payment period as provided therein, and such period or extension period, or any extension thereof, thereof shall be continuing, then (iia) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, make any distributions distribution or other payment with respect to, or redeem, purchase, acquire, acquire or make any liquidation payment with respect to, to any of its capital stock (other than (1) purchases or other acquisitions of shares of the Guarantor's capital stock in connection with the satisfaction by the Guarantor of its obligations under any employee or director compensation or benefit plans, under the Guarantor's direct stock purchase and dividend reinvestment plan, or pursuant to any contract or security outstanding on the first day of any such event requiring the Guarantor to purchase its capital stock, (2) as a result of a reclassification of the Guarantor's capital stock or as a result of an exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (3) redemptions or repurchases of any rights pursuant to a rights agreement, or (4) 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), (b) the Guarantor shall not make any distribution on any security of a grantor trust which ranks pari passu with the Preferred Trust Securities or pay interest on its senior debt with similar deferral provisions to the Senior Deferrable Notes, (c) the Guarantor shall not make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that rank pari passu with or junior subordinate in interest right of payment to the Debt Securities or Senior Deferrable Notes and (d) the Guarantor shall not make any guarantee payment payments with respect to the foregoing or with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior subordinate in interest right of payment to the Debt Securities Senior Deferrable Notes (other than pursuant to this Guarantee Agreement or the Common Securities Guarantee Agreement). In addition, so long as any Preferred Trust Securities remain outstanding, the Guarantor (i) as a result will remain the sole direct or indirect owner of a reclassification of all the capital stock outstanding Common Securities; provided that any permitted successor of the Guarantor or under the exchange or conversion of one class or series Indenture may succeed to the Guarantor's ownership of the capital stock of the Guarantor for another class or series of the capital stock of the GuarantorCommon Securities, (ii) will permit the purchase of fractional interests in shares of Common Securities to be transferred only as permitted by the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stockDeclaration, and (iii) dividends or distributions in Common Stock of will use its best efforts to cause the GuarantorIssuer to continue to be treated as a grantor trust for United States federal income tax purposes, (iv) any declaration of a dividend except in connection with a distribution of the implementation Senior Deferrable Notes, the redemption of a stockholders' rights planall of the Trust Securities or mergers, consolidations or the issuance of stock under any such plan amalgamations, each as provided in the futureDeclaration, or in which case the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Issuer would be dissolved.
Appears in 1 contract
Samples: Preferred Trust Securities Guarantee Agreement (Public Service Enterprise Group Inc)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iiia) there shall have occurred and be continuing an Event of Default under or (b) the Declaration Guarantor shall have selected an Extension Period as provided in the eclaration and such period, or any event thatextension thereof, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declarationshall have commenced and be continuing, then the Guarantor shall may not (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor's capital stock or (by) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities Debentures (other than (i) as a result payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of a reclassification shares of the capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or 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 exchange applicable Extension Period, (iii) as a result of any exchange, reclassification, combination or conversion of one any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor Guarantor) for another any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iiiv) 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 into or exchanged for such capital stockexchanged, (iii) dividends or distributions in Common Stock of the Guarantor, (ivv) any declaration of a dividend in connection with the implementation of a stockholders' any stockholder's rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholder's rights plan, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, or (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and in the form of stock, warrants, options or other rights where the dividend stock purchase plansor 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 such stock).
Appears in 1 contract
Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities Debentures by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities the Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default under the DeclarationDefault, then the Guarantor shall not (a) declare or pay any dividend dividends on, or make any distributions a distribution with respect to, or redeem, purchase, redeem or purchase or acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (1) purchases or acquisitions of shares of Company Common Stock (bor Company Common Stock equivalents) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of in connection with the Guarantor that rank pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee satisfaction by the Guarantor of its obligations under any employee benefit or agent plans 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 Company Common Stock (or Company Common Stock equivalents), (2) purchases of shares of Company Common Stock (or Company Common Stock equivalents) from officers or employees of the Guarantor if such guarantee ranks pari passu with or junior in interest its subsidiaries upon termination of employment or retirement not pursuant to any obligation under any contract or security requiring the Debt Securities Guarantor to purchase shares of Company Common Stock (other than or Company Common Stock equivalents), (i3) as a result of a reclassification of the Guarantor's capital stock of the Guarantor or the exchange or conversion of one class or series of the Guarantor's capital stock of the Guarantor for another class or series of the Guarantor's capital stock of the Guarantorstock, (ii4) dividends or distributions of shares of Company Common Stock on Company Common Stock or (5) 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), (b) make any payment of principal of (premium, if any) or interest on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that rank pari passu with or junior to the Debentures (except by conversion into or exchanged exchange for such capital stock, shares of Company Common Stock) and (iiic) dividends or distributions in Common Stock of the Guarantor, (iv) make any declaration of a dividend in connection guarantee payments with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related respect to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and foregoing (vii) obligations under any dividend reinvestment and stock purchase plansother than pursuant to the Guarantee).
Appears in 1 contract
Samples: Trust Preferred Securities Guarantee Agreement (American Equity Investment Life Holding Co)
Limitation of Transactions. So The Guarantor hereby covenants and agrees that, so long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised it will not, and will not permit any of its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension periodSubsidiaries to, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its the outstanding capital stock shares of the Guarantor or (b) make any payment of interestprincipal of, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities security of the Guarantor that rank pari passu with or ranks junior in interest to the Debt Securities Debentures or the guarantee in respect thereof, as the case may be, or make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary Subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities Debentures or the guarantee in respect thereof, as the case may be (other than (i) dividends or distributions in Common Shares (as a result of a reclassification of defined in the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock Indenture) of the Guarantor, (ii) the purchase redemptions or purchases of fractional interests in shares of the capital stock any rights outstanding under a shareholder rights plan of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' 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, (viii) payments under the Guarantee any preferred securities guarantee, and Common Securities Guarantee, (viiv) purchases of Common Stock of the Guarantor related to the issuance of Common Stock under any benefit plans of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees employees) 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 (viiB) in respect of which the Guarantor, as the case may be, shall not have taken reasonable steps to cure, (2) the Guarantor shall be in default with respect to its payment of any obligations under this Guarantee Agreement 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 dividend reinvestment and stock purchase plans)extension thereof, shall be continuing.
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any an event that, with the giving of notice or lapse of time or both, would constitute an Event of Default default under the Declaration, then (a) the Guarantor shall not (a) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of its common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of its common stock, (ii) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of its capital stock for another class or series of its capital stock, (iii) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) redemptions or purchases pursuant to the Guarantor's Rights Agreement, dated August 7, 1995, between the Guarantor and AmSouth Bank of Alabama as Rights Agent), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of (including guarantees) issued by the Guarantor that which rank pari passu with or junior in interest to the Debt Securities or Debentures and (c) the Guarantor shall not make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities foregoing (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to this Agreement, the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases dated as of Common Stock , 20 of the Guarantor related with respect to the issuance of % Trust Originated Common Stock Securities of the Guarantor or rights under any Trust, the Preferred Securities Guarantee, dated ,20 , with respect to the % Trust Originated Preferred Securities of PLC Captial Trust V, the Common Securities Guarantee, dated , 20 with respect to the % Trust Originated Common Securites of PLC Capital Trust V, the Preferred Securities Guarantee dated as of August 22, 2001 and the Common Securities Guarantee, dated as of August 22, 2001 of the Guarantor's benefit plans for its directorsCompany with respect to the 71/2% Trust Originated Preferred Securities Series D of PLC Capital Trust III and the Preferred Securities Guarantee, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)dated as of September 25, 2002, the Common Securities Guarantee dated as of September 25, 2002 of the Company with respect to the 71/4% Trust Originated Preferred Securities Series E of PLC Capital Trust IV.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Protective Life Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any this Preferred Securities Guarantee, an event that, with the giving of notice or lapse of time or both, would constitute an Event of Default default under the DeclarationTrust Agreement or during an Extended Interest Payment Period (as defined in the Indenture), then (a) the Guarantor shall not (a) declare or pay pay, and shall not allow any of its Subsidiaries to declare or pay, any dividend on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock (other than (A) dividends or distributions in common stock of the Guarantor or any Subsidiary of the Guarantor, or any declaration of a non-cash dividend in connection with the implementation of a shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (B) purchases of common stock of the Guarantor related to the rights under any benefit plans for its directors, officers or employees, (C) as a result of a reclassification of its capital stock into another class of its capital stock, or (D) payments of dividends or distributions to the Guarantor); (b) make the Guarantor shall not make, and shall not allow any of its Subsidiaries to make, any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that which rank pari passu with or junior in interest to the Debt Securities Debentures of such series or make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities Debentures of such series; provided, however, that notwithstanding the foregoing the Guarantor may make payments pursuant to its obligations under this Guarantee; and (other c) the Guarantor shall not redeem, purchase or acquire less than (i) as a result of a reclassification all of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions outstanding Debentures of such capital stock series or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Preferred Securities relating to such Trust.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (First Merchants Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, or make any liquidation payment with respect to, any of its capital stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu PARI PASSU with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu PARI PASSU with or junior in interest to the Debt Securities (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock common stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock common stock of the Guarantor related to the issuance of Common Stock common stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans).
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Unionbancal Finance Trust Iv)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if If (i) the Guarantor has exercised Company shall exercise its option right to defer payment of interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuingas provided in Section 206, (ii) the Guarantor Company shall have actual knowledge that an evenx xxx xxxxxxxx xxat with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Notes and the Company has not taken reasonable steps to cure the event, or (iii) the Company shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the DeclarationGuarantee, then the Guarantor shall not (a) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities (other than (i) as a result of a reclassification of the its capital stock of the Guarantor or the exchange or conversion of one class or series of the its capital stock of the Guarantor for another class or series of the its capital stock of the Guarantorstock, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration payment of a dividend in connection with the implementation of a stockholders' shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (viiii) purchases of Common Stock of the Guarantor its common stock related to the issuance of Common Stock of the Guarantor or rights such stock under any of the GuarantorCompany's benefit plans for its directors, officers or employees and employees, (viiiv) obligations under any dividend reinvestment and plan or stock purchase plansplan of the Company, (v) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or security being converted or exchanged or (vi) dividends or distributions in its common stock) or make any guarantee payment with respect thereto, (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes and (c) the Company shall not make any guarantee payments with respect to any of the payment obligations referred to in subparagraph (b) of this Section 209 (other than pursuant to the Guarantee and any similar guarantee issued by the Company on behalf of holders of preferred securities issued by an issuer holding Securities issued under the Indenture).
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any an event that, with the giving of notice or lapse of time or both, would constitute an Event of Default default under the Declaration, then (a) the Guarantor shall not (a) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of its common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of its common stock, (ii) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of its capital stock for another class or series of its capital stock, (iii) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) redemptions or purchases pursuant to the Guarantor’s Rights Agreement, dated August 7, 1995, between the Guarantor and The Bank of New York (as successor to AmSouth Bank) as Rights Agent, (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of (including guarantees) issued by the Guarantor that which rank pari passu with or junior in interest to the Debt Securities or Debentures and (c) the Guarantor shall not make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities foregoing (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to this Agreement, the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases dated as of Common Stock January 27, 2004 of the Guarantor related with respect to the issuance of 6-1/8% Trust Originated Common Stock Securities of the Guarantor or rights under any Trust, and the Preferred Securities Guarantee, dated August 22, 2001 and the Common Securities Guarantee dated as of August 22, 2001 of the Guarantor's benefit plans for its directorsCompany with respect to the 7-1/2% Trust Originated Preferred Securities Series D of PLC Capital Trust III, officers or employees and (vii) obligations under any dividend reinvestment the Preferred Securities Guarantee dated as of September 25, 2002 and stock purchase plansthe Common Securities Guarantee dated as of September 25, 2002 of the Company with respect to the 7-1/4% Trust Originated Preferred Securities Series E of PLC Capital Trust IV.).
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Protective Life Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if If (i) the Guarantor has exercised TECO shall exercise its option right to defer payment of interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuingas provided in Section 206, (ii) TECO shall have actual knowledge that an event has occurred that is, or with the Guarantor giving of notice or the lapse of time, or both, would constitute, an Event of Default with respect to the Notes and TECO has not taken reasonable steps to cure the event, or (iii) TECO shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the DeclarationGuarantee, then the Guarantor shall not (a) TECO shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities (other than (i) as a result of a reclassification of the its capital stock of the Guarantor or the exchange or conversion of one class or series of the its capital stock of the Guarantor for another class or series of the its capital stock of the Guarantorstock, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration payment of a rights dividend in connection with the implementation of a stockholders' shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (viiii) purchases of Common Stock of the Guarantor its common stock related to the issuance of Common Stock of the Guarantor or rights such stock under any of the GuarantorTECO's benefit plans for its directors, officers or employees and employees, (viiiv) obligations under any dividend reinvestment and plan or stock purchase plansplan of TECO, (v) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or security being converted or exchanged or (vi) dividends or distributions in its common stock) or make any guarantee payment with respect thereto, (b) TECO shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by TECO which rank pari passu with or junior to the Notes and (c) TECO shall not make any guarantee payments with respect to any of the payment obligations referred to in subparagraph (b) of this Section 211 (other than pursuant to the Guarantee and any similar guarantee issued by TECO on behalf of holders of preferred securities issued by an issuer holding Securities issued under the Indenture). SECTION 212. AUTHENTICATION AND DELIVERY OF THE NOTES Notes in the aggregate principal amount of $412,400,000 (or up to $474,260,000 if the option granted to the underwriters is exercised) may, upon execution of this Sixth Supplemental Indenture, be executed by TECO and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of TECO, signed by its Chairman of the Board, its President, any Vice President, its Treasurer or any Assistant Treasurer, without any further action by TECO. As provided in and pursuant to Section 303 of the Original Indenture, each time that TECO delivers Notes to the Trustee or Authenticating Agent for authentication, TECO shall deliver a Company Order in the form of Exhibit B to this Sixth Supplemental Indenture for the authentication and delivery of such Notes and the Trustee or such Authenticating Agent shall authenticate and deliver such Notes.
Appears in 1 contract
Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities Debentures by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities the Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or the lapse of time or both, would constitute an Event event of Default default under the DeclarationIndenture, then the Guarantor shall not (a) declare or pay any dividend dividends on, or make any distributions a distribution with respect to, or redeem, purchase, redeem or purchase or acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (1) purchases or acquisitions of shares of Common Stock (bor Common Stock equivalents) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of in connection with the Guarantor that rank pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee satisfaction by the Guarantor of its obligations under any employee benefit or agent plans 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 Common Stock (or Common Stock equivalents), (2) purchases of shares of Common Stock (or Common Stock equivalents) from officers or employees of the Guarantor if such guarantee ranks pari passu with or junior in interest its subsidiaries upon termination of employment or retirement not pursuant to any obligation under any contract or security requiring the Debt Securities Guarantor to purchase shares of Common Stock (other than or Common Stock equivalents), (i3) as a result of a reclassification of the Guarantor’s capital stock of the Guarantor or the exchange or conversion of one class or series of the Guarantor’s capital stock of the Guarantor for another class or series of the Guarantor’s capital stock of the Guarantorstock, (ii4) dividends or distributions of shares of Common Stock on Common Stock or (5) 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), (b) make any payment of principal of (premium, if any) or interest on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Guarantor that rank PARI PASSU with or junior to the Debentures (except by conversion into or exchanged exchange for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases shares of Common Stock of the Guarantor related Stock) and (c) make any guarantee payments with respect to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and foregoing (vii) obligations under any dividend reinvestment and stock purchase plansother than pursuant to the Preferred Securities Guarantee).
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (FBL Financial Group Inc)
Limitation of Transactions. So long as any Trust Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities Debentures by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities the Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default under the DeclarationDefault, then the Guarantor shall not (a) declare or pay any dividend dividends on, or make any distributions a distribution with respect to, or redeem, purchase, redeem or purchase or acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (1) purchases or acquisitions of shares of Company Common Stock (bor Company Common Stock equivalents) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of in connection with the Guarantor that rank pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee satisfaction by the Guarantor of its obligations under any employee benefit or agent plans 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 Company Common Stock (or Company Common Stock equivalents), (2) purchases of shares of Company Common Stock (or Company Common Stock equivalents) from officers or employees of the Guarantor if such guarantee ranks pari passu with or junior in interest its subsidiaries upon termination of employment or retirement not pursuant to any obligation under any contract or security requiring the Debt Securities Guarantor to purchase shares of Company Common Stock (other than or Company Common Stock equivalents), (i3) as a result of a reclassification of the Guarantor's capital stock of the Guarantor or the exchange or conversion of one class or series of the Guarantor's capital stock of the Guarantor for another class or series of the Guarantor's capital stock of the Guarantorstock, (ii4) dividends or distributions of shares of Company Common Stock on Company Common Stock or (5) 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 into or exchanged for such capital stockexchanged), (iiib) dividends make any payment of principal of (premium, if any) or distributions in Common Stock of the Guarantorinterest on or repay, repurchase or redeem any debt securities (ivincluding guarantees) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of issued by the Guarantor related that rank pari passu with or junior to the issuance of Common Stock of the Guarantor or rights under Debentures and (c) make any guarantee payments with respect to any of the Guarantor's benefit plans for its directors, officers or employees and foregoing (vii) obligations under any dividend reinvestment and stock purchase plansother than pursuant to the Guarantee).
Appears in 1 contract
Samples: Trust Preferred Securities Guarantee Agreement (American Equity Investment Life Holding Co)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (ai) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor's capital stock (which includes common and preferred stock) or (bii) make any payment of interestprincipal, principal interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in interest right of payment to the Debt Securities Debentures or (iii) make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the Debt Securities Debentures (other than (ia) as a result of a reclassification of the capital stock of the Guarantor dividends or the exchange distributions in shares of, or conversion of one class options, warrants, rights to subscribe for or series of the capital stock of the Guarantor for another class or series of the capital purchase shares of, common stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (ivb) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (vc) payments under the Guarantee and Common Capital Securities Guarantee, (vid) as a result of a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (f) purchases of Common Stock of the Guarantor common stock related to the issuance of Common Stock of the Guarantor 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 rein- vestment plans) if at such time (i) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Event of Default and (viib) in respect of which the Guarantor shall not have taken reasonable steps to cure, (ii) if such Debentures are held by the Property Trustee, the Guarantor shall be in default with respect to its payment of any obligations under this Capital Securities Guarantee or (iii) the Guarantor shall have given notice of its election of the exercise of its right to extend the interest payment period pursuant to Section 16.01 of the Indenture and any dividend reinvestment and stock purchase plans)such extension shall be continuing.
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (Bankboston Capital Trust V)
Limitation of Transactions. So long as any Preferred Series A Capital Securities remain outstanding, if at any time (i1) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period there shall have occurred and such extension period, be continuing a Default or any extension thereof, shall be continuingan Event of Default, (ii2) the Guarantor shall be in default with respect to its payment or other of any obligations under this Preferred Securities Series A Guarantee or (iii3) there the Guarantor shall have occurred given notice of its election 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 an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declarationcontinuing, then the Guarantor shall may not (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor's capital stock or stock, (by) make any payment of interest, principal of or interest or premium, if any, or interest or Liquidated Damages, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank in all respects pari passu with or junior in interest to the Debt Securities or (z) make any guarantee payment with respect to under any guarantee by the Guarantor of the debt securities of any subsidiary guarantees of the Guarantor if such guarantee ranks that rank in all respects pari passu with or junior in interest to the Debt Securities this Series A Guarantee (other than (i) as a result repurchases, redemptions or other acquisitions of a reclassification shares of the capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, including an employee stock purchase plan, (B) in connection with a dividend reinvestment or 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 (1), (2) or (3) above, (ii) as a result of any exchange or conversion of one any class or series of the Guarantor's capital stock (or any capital 14 NEXT PAGE stock of a subsidiary of the Guarantor Guarantor) for another any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iiiii) 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 into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantorexchanged, (iv) any declaration of a dividend in connection with the implementation of a stockholders' any stockholder's rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholder's rights plan, or the redemption or repurchase of any such rights pursuant thereto, or (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and in the form of stock, warrants, options or other rights where the dividend stock purchase plansor 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 interest to such stock).
Appears in 1 contract
Samples: Guarantee Agreement (First Financial Capital Trust I)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iiia) there shall have occurred and be continuing an Event of Default under or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any event thatextension thereof, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declarationshall have commenced and be continuing, then the Guarantor shall not (ai) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its capital stock or stock; (bii) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that or any Subsidiary which rank pari passu with or junior in interest to the Debt Securities Debentures or make any guarantee payment payments with respect to any guarantee by the Guarantor of the any debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities Debentures (other than than, in the case of both (i) and (ii) above, (A) repurchases, redemptions or other acquisitions of shares of its capital stock in connection with (x) any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (y) a dividend reinvestment or shareholder stock purchase plan or (z) the issuance of capital stock (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, (B) as a result of a reclassification of the capital stock of the Guarantor or the exchange any exchange, reclassification, combination or conversion of one any class or series of the capital stock of the Guarantor or any of Subsidiary for another any class or series of the its capital stock or of the Guarantorany class or series of its indebtedness for any class or series of its capital stock, (iiC) the purchase of fractional interests in shares of the its capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stockexchanged, (iii) dividends or distributions in Common Stock of the Guarantor, (ivD) any declaration of a dividend in connection with the implementation of a stockholders' any shareholder’s rights plan, or the issuance of rights, stock or other property under any such plan in the futureshareholders’ rights plan, or the redemption or repurchase of any such rights pursuant thereto, (vE) payments under dividends or distributions made by a Subsidiary to the Guarantee and Common Securities GuaranteeGuarantor, (viF) purchases dividends or distributions made by a Subsidiary to a Subsidiary, or (G) any dividend in the form of Common Stock 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 such stock); or (iii) redeem, purchase or acquire less than all of the Guarantor related to the issuance of Common Stock of the Guarantor Outstanding Debentures or rights under any of the Guarantor's benefit plans for Preferred Securities; provided, however, that, notwithstanding the foregoing, the Guarantor may make payments pursuant to its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)this Guarantee.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (First United Corp/Md/)
Limitation of Transactions. So long as any Preferred Trust Common Securities remain outstanding, if at any time (a) there shall have occurred and be continuing an Indenture Event of Default or any event of which the Guarantor has actual knowledge that (i) with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default and (ii) the Guarantor has exercised its option shall not have taken reasonable steps to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuingcure, (iib) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Trust Common Securities Guarantee Guarantee, or (iiic) there the Guarantor shall have occurred exercised its option to defer interest payments on the Debentures and such deferral period shall be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declarationcontinuing, then the Guarantor shall not, and shall cause each of its Subsidiaries not to,
(ai) declare or pay any dividend dividends on, or make any distributions a distribution with respect to, or redeem, purchase, redeem or purchase or acquire, or make any a liquidation payment with respect to, any of its capital stock or other equity securities other than (bA) make any payment purchase or acquisition of interestCommon Stock (or Common Stock equivalents) in connection with the satisfaction by the Guarantor or the Subsidiary of its obligations under any employee benefit plan or the satisfaction by the Guarantor or the Subsidiary of its obligations pursuant to any contract or security requiring the Guarantor or the Subsidiary to purchase Common Stock (or Common Stock equivalents), principal (B) any purchase of Common Stock (or premium, if any, on Common Stock equivalents) from an officer or repay, repurchase employee (or redeem any debt securities a Person performing similar functions) of the Guarantor that rank pari passu with or junior in interest to the Debt Securities any of its Subsidiaries upon termination of employment or make any guarantee payment with respect retirement not pursuant to any guarantee by obligation under any contract or security requiring the Guarantor of or the debt securities of any subsidiary of the Guarantor if Subsidiary to purchase such guarantee ranks pari passu with Common Stock (or junior in interest to the Debt Securities Common Stock equivalents), (other than (iC) as a result of a reclassification of the capital stock or other equity securities of the Guarantor or any of its Subsidiaries or the exchange or conversion of one class or series of the capital stock of the Guarantor or other equity securities for another class or series of the capital stock or other equity securities of the GuarantorGuarantor or any of its Subsidiaries, (iiD) the any dividend or distribution of Common Stock on Common Stock, (E) any purchase of fractional interests in shares of the capital stock or other equity securities of the Guarantor or any of its Subsidiaries pursuant to the conversion or exchange provisions of such capital stock or the other equity security being converted into or exchanged for such capital stockexchanged, (iii) dividends or distributions in Common Stock of the Guarantor, (ivF) any declaration or payment of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, Rights Plan or the redemption or repurchase of any such rights distributed pursuant theretoto a Rights Plan, (vG) payments under any dividend or distribution by a Subsidiary of the Guarantee and Common Securities GuaranteeGuarantor to the Guarantor or another Subsidiary of the Guarantor, (viH) purchases any distribution by WestCoast Hospitality Limited Partnership ("WHLP") to any Person that is a partner in WHLP for federal income tax purposes so long as (x) at the time of the distribution, the Guarantor has at least an 80% interest in the income, gain, loss and deductions of WHLP, and (y) such distribution is required by the Amended and Restated Agreement of Limited Partnership of WHLP, as in effect on the date of original issuance of the Debentures, and (I) any distribution by any other Subsidiary of the Guarantor that is not wholly owned by the Guarantor, so long as none of the holders of equity interests in such Subsidiary have any right to convert such equity securities into, or exchange such equity securities for, Common Stock of the Guarantor;
(ii) make any payment of principal of, or premium, if any, or interest on, or repay, repurchase or redeem, any debt securities issued by the Guarantor related that rank pari passu with or junior to the issuance of Debentures; or
(iii) make any guarantee payments with respect to any guarantee (other than this Trust Common Stock of Securities Guarantee or the Trust Preferred Securities Guarantee) by the Guarantor of any debt securities of any Subsidiary, if such guarantee ranks pari passu with or rights under any of junior to the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Debentures.
Appears in 1 contract
Samples: Trust Common Securities Guarantee Agreement (Westcoast Hospitality Capital Trust)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iiia) there shall have occurred and be continuing an Event of Default under the or a Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under or (b) the DeclarationGuarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor's or such Affiliate's capital stock (other than payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing; or (by) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debt Securities or make any guarantee payment Debentures (other than, with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities clauses (other than x) and (y) above, (i) as a result repurchases, redemptions or other acquisitions of a reclassification shares of the capital stock of the Guarantor or any Subsidiary of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor or of such Subsidiary (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, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of one any class or series of the Guarantor's capital stock (or any capital stock of a Subsidiary of the Guarantor Guarantor) for another any class or series of the Guarantor's capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary's capital stock) or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock (iior in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary's indebtedness for any class or series of such Subsidiary's capital stock), (iii) the purchase of fractional interests in shares of the Guarantor's capital stock (or the capital stock of a Subsidiary of the Guarantor Guarator) pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantorexchanged, (iv) any declaration of a dividend in connection with the implementation of a any stockholders' rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholders' rights plan, or the redemption or repurchase of any such rights pursuant thereto, (v) any dividend in the 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 such stock and any cash payments under the Guarantee and Common Securities Guaranteein lieu of fractional shares issued in connection therewith, or (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights payments under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plansthis Guarantee).
Appears in 1 contract
Samples: Guarantee Agreement (Delphi Financial Group Inc/De)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if If (i) an Event of Default (as defined in the Guarantor has exercised its option to defer interest payments on Indenture) shall have occurred and be continuing (other than solely an Event of Default as described in Section 5.1(c) of the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuingIndenture), (ii) there shall have occurred any event of which the Guarantor has actual knowledge that (a) is, or with the giving of notice or the lapse of time, or both, would be an Event of Default (as defined in the Indenture), other than solely an Event of Default as described in Section 5.1(c) of the Indenture, and (b) in respect of which the Guarantor shall not have taken reasonable steps to cure, (iii) in the event the Debentures are held by the Property Trustee and the Guarantor shall be in default with respect to its payment or other of any obligations under this Preferred Capital Securities Guarantee or (iiiiv) there the Guarantor shall have occurred 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 an Event of Default under the Declaration or continuing, then, in each such case, so long as any event thatCapital Securities remain outstanding, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (ai) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor's capital stock or (bii) make any payment of interestprincipal, principal interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in interest right of payment to the Debt Securities Debentures or (iii) make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt any securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the Debt Securities (Debentures, other than (ia) as a result of a reclassification of the capital stock of the Guarantor dividends or the exchange distributions in shares of, or conversion of one class options, warrants, rights to subscribe for or series of the capital stock of the Guarantor for another class or series of the capital purchase shares of, common stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (ivb) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (vc) payments under the Guarantee and Common Capital Securities Guarantee, (vid) as a direct result of, and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (f) purchases of Common Stock of the Guarantor common stock related to the issuance of Common Stock of the Guarantor common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under or any of the Guarantor's dividend reinvestment and stock purchase plans).
Appears in 1 contract
Samples: Capital Securities Guarantee Agreement (New York Bancorp Capital Trust)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities Debentures by extending the interest payment period and such extension period, period or any extension thereof, shall be continuing, (ii) the Guarantor there shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee have occurred any Event of Default or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or the lapse of time or both, would constitute an Event event of Default default under the Declaration, then the Guarantor shall not (a) shall not declare or pay any dividend dividends on, make any distributions with respect to, or redeem, purchase, purchase or acquire, or make any a liquidation payment with respect to, any of its capital stock or stock, (b) shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu PARI PASSU with or junior in interest to the Debt Securities or Debentures and (c) shall not make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu PARI PASSU with or junior in interest to the Debt Securities Debentures (other than (i) as a result of a reclassification of the Guarantor's capital stock of the Guarantor or the exchange or conversion of one class or series of the Guarantor's capital stock of the Guarantor for another class or series of the Guarantor's capital stock of the Guarantor, stock; (ii) 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 into or exchanged for such the Guarantor's capital stock, ; (iii) the payment of dividends or distributions in Common Stock common stock of the Guarantor, ; (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, ; (v) payments under the this Preferred Securities Guarantee and the Common Securities Guarantee, ; (vi) purchases of Common Stock of the Guarantor Guarantor's common stock related to the issuance of Common Stock of the Guarantor Guarantor's common stock or rights under any of the Guarantor's benefit plans for its the Guarantor's directors, officers or employees and employees; or (vii) obligations of the Guarantor under any dividend reinvestment and stock purchase plans).
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Viatel Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any this Preferred Securities Guarantee, an event that, with the giving of notice or lapse of time or both, would constitute an Event of Default default under the DeclarationTrust Agreement or during an Extended Interest Payment Period (as defined in the Indenture), then (a) the Guarantor shall not (a) declare or pay pay, and shall not allow any of its Subsidiaries to declare or pay, any dividend on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities (other than (iA) as a result of a reclassification of the capital dividends or distributions in common stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock any Subsidiary of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a non-cash dividend in connection with the implementation of a stockholders' shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (viB) purchases of Common Stock common stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees employees, (C) as a result of a reclassification of its capital stock into another class of its capital stock, or (D) payments of dividends or distributions to the Guarantor); (b) the Guarantor shall not make, and shall not allow any of its Subsidiaries to make, any payment of interest, principal or premium, if any, or repay, repurchase or redeem any debt securities issued by the Guarantor which rank PARI PASSU with or junior to the Debentures of such series or make any guarantee payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks PARI PASSU with or junior in interest to the Debentures of such series; PROVIDED, HOWEVER, that notwithstanding the foregoing the Guarantor may make payments pursuant to its obligations under this Guarantee; and (viic) obligations under the Guarantor shall not redeem, purchase or acquire less than all of the outstanding Debentures of such series or any dividend reinvestment and stock purchase plans)of the Preferred Securities relating to such Trust.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (First Merchants Capital Trust I)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iiia) there shall have occurred and be continuing an Event of Default under or (b) Debenture Issuer shall have selected an Extension Period as provided in the Declaration Indenture and such period, or any event thatextension thereof, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declarationshall have commenced and be continuing, then the Guarantor shall may not (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its capital stock or the Guarantor's shares, (by) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank in all respects pari passu with or junior in interest to the Debt Securities Debentures or (z) make any guarantee payment with respect to under any guarantee by the Guarantor of the debt securities of any subsidiary guarantees of the Guarantor if such guarantee ranks that rank in all respects pari passu with or junior in interest to the Debt Securities this Guarantee (other than (i) repurchases, redemptions or other acquisitions of shares of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or shareholder's share purchase plan or (C) in connection with the issuance of shares of the Guarantor (or securities convertible into or exercisable for such shares), as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default or the applicable Extension Period, (ii) as a result of a reclassification of the capital stock of the Guarantor or the any exchange or conversion of one any class or series of the Guarantor's shares (or any shares or capital stock stock, as applicable, of a subsidiary of the Guarantor Guarantor) for another any class or series of the capital stock Guarantor's shares or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's shares, (iiiii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock shares or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantorexchanged, (iv) any declaration of a dividend in connection with the implementation of a stockholders' any shareholder's rights plan, or the issuance of stock rights, shares or other property under any such plan in the futureshareholder's rights plan, or the redemption or repurchase of any such rights pursuant thereto, or (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plansin the form of shares, warrants, options or other rights where the bonus shares or the shares issuable upon exercise of such warrants, options or other rights are the same shares as those on which the dividend is being paid or ranks pari passu with or junior in interest to such shares).
Appears in 1 contract
Samples: Guarantee Agreement (Pxre Group LTD)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor Company has exercised its option to defer interest payments on the Debt Securities Convertible Debentures by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor if there shall be in default with respect to its payment or other obligations have occurred any Event of Default under this Preferred Securities Guarantee Guarantee, or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or the lapse of time or both, would constitute an Indenture Event of Default under the DeclarationDefault, then the Guarantor shall not has agreed (a) not to declare or pay any dividend dividends on, or make any distributions a distribution with respect to, or redeem, purchase, acquire, purchase acquire or make any a liquidation payment with respect to, any of its capital stock (other than (i) purchases or acquisitions of shares of common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of common stock, (ii) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock or (iii) 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 (or make any guarantee payments with respect to the foregoing)), and (b) not to make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor Company that rank pari passu with or junior in interest to the Debt Securities Convertible Debentures (except by conversion into or exchange for shares of its capital stock, and (c) not to make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities foregoing (other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common this Preferred Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans).
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Central Parking Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (ia) there shall have occurred an Event of Default, (b) there shall have occurred an Event of Default (as defined under the Indenture) or (c) the Guarantor has exercised its option to defer interest payments on the Debt Securities Debentures by extending the interest payment period as provided in Article IV of the Second Supplemental Indenture to the Indenture, and such period or extension period, or any extension thereof, thereof shall be continuing, then (iii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, make any distributions distribution with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (A) purchases or acquisitions of shares of Guarantor's common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior to the Debentures), (B) as a result of a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock or (bC) 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), (ii) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that rank pari passu with or junior in interest to the Debt Securities or Debentures and (iii) the Guarantor shall not make any guarantee payment payments with respect to the foregoing (other than pursuant to this Preferred Securities Guarantee). In addition, so long as any guarantee by Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the debt securities of outstanding Common Securities; provided that any subsidiary permitted successor of the Guarantor if such guarantee ranks pari passu with or junior in interest under the Indenture may succeed to the Debt Securities (other than (i) as a result of a reclassification Guarantor's ownership of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, Common Securities and (ii) will not take any action which would cause the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant Issuer to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged cease to be treated as a grantor trust for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend United States federal income tax purposes except in connection with the implementation a distribution of a stockholders' rights plan, or the issuance of stock under any such plan Debentures as provided in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Declaration.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Fleet Capital Trust Vii)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under Section 5.1 of this Preferred Securities Guarantee or (iiiii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, Declaration then the Guarantor shall not (a) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, or make any liquidation payment with respect to, any of its capital stock Capital Stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the Debt Securities Debentures or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Preferred Securities Guarantee (other than (i) as a result of a reclassification of the capital stock Capital Stock of the Guarantor or the exchange or conversion of one class or series of the capital stock Capital Stock of the Guarantor for another class or series of the capital stock Capital Stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock Capital Stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock Capital Stock or the security being converted into or exchanged for such capital stockCapital Stock, (iii) dividends or distributions in Common Stock Shares of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock shares under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock Shares of the Guarantor related to the issuance of Common Stock Shares of the Guarantor WRP's or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plansplans to issue shares other than as a result of the payment of a dividend), in each case unless and until such default or Event of Default shall have been cured.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Wellsford Real Properties Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred and be continuing a Debenture Event of Default, a Declaration Event of Default or an event that, with the giving of notice or the lapse of time or 23 18 both, would constitute a Debenture Event of Default or a Declaration Event of Default, or a selection by the Guarantor has exercised its option to defer interest payments on of a Deferral Period as provided in the Debt Securities by extending the interest payment period Indenture and such extension period, or any extension thereof, shall be continuing, then (iia) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, or make any distributions distribution with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock or (other than stock dividends paid by the Guarantor which stock dividends consist of the stock of the same class as that on which the dividend is being paid), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that which rank pari passu with or junior in interest to the Debt Securities or Debentures and (c) shall not make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities Debentures (in each case, other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iiiA) dividends or distributions in Common Stock of the GuarantorStock, (ivB) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (vC) payments under the Guarantee and Common Securities this Guarantee, (viD) purchases or acquisitions of shares of the Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plan or any other contractual obligation of the Guarantor related (other than a contractual obligation ranking pari passu with or junior in interest to the issuance Securities), (E) as a result of Common Stock of the Guarantor or rights under any a reclassification of the Guarantor's benefit plans capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for its directors, officers another class or employees and series of the Guarantor's capital stock or (viiF) obligations under any dividend reinvestment and the purchase of fractional interests in shares of the Guarantor's capital stock purchase planspursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged).
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Union Pacific Capital Trust)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iiia) there shall have occurred and be continuing an Event of Default under the or a Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under or (b) the DeclarationGuarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor's or such Affiliate's capital stock (other than payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing; or (by) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debt Securities or make any guarantee payment Debentures (other than, with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities clauses (other than x) and (y) above, (i) as a result repurchases, redemptions or other acquisitions of a reclassification shares of the capital stock of the Guarantor or any Subsidiary of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor or of such Subsidiary (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, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any reclassification, exchange or conversion of one any class or series of the Guarantor's capital stock (or any capital stock of a Subsidiary of the Guarantor Guarantor) for another any class or series of the Guarantor's capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary's capital stock) or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock (iior in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary's indebtedness for any class or series of such Subsidiary's capital stock), (iii) the purchase of fractional interests in shares of the Guarantor's capital stock (or the capital stock of a Subsidiary of the Guarantor Guarantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stockexchanged, (iii) dividends or distributions in Common Stock of the Guarantorpursuant to a merger, consolidation or other business combination, (iv) any declaration of a dividend in connection with the implementation of a any stockholders' rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholders' rights plan, or the redemption or repurchase of any such rights pursuant thereto, (v) any dividend in the 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 such stock and any cash payments under the Guarantee and Common Securities Guaranteein lieu of fractional shares issued in connection therewith, or (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights payments under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plansthis Guarantee).
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, that would constitute an Event of Default, an Indenture Event of Default, or Declaration Event of Default under or if an Extended Interest Payment Period (as defined in the DeclarationIndenture) has been declared and is in effect, then the Guarantor shall will not (a) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock (which includes common and preferred stock), or (b) make make, or permit any subsidiary to make, any payment of interestprincipal, principal interest or premium, if anyany (other than payments under the Subordinated Notes), on on, or repay, repurchase or redeem redeem, any debt securities of the Guarantor security that rank ranks pari passu with or junior in interest to the Debt Securities Debentures, the Debenture Guarantee or make the Subordinated Notes, as the case may be, or (c) make, or permit any subsidiary to make, any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of debt security (other than payments under the Guarantor Preferred Securities Guarantee or the Debenture Guarantee), if such guarantee ranks pari passu with or junior in interest to the Debt Securities (other than Debentures or the Debenture Guarantee, as the case may be. Notwithstanding the foregoing, the following shall not be prohibited: (i) as a result repurchases, redemptions or other acquisitions of a reclassification shares of the capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the 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, Indenture Event of Default, Declaration Event of Default or selection of an Extension Period by the Guarantor, as applicable, (ii) any transactions described in (a) or (b) above resulting from any reclassification of the Guarantor's capital stock, or the exchange or conversion of one any class or series of the Guarantor's capital stock of the Guarantor stock, for another any other class or series of the Guarantor's capital stock stock, or the exchange or conversion of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iiiii) 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 into or exchanged for such capital stockexchanged, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a any stockholders' rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholders' rights plan, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans).
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Kingsway Financial Services Inc)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred and be continuing a Debenture Event of Default, a Declaration Event of Default or an event that, with the giving of notice or the lapse of time or both, would constitute a Debenture Event of Default or a Declaration Event of Default, or a selection by the Guarantor has exercised its option to defer interest payments on of a Deferral Period as provided in the Debt Securities by extending the interest payment period Indenture and such extension period, or any extension thereof, shall be continuing, then (iia) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (a) declare or pay any dividend on, or make any distributions distribution with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock or (other than stock dividends paid by the Guarantor which stock dividends consist of the stock of the same class as that on which the dividend is being paid), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that which rank pari passu with or junior in interest to the Debt Securities or Debentures and (c) the Guarantor shall not make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities Debentures (in each case, other than (i) as a result of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iiiA) dividends or distributions in Class B Common Stock of the GuarantorStock, (ivB) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (vC) payments under the this Guarantee and the Common Securities Guarantee, (viD) purchases or acquisitions of shares of Class B Common Stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plan or any other contractual obligation of the Guarantor related (other than a contractual obligation ranking pari passu with or junior in interest to the issuance Debentures), (E) as a result of Common Stock of the Guarantor or rights under any a reclassification of the Guarantor's benefit plans capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for its directors, officers another class or employees and series of the Guarantor's capital stock or (viiF) obligations under any dividend reinvestment and the purchase of fractional interests in shares of the Guarantor's capital stock purchase planspursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged).
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Continental Airlines Inc /De/)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iiia) there shall have occurred and be continuing an Event of Default Default, (b) there shall have occurred a default or an event of default under the Declaration Indenture or any event that, with (c) the giving Guarantor has given notice of notice or lapse its election to defer payments of time or both, would constitute an Event interest on the Debentures and the period of Default under the Declarationsuch deferral is continuing, then the Guarantor shall not (ai) declare or pay any dividend on, make any distributions distribution or other payment with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock (other than (A) repurchases, redemptions or other acquisitions of shares of the Guarantor's capital stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans, (B) as a result of an exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock,(C) 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, (D) any declaration of a dividend in connection with any shareholders' rights plan or the redemption or repurchase of rights pursuant thereto or (bE) any dividend or distribution in the form of capital stock or rights to acquire capital stock where the rights of the capital stock being issued, or issuable pursuant to such rights, rank pari passu or junior to the capital stock as to which such dividend or distribution is paid), (ii) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that rank pari passu with or junior in interest to the Debt Securities Debentures or (iii) make any guarantee payment payments with respect to the foregoing (other than pursuant to this Preferred Securities Guarantee). In addition, so long as any guarantee by Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the debt securities of outstanding Common Securities; provided that any subsidiary permitted successor of the Guarantor if such guarantee ranks pari passu with or junior in interest under the Indenture may succeed to the Debt Securities (other than (i) as a result of a reclassification Guarantor's ownership of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the GuarantorCommon Securities, (ii) will not take any action which would cause the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant Issuer to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged cease to be treated as a grantor trust for such capital stock, United States federal income tax purposes and (iii) dividends or distributions in Common Stock of will cause the GuarantorIssuer to remain a statutory business trust, (iv) any declaration of a dividend except in connection with a distribution of Debentures to the implementation Holders in liquidation of a stockholders' rights planthe Issuer, the redemption of all of the Trust Securities, or the issuance of stock under any such plan certain mergers, consolidations or amalgamations, each as provided in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Declaration.
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (James River Group, INC)
Limitation of Transactions. So long as any Preferred Securities Debentures remain outstanding, if (ia) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension for any distribution period, full distributions on a cumulative basis on any Trust Preferred Securities have not been paid or any extension thereof, shall be continuingdeclared and set aside for payment, (iib) the Guarantor shall be in default with respect to its payment an Event of Default has occurred and is continuing or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event of which the Company has actual knowledge that, with the giving of notice or lapse of time time, or both, would constitute an Event of Default Default, (c) the Company is in default of its obligations under the DeclarationTrust Preferred Securities Guarantee or the Trust Common Securities Guarantee, then or (d) the Guarantor Company shall have given notice of its election to defer payments of interest on the Debentures by extending the interest payment period as provided in Article XII and such period or any extension thereof shall be continuing, then, during such period, the Company shall not (ai) declare or pay any dividend dividends on, make any distributions with respect to, or redeem, purchase, purchase or acquire, or make any a liquidation payment with respect to, to any of its capital stock Capital Stock (except for dividends or distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of its Capital Stock and conversions or exchanges of Common Stock of one class for Common Stock of another class) or (bii) make any payment payments of interestprincipal, principal interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities (including guarantees of indebtedness for money borrowed) of the Guarantor Company that rank pari passu with or junior in interest to the Debt Securities Debentures (other than (v) any redemption, liquidation, interest, principal or make any guarantee payment with respect to any guarantee by the Guarantor Company where the payment is made by way of the debt securities of any subsidiary of the Guarantor if such guarantee ranks (including Capital Stock) that rank pari passu with or junior in interest to the Debt securities on which such redemption, interest, principal or guarantee payment is being made, (w) payments under the Trust Preferred Securities Guarantee or the Trust Common Securities Guarantee, (other than x) purchases of Common Stock related to the issuance of Common Stock under any of the Company's benefit plans for its directors, officers or employees, (iy) as a result of a reclassification of the capital stock of the Guarantor Company's Capital Stock or the exchange or conversion of one series or class or series of the capital stock Company's Capital Stock for another series or class of the Guarantor for another class or series of the capital stock of the Guarantor, Company's Capital Stock and (iiz) the purchase of fractional interests in shares of the capital stock of the Guarantor Company's Capital Stock pursuant to the conversion or exchange provisions of such capital stock Capital Stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plansexchanged).
Appears in 1 contract
Samples: Indenture (KBK Capital Trust I)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if If (i) the Guarantor has exercised Company shall exercise its option right to defer payment of interest payments on as provided in Sectxxx 000, (xx) xxx Company shall have actual knowledge that an event has occurred that with the Debt Securities by extending giving of notice or the interest payment period and such extension periodlapse of time, or any extension thereofboth, shall be continuingwould constitute an Event of Default with respect to the Notes and the Company has not taken reasonable steps to cure the event, or (iiiii) the Guarantor Company shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the DeclarationGuarantee, then the Guarantor shall not (a) the Company shall not declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock or (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities (other than (i) as a result of a reclassification of the its capital stock of the Guarantor or the exchange or conversion of one class or series of the its capital stock of the Guarantor for another class or series of the its capital stock of the Guarantorstock, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration payment of a rights dividend in connection with the implementation of a stockholders' shareholder rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (viiii) purchases of Common Stock of the Guarantor its common stock related to the issuance of Common Stock of the Guarantor or rights such stock under any of the GuarantorCompany's benefit plans for its directors, officers or employees and employees, (viiiv) obligations under any dividend reinvestment and plan or stock purchase plansplan of the Company, (v) the purchase of fractional interests in shares of its capital stock pursuant to the conversion or exchange provisions of such capital stock or security being converted or exchanged or (vi) dividends or distributions in its common stock) or make any guarantee payment with respect thereto, (b) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities issued by the Company which rank pari passu with or junior to the Notes and (c) the Company shall not make any guarantee payments with respect to any of the payment obligations referred to in subparagraph (b) of this Section 209 (other than pursuant to the Guarantee and any similar guarantee issued by the Company on behalf of holders of preferred securities issued by an issuer holding Securities issued under the Indenture). SECTION 210. AUTHENTICATION AND DELIVERY OF THE NOTES Notes in the aggregate principal amount of $206,200,000 may, upon execution of this Third Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall thereupon authenticate and deliver said Notes to or upon the written order of the Company, signed by its Chairman of the Board, its President, any Vice President, its Treasurer or any Assistant Treasurer, without any further action by the Company. As provided in and pursuant to Section 303 of the Original Indenture, each time that the Company delivers Notes to the Trustee or Authenticating Agent for authentication, the Company shall deliver a Company Order in the form of Exhibit B to this Third Supplemental Indenture for 9 13 the authentication and delivery of such Notes and the Trustee or such Authenticating Agent shall authenticate and deliver such Notes.
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Exchange Capital Securities remain outstanding, if at any time (i) there shall have occurred any event of which the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension periodactual knowledge that (x) is, or any extension thereofwith the giving of notice or the lapse of time, or both, would constitute an Event of Default and (y) in respect of which the Guarantor shall be continuingnot have taken reasonable steps to cure, (ii) the Guarantor shall be in default with respect to its payment or other of any obligations under this Preferred Exchange Capital Securities Guarantee and the Debentures held by the Property Trustee, or (iii) there the Guarantor shall have occurred given notice of its election of the exercise of its right to defer payment of interest pursuant to Section 16.01 of the Indenture and any such extension shall be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declarationcontinuing, then the Guarantor shall not not; (a1) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, to any of its the Guarantor's capital stock or (bwhich includes common and preferred stock); (2) make any payment of interestprincipal, principal or premium, if any, or interest on or repay, repay or repurchase or redeem any debt securities of the Guarantor (including any Other Debentures) that rank pari passu with or junior in interest right of payment to the Debt Securities Debentures; or (3) make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest right of payment to the Debt Securities (Debentures other than (ia) as a result dividends or distributions in shares of, or options, warrants, rights to subscribe for or purchase shares of a reclassification of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital common stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (ivb) any declaration of a dividend in connection with the implementation of a stockholders' stockholder's rights plan, or 11 14 the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (vc) payments under the Guarantee and Common Exchange Capital Securities Guarantee, (vid) as a direct result of, and only to the extent necessary to avoid the issuance of fractional shares of the Guarantor's capital stock following, a reclassification of the Guarantor's capital stock or the exchange or the conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, (e) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (f) purchases of Common Stock of the Guarantor common stock related to the issuance of Common Stock of the Guarantor common stock or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under or any of the Guarantor's dividend reinvestment and stock purchase plans).
Appears in 1 contract
Samples: Exchange Capital Securities Guarantee Agreement (Trenwick Capital Trust I)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iiia) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then (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 (A) if the Guarantor is a limited partnership, it may not (ax) declare or pay any dividend distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its capital stock the partnership interests of the Guarantor or (by) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu in all respects with or junior in interest to the Debt Securities Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of partnership interests of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers or consultants, in connection with a equity reinvestment or equity purchase plan or in connection with the issuance of partnership interests of the Guarantor (or securities convertible into or exercisable for such partnership interests) as consideration in an acquisition transaction entered into prior to occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or conversion of any class or series of the partnership interests of the Guarantor (or any equity securities of a subsidiary of the Guarantor) for any class or series of the partnership interests of the Guarantor or of any class or series of the Guarantor’s indebtedness for any class or series of the partnership interests of the Guarantor), (iv) the purchase of fractional interests in partnership interests of the Guarantor pursuant to the conversion or exchange provisions of such partnership interests or the partnership interests being converted or exchanged, (v) any distribution in connection with any equity rights plan, or the issuance of rights, stock or other property under any equity rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) any distribution in the form of partnership interests, warrants, options or other rights where the distributed partnership interests or the partnership interests issuable upon exercise of such warrants, options or other rights are of the same class or series of partnership interests as that on which the distribution is being made or ranks pari passu with or junior to such class or series of partnership interests), or (B) if the Guarantor is a corporation, it may not (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make any guarantee a liquidation payment with respect to to, any guarantee by the Guarantor of the Guarantor’s capital stock or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of any subsidiary of the Guarantor if such guarantee ranks that rank pari passu in all respects with or junior in interest to the Debt Securities Debentures (other than (i) as a result payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of a reclassification shares of the capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the 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 occurrence of the Event of Default or the applicable Extension Period, (iii) as a result of any exchange or of conversion of one any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor Guarantor) for another any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iiiv) 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 into or exchanged for such capital stockexchanged, (iii) dividends or distributions in Common Stock of the Guarantor, (ivv) any declaration of a dividend in connection with the implementation of a stockholders' any stockholder’s rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholder’s rights plan, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, or (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and in the form of stock, warrants, options or other rights where the dividend stock purchase plansor 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 such stock).
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Common Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any an event that, with the giving of notice or lapse of time or both, would constitute an Event of Default default under the Declaration, then (A) the Guarantor shall not (a) declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock (other than (I) purchases or acquisitions of shares of its common stock in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or the satisfaction by the Guarantor of its obligations pursuant to any contract or security requiring the Guarantor to purchase shares of its common stock, (II) as a result of a reclassification of its capital stock or the exchange or conversion of one class or series of its capital stock for another class or series of its capital stock, (III) the purchase of fractional interests in shares of its capital stock pursuant to an acquisition, the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (iv) redemptions or purchases pursuant to the Guarantor's Rights Agreement, dated August 7, 1995, between the Guarantor and The Bank of New York (as successor to AmSouth Bank) as Rights Agent, (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of (including guarantees) issued by the Guarantor that which rank pari passu with or junior in interest to the Debt Securities or Debentures and (c) the Guarantor shall not make any guarantee payment payments with respect to any guarantee by the Guarantor foregoing (other than pursuant to the Preferred Securities Guarantee, dated as of the debt securities of any subsidiary August 22, 2001 of the Guarantor if such guarantee ranks pari passu with or junior in interest respect to the Debt Securities (other than (i) as a result of a reclassification of 7-1/2% Trust Originated Preferred Securities, this Agreement, the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Preferred Securities Guarantee, (vi) purchases dated as of April 29, 1997 and the Common Stock Securities Guarantee dated as of April 29, 1997 of the Guarantor related Company with respect to the issuance 8 1/4% Trust Originated Preferred Securities, Series B of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plansPLC Capital Trust I).
Appears in 1 contract
Samples: Common Securities Guarantee Agreement (Protective Life Corp)
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) a). there shall have occurred and be continuing an Event of Default under or (b) Debenture Issuer shall have selected an Extension Period as provided in the Declaration Indenture and such period, or any event thatextension thereof, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declarationshall have commenced and be continuing, then the Guarantor shall may not (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor's capital stock or stock, (by) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank in all respects pari passu with or junior in interest to the Debt Securities Debentures or (z) make any guarantee payment with respect to under any guarantee by the Guarantor of the debt securities of any subsidiary guarantees of the Guarantor if such guarantee ranks that rank in all respects pari passu with or junior in interest to the Debt Securities this Guarantee (other than (i) as a result repurchases, redemptions or other acquisitions of a reclassification shares of the capital stock of the Guarantor (A) in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors, or consultants, (B) in connection with a dividend reinvestment or 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, (ii) as a result of any exchange or conversion of one any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor Guarantor) for another any class or series of the Guarantor's capital stock or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock, (iiiii) 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 into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, exchangedl (iv) any declaration of a dividend in connection with the implementation of a stockholders' any stockholder's rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholder's rights plan, or the redemption or repurchase of any such rights pursuant thereto, or (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and in the form of stock, warrants, options or other rights where the dividend stock purchase plansor 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 interest to such stock).
Appears in 1 contract
Samples: Guarantee Agreement (Union National Financial Corp / Pa)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period Debentures and such extension period, or any extension thereof, shall be deferral is continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or any event of default under the Declaration or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or the lapse of time or both, would constitute an Event event of Default default under the DeclarationIndenture, then (a) the Guarantor shall not (a) declare or pay any dividend dividends on, or make any distributions with respect to, or redeem, purchase, purchase or acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (A) (i) purchases or (b) make any payment acquisitions of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities shares of the Guarantor that rank pari passu Guarantor's capital stock (or capital stock equivalents) in connection with or junior in interest to the Debt Securities or make any guarantee payment with respect to any guarantee satisfaction by the Guarantor of its obligations under any officers, directors or employee benefit plans existing on the debt securities date hereof (or any options or other instruments issued thereunder) or the satisfaction by the Guarantor of its obligations pursuant to any subsidiary contract or security requiring the Guarantor to purchase shares of the 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 Guarantor if such guarantee ranks pari passu with or junior in interest its subsidiaries pursuant to employment agreements existing on the Debt Securities date hereof or upon termination of employment or retirement, (other than (iiii) as a result of a reclassification reclassification, combination or subdivision of the Guarantor's capital stock of the Guarantor or the exchange or conversion of one class or series of the Guarantor's capital stock of the Guarantor for another class or series of the Guarantor's capital stock of the Guarantorstock, (iiiv) dividends or distributions of shares of common stock on common stock, (v) 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 any security being converted into or exchanged for into such capital stock, (iiivi) dividends purchases or distributions other acquisitions of common stock in Common Stock of connection with a dividend reinvestment or other similar plan existing on the Guarantordate hereof, or (ivvii) any declaration dividend or distribution of a dividend capital stock (or capital stock equivalents) in connection with the implementation of a stockholders' stockholders rights planplan existing on the date hereof, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, or (vB) guarantee payments under made with respect to any of the Guarantee foregoing), (b) the Guarantor shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any Debentures issued by the Guarantor that rank PARI PASSU with or junior to the Debentures and (c) the Guarantor shall not make any guarantee payments with respect to the foregoing (other than pursuant hereto or to the Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans).
Appears in 1 contract
Samples: Preferred Securities Guarantee Agreement (Fleetwood Enterprises Inc/De/)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) If the Guarantor has exercised Issuer shall exercise its option right to defer payment of interest payments as provided in Section 4.1, then, prior to the payment of all accrued interest on outstanding Debentures, the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor Issuer shall not (a) declare or pay any dividend dividends on, make any distributions a distribution with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its capital stock or stock, (b) make any payment of interest, principal or premium, if any, on on, or repay, repurchase or redeem redeem, any debt securities of issued by the Guarantor Issuer that rank pari passu equal with or junior in interest to the Debt Securities Debentures or (c) make any guarantee payment payments with respect to any guarantee by the Guarantor foregoing (other than pursuant to the Preferred Securities Guarantee); provided, however, that the restriction in clause (a) shall not apply to (i) purchases or acquisitions of the debt securities Issuer's capital stock in connection with the satisfaction of its obligations under any subsidiary employee benefit plans, stock option plans, employee stock purchase plans or direct reinvestment plans as may be in effect from time to time or the satisfaction of its obligations pursuant to any contract or security outstanding on the Guarantor if date of such guarantee ranks pari passu event requiring the Issuer to purchase its capital stock (other than a contractual obligation ranking equal with or junior in interest to the Debt Securities Debentures), (other than (iii) as a result of a reclassification reclassifications of the Issuer's capital stock of the Guarantor or the exchange or conversion of one class or series of the Issuer's capital stock stock, provided that such reclassification, exchange or conversion does not result in a change in the priority vis-a-vis the Preferred Securities of the Guarantor for another any class or series of the capital stock that is being so reclassified or that is the subject of the Guarantorsuch exchange or conversion, (iiiii) the purchase purchases of fractional interests in shares of the Issuer's capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being bring converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantorexchanged, (iv) any declaration of a stock dividends paid by the Issuer where the dividend in connection with stock is the implementation of a stockholders' rights plan, same stock as that on which the dividend is being paid or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) redemptions or purchases of Common Stock of any rights pursuant to purchase rights contained in any rights agreement as shall be in effect from time to time, which purchase rights are substantially similar to those contained in the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the GuarantorIssuer's benefit plans for its directorsRights Agreement dated November 5, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)1998.
Appears in 1 contract
Limitation of Transactions. So long as any Series D Preferred Securities remain outstanding, if (ia) there shall have occurred an Event of Default, (b) there shall have occurred an Indenture Event of Default or (c) the Guarantor has exercised its option to defer interest payments on the Debt Securities Series D Debentures by extending the interest payment period and such period or extension period, or any extension thereof, thereof shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iii) there shall have occurred and be continuing an Event of Default under the Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declaration, then the Guarantor shall not (ai) declare or pay any dividend on, make any distributions distribution with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its capital stock (other than (A) purchases or acquisitions of shares of Guarantor's common stock (including, without limitation, all classes of common stock now or hereafter issued) in connection with the satisfaction by the Guarantor of its obligations under any employee benefit plans or any other contractual obligation of the Guarantor (other than a contractual obligation ranking pari passu with or junior to the Series D Debentures), (B) the issuance of capital stock in connection with a recapitalization or a reclassification of the Guarantor's capital stock or the exchange or conversion of one class or series of the Guarantor's capital stock for another class or series of the Guarantor's capital stock, in each case by merger or otherwise, or (bC) 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), (ii) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities of issued by the Guarantor that rank pari passu with or junior in interest to the Debt Securities Series D Debentures or (iii) make any guarantee payment payments with respect to the foregoing (other than pursuant to this Series D Preferred Securities Guarantee). In addition, so long as any guarantee by Series D Preferred Securities remain outstanding, the Guarantor (i) will remain the sole direct or indirect owner of all of the debt securities of outstanding Series D Common Securities to be transferred; provided that any subsidiary permitted successor of the Guarantor if such guarantee ranks pari passu with or junior in interest under the Indenture may succeed to the Debt Securities (other than (i) as a result of a reclassification Guarantor's ownership of the capital stock of the Guarantor or the exchange or conversion of one class or series of the capital stock of the Guarantor for another class or series of the capital stock of the Guarantor, Series D Common Securities and (ii) will not take any action which would cause the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant Series D Trust to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged cease to be treated as a grantor trust for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend United States federal income tax purposes except in connection with the implementation a distribution of a stockholders' rights plan, or the issuance of stock under any such plan Series D Debentures as provided in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans)Series D Declaration.
Appears in 1 contract
Samples: Series D Preferred Securities Guarantee Agreement (General Motors Corp)
Limitation of Transactions. So long as any Preferred Securities remain outstanding, if (i) there shall have occurred an event of default under the Guarantor has exercised its option Indenture with respect to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuingDebentures, (ii) the Guarantor there shall be in default with respect to its payment or other obligations under this Preferred Securities a Guarantee Event of Default or (iii) there the Guarantor shall have occurred given notice of its election of an Extension Period as provided in the certificate evidencing the Debentures and be continuing an Event of Default under the Declaration shall not have rescinded such notice, or such Extension Period or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under the Declarationextension thereof shall be continuing, then the Guarantor shall not, and shall not permit any subsidiary of the Guarantor to, (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, acquire or make any a liquidation payment with respect to, any of its the Guarantor's capital stock or (by) make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor that rank pari passu on a parity with or junior in interest to the Debt Securities Debentures or make any guarantee payment payments with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu on a parity with or junior in interest to the Debt Securities Debentures (other than (ia) repurchases, redemptions or other acquisitions of shares of the Guarantor's capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Guarantor's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable default, Guarantee Event of Default or Extension Period, as the case may be, (b) as a result of a reclassification of the capital stock of the Guarantor or the an exchange or conversion of one any class or series of the Guarantor's capital stock (or any capital stock of a subsidiary of the Guarantor Guarantor) for another any class or series of the Guarantor's capital stock or of any class or series of the Guarantor, (ii) the purchase of fractional interests in shares of the capital stock of the Guarantor pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantor, (iv) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the issuance of stock under any such plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (v) payments under the Guarantee and Common Securities Guarantee, (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plans).'s
Appears in 1 contract
Limitation of Transactions. So long as any Preferred Capital Securities remain outstanding, if (i) the Guarantor has exercised its option to defer interest payments on the Debt Securities by extending the interest payment period and such extension period, or any extension thereof, shall be continuing, (ii) the Guarantor shall be in default with respect to its payment or other obligations under this Preferred Securities Guarantee or (iiia) there shall have occurred and be continuing an Event of Default under the or a Declaration or any event that, with the giving of notice or lapse of time or both, would constitute an Event of Default under or (b) the DeclarationGuarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate of the Guarantor controlled by the Guarantor to (ax) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase, acquire, or make any a liquidation payment with respect to, any of its the Guarantor's or such Affiliate's capital stock (other than payments of dividends or distributions to the Guarantor or a Subsidiary of the Guarantor) or make any guarantee payments with respect to the foregoing; or (by) make any payment of interest, principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate of the Guarantor controlled by the Guarantor that rank pari passu in all respects with or junior in interest to the Debt Securities or make any guarantee payment Debentures (other than, with respect to any guarantee by the Guarantor of the debt securities of any subsidiary of the Guarantor if such guarantee ranks pari passu with or junior in interest to the Debt Securities clauses (other than x) and (y) above, (i) as a result repurchases, redemptions or other acquisitions of a reclassification shares of the capital stock of the Guarantor or any Subsidiary of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor or of such Subsidiary (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, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of one any class or series of the Guarantor's capital stock (or any capital stock of a Subsidiary of the Guarantor Guarantor) for another any class or series of the Guarantor's capital stock (or in the case of a Subsidiary of the Guarantor, any class or series of such Subsidiary's capital stock) or of any class or series of the Guarantor's indebtedness for any class or series of the Guarantor's capital stock (iior in the case of indebtedness of a Subsidiary of the Guarantor, of any class or series of such Subsidiary's indebtedness for any class or series of such Subsidiary's capital stock), (iii) the purchase of fractional interests in shares of the Guarantor's capital stock (or the capital stock of a Subsidiary of the Guarantor Gurantor) pursuant to the conversion or exchange provisions of such capital stock or the security being converted into or exchanged for such capital stock, (iii) dividends or distributions in Common Stock of the Guarantorexchanged, (iv) any declaration of a dividend in connection with the implementation of a any stockholders' rights plan, or the issuance of rights, stock or other property under any such plan in the futurestockholders' rights plan, or the redemption or repurchase of any such rights pursuant thereto, (v) any dividend in the 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 such stock and any cash payments under the Guarantee and Common Securities Guaranteein lieu of fractional shares issued in connection therewith, or (vi) purchases of Common Stock of the Guarantor related to the issuance of Common Stock of the Guarantor or rights payments under any of the Guarantor's benefit plans for its directors, officers or employees and (vii) obligations under any dividend reinvestment and stock purchase plansthis Guarantee).
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