Common use of Limitation on Dividends; Transactions with Affiliates Clause in Contracts

Limitation on Dividends; Transactions with Affiliates. (a) If Notes are issued to the Trust or a trustee of the Trust and (i) there shall have occurred any event that would constitute an Event of Default or (ii) the Company shall be in default with respect of its payment or any other obligations under the Preferred Securities Guarantee, then (A) the Company shall not, and shall cause any subsidiary of the Company that is not a wholly owned subsidiary of the Company not to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or the capital stock of any such subsidiary, and (B) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Notes, provided that the foregoing restriction in clause (A) does not apply to any stock dividends paid by the Company, or any of its subsidiaries, where the dividend stock is the same stock as that on which the dividend is being paid. (b) If Notes are issued to the Trust or a trustee of the Trust and the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV hereof and such period, or any extension thereof, shall be continuing, then (A) the Company shall not, and shall cause any subsidiary of the Company that is not a wholly owned subsidiary of the Company not to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock or the capital stock of any such subsidiary, and (B) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which rank pari passu with or junior to the Notes, provided that the foregoing restriction in clause (A) does not apply to any stock dividends paid by the Company, or any of its subsidiaries, where the dividend stock is the same as that on which the dividend is being paid.

Limitation on Dividends; Transactions with Affiliates. (a) If Notes Securities are issued to the a PSE Trust or a trustee of such trust in connection with the issuance of Trust Securities by such PSE Trust and (ia) an Event of Default shall have occured, (b) there shall have occurred any event of which the Issuer has actual knowledge that (i) is, or with the giving of notice or the lapse of time, or both, would constitute an Event of Default or and (ii) in respect of which the Company Issuer shall not have taken reasonable steps to cure, (c) the Issuer shall be in default with respect of to its payment or any other obligations under the Preferred Securities GuaranteeGuarantee or Common Securities Guarantee relating to such Trust Securities or (d) the Issuer shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in any indenture supplemental hereto and such period, or any extension thereof, shall be continuing, then (Ax) the Company Issuer shall not, and shall cause any subsidiary of the Company that is not a wholly owned subsidiary of the Company not to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or the capital stock of any such subsidiarystock, and (By) the Company Issuer shall not make any payment of interest, interest or principal or premiumpremium on, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company Issuer which rank pari passu with or junior to such Securities and (z) the Notes, provided that Issuer shall not make guarantee payments with respect to the foregoing restriction in clause (other than, with respect to clauses (x), (y) and (z), (A) does not apply to any stock dividends paid by the Companyor distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Issuer; (B) any declaration of its subsidiariesa dividend in connection with the implementation of a shareholder's rights plan, where or the dividend issuance of stock is under any such plan in the same stock future, or the redemption or repurchase of any such rights pursuant thereto; (C) payments under the Preferred Securities Guarantee; (D) as that on which the dividend is being paid. (b) If Notes are issued a direct result of, and only to the Trust or extent required in order to avoid the issuance of fractional shares of capital stock, following a trustee reclassification of the Trust and the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV hereof and such period, or any extension thereof, shall be continuing, then (A) the Company shall not, and shall cause any subsidiary of the Company that is not a wholly owned subsidiary of the Company not to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its Issuer's capital stock or the exchange or conversion of one class or series of the Issuer's capital stock for another class or series of any such subsidiary, the Issuer's capital stock; and (BE) the Company shall not make any payment purchase of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by fractional interests in shares of the Company which rank pari passu with or junior Issuer's capital stock pursuant to the Notes, provided that conversion or exchange provisions of such capital stock or the foregoing restriction in clause (A) does not apply to any stock dividends paid by the Company, security being converted or any of its subsidiaries, where the dividend stock is the same as that on which the dividend is being paidexchanged).

Limitation on Dividends; Transactions with Affiliates. (a) If Notes Securities are issued to the a Laclede Trust or a trustee of such trust in connection with the issuance of Trust Securities by such Laclede Trust and (ia) an Event of Default shall have occurred, (b) there shall have occurred any event of which the Issuer has actual knowledge that (i) is, or with the giving of notice or the lapse of time, or both, would constitute an Event of Default or and (ii) in respect of which the Company Issuer shall not have taken reasonable steps to cure, (c) the Issuer shall be in default with respect of to its payment or any other obligations under the Preferred Securities GuaranteeGuarantee or Common Securities Guarantee relating to such Trust Securities or (d) the Issuer shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in any indenture supplemental hereto and such period, or any extension thereof, shall be continuing, then (Ax) the Company Issuer shall not, and shall cause any subsidiary of the Company that is not a wholly owned subsidiary of the Company not to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of its capital stock or the capital stock of any such subsidiarystock, and (By) the Company Issuer shall not make any payment of interest, interest or principal or premiumpremium on, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by the Company which Issuer that rank pari passu with or junior to such Securities and (z) the Notes, provided that Issuer shall not make guarantee payments with respect to the foregoing restriction in clause (other than, with respect to clauses (x), (y) and (z), (A) does not apply to any stock dividends paid by the Companyor distributions in shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Issuer; (B) any declaration of its subsidiariesa dividend in connection with the implementation of a shareholder's rights plan, where or the dividend issuance of stock is under any such plan in the same stock future, or the redemption or repurchase of any such rights pursuant thereto; (C) payments under the Preferred Securities Guarantee; (D) as that on which the dividend is being paid. (b) If Notes are issued a direct result of, and only to the Trust or extent required in order to avoid the issuance of fractional shares of capital stock, following a trustee reclassification of the Trust and the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV hereof and such period, or any extension thereof, shall be continuing, then (A) the Company shall not, and shall cause any subsidiary of the Company that is not a wholly owned subsidiary of the Company not to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its Issuer's capital stock or the exchange or conversion of one class or series of the Issuer's capital stock for another class or series of any such subsidiary, the Issuer's capital stock; and (BE) the Company shall not make any payment purchase of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including guarantees) issued by fractional interests in shares of the Company which rank pari passu with or junior Issuer's capital stock pursuant to the Notes, provided that conversion or exchange provisions of such capital stock or the foregoing restriction in clause (A) does not apply to any stock dividends paid by the Company, security being converted or any of its subsidiaries, where the dividend stock is the same as that on which the dividend is being paidexchanged).

Limitation on Dividends; Transactions with Affiliates. (a) If Notes Securities are issued to the a CMS Energy's Trust or a trustee of such trust in connection with the issuance of Trust Securities by such CMS Energy Trust and (i) there shall have occurred any event of which the Issuer has actual knowledge that (A) with the giving of notice or the lapse of time or both, would constitute an Event of Default or hereunder and (B) in respect of which the Issuer shall not have taken reasonable steps to cure, (ii) the Company Issuer shall be in default with respect of to its payment or of any other obligations under the Preferred Securities GuaranteeGuarantee or (iii) the Issuer shall have given notice of its election to defer payments of interest on such Securities by extending the interest payment period as provided in any indentures supplemental hereto and shall not have rescinded such notice, or such period, or any extension thereof, shall be continuing, then (A) the Company Issuer shall not, and shall cause any subsidiary of the Company that is not a wholly owned subsidiary of the Company Subsidiary not to, (x) declare or pay any dividend dividends or distributions on, make any distributions with respect to, or redeem, purchase or acquirepurchase, acquire or make a liquidation payment with respect to, any shares of its the Issuer's capital stock or the capital stock of any such subsidiary, and (By) the Company shall not make any payment of interestprincipal, principal interest or premium, if any, on or repay, repurchase or redeem any debt securities (including guaranteesguarantees of indebtedness for money borrowed) issued by of the Company which Issuer that rank pari passu with or junior to the NotesSecurities (other than (1) any dividend, provided that the foregoing restriction in clause (A) does not apply to any stock dividends paid by the Companyredemption, or any of its subsidiariesliquidation, where the dividend stock is the same stock as that on which the dividend is being paid. (b) If Notes are issued to the Trust or a trustee of the Trust and the Company shall have given notice of its election to defer payments of interest on the Notes by extending the interest payment period as provided in Article IV hereof and such period, or any extension thereof, shall be continuing, then (A) the Company shall not, and shall cause any subsidiary of the Company that is not a wholly owned subsidiary of the Company not to, declare or pay any dividend on, make any distributions with respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock or the capital stock of any such subsidiary, and (B) the Company shall not make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt guarantee payment by the Issuer where the payment is made by way of securities (including guaranteescapital stock) issued by the Company which that rank pari passu with or junior to the Notessecurities on which such dividend, provided redemption, interest, principal or guarantee payment is being made,(2) payments under the Preferred Securities Guarantee, (3) purchases of Common Stock related to the issuance of Common Stock under any of the Issuer's benefit plans for its directors, officers or employees, (4) as a result of a reclassification of the Issuer's capital stock or the exchange or conversion of one series or class of the Issuer's capital stock for another series or class of the Issuer's capital stock and (5) the purchase of fractional interests in shares of the Issuer's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged). The Issuer also covenants with each Holder of the Securities (i) that for so long as Trust Securities are outstanding not to convert the foregoing restriction Securities except pursuant to a notice of conversion delivered to the Conversion Agent by a holder of Trust Securities and (ii) to maintain directly or indirectly 100% ownership of the Common Securities of the Trust; provided, however, that any permitted successor of the Issuer hereunder may succeed to the Issuer's ownership of such Common Securities, (iii) not to voluntarily terminate, wind-up or liquidate the Trust, except (a) in clause connection with a distribution of the Securities to the holders of Trust Securities in liquidation of the Trust or (Ab) does not apply to any stock dividends paid in connection with certain mergers, consolidations or amalgamations permitted by the CompanyDeclaration and (iv) to use its reasonable efforts, or any consistent with the terms and provisions of its subsidiaries, where the dividend stock is Declaration to cause the same Trust to remain a business trust and not to be classified as that on which the dividend is being paidan association taxable as a corporation for United States Federal income tax purposes.