Maintenance of capital. A Transaction Party must not without the Agent’s prior written consent:
(a) call up or pass a resolution to call up its unpaid share capital;
(b) reduce or pass a resolution to reduce its capital;
(c) buy-back or pass a resolution to buy-back, any of its shares; or
(d) attempt or take any steps to do anything which it is not permitted to do under clauses 9.11(a), 9.11(b) or 9.11(c).
Maintenance of capital. 12.1 The Underwriter shall prepare and provide to the Coverholder, as soon as reasonably practicable following the date upon which any Subsequent Annual Plan is agreed, Forecast Projections for both the corresponding Subsequent Underwriting Year and for the two following Subsequent Underwriting Years (on the basis that the Subsequent Annual Plan remains the same in such Subsequent Underwriting Years).
12.2 The Underwriter shall take all necessary steps to ensure that, at all times during the term of this Agreement, it maintains sufficient capital (including a sufficient capital buffer) to both meet its obligations under the Current Annual Plan, and to ensure that it adheres to all Rating Agency Requirements (where applicable, in accordance with the figures pertaining to the applicable Underwriting Year set out in the Forecast Projections). The Underwriter shall ensure that its adherence to the obligations contained in this Clause 12.2 shall take precedence over any dividend policy that it may have in place.
12.3 The Parties acknowledge that, as at the Commencement Date, FIHL has been placed on Negative Outlook by S&P as a result of the proposed Reorganisation. Accordingly, the Parties Agree that Clauses 12.4 to 12.9 (inc.) shall not apply in relation to S&P for the duration of this current rating Negative Outlook, and shall only apply in relation to S&P to any further Negative Outlooks by S&P that may separately occur at any point during the term of this Agreement.
12.4 Subject to Clause 12.5, the following provisions shall apply during an Initial Negative Outlook Period:
(a) if a Requesting Customer either: (i) wishes to withdraw its existing business from the Underwriter during the applicable term; or (ii) is unwilling to place new (re)insurance business with the Underwriter, in each case due to the Negative Outlook, subject to MGU Holdco promptly notifying FIHL of such Requesting Customers, the Coverholder may place such business with one or more third party capital providers (provided the Negative Outlook has not been reversed before that time) pursuant to clause 12.7(a) of the Framework Agreement; and
(b) clause 13 (Exclusivity and Rights of First Offer / Rights of First Refusal) of the Framework Agreement shall be suspended in respect of any existing or new business that the Coverholder has been requested to place with a third party capital provider by a Requesting Customer under Clause 12.4(a).
12.5 Clause 12.3 shall cease to apply upon the first da...
Maintenance of capital. The Borrower will not make any loan or transfer of assets to any parent, subsidiary or affiliate nor to any officer, shareholder, director, or employee of the Borrower or to any other Person, except for temporary advances in the ordinary course of business and except upon such terms and conditions as may be approved in writing by the JEDA, and the Borrower shall not purchase its own stock for value. The Borrower shall not, without the prior written consent of the Assignee, increase the aggregate compensation of those managers who are a part of the Borrower's executive compensation plan (Exhibit K) from the current amount of $1,165,000 to an amount which exceeds the lesser of (i) 10% of the previous year's aggregate or (ii) an amount which will result in ratios of aggregate executive salaries (Exhibit K) to sales which are no greater than .014:1 in 1995; .016:1 in 1996 and .018:1 in 1997 and in each year thereafter; provided however, that in no event shall overall compensation to management, including without limitation salaries, bonuses, stock options and other employee benefits and incentives, exceed industry average for similarly situation regional air carriers. The compensation shall be set by the compensation committee of the board of directors, whose membership shall have two outside board members and one board member from management. Except to the extent required to prepay the Note, all proceeds from any public offering of stock of the Borrower within five years following the Start-up Date shall be paid in as a capital contribution to the Borrower.
Maintenance of capital. (a) During the term of this Agreement, GECC agrees to maintain sufficient capital in UFLIC to ensure that UFLIC is able to maintain a minimum capital level at the end of each calendar quarter in the amount of 150% of the Company Action Level risk based capital requirements as defined from time to time by the National Association of Insurance Commissioners (together with any successor organization or regulatory agency having similar duties, the “NAIC”) (as may be modified by the last sentence of this paragraph, the “Capital Threshold”). In the event that, at the end of any calendar quarter during the term of this Agreement, UFLIC’s capital level is below the Capital Threshold, GECC shall restore UFLIC’s capital level to the Capital Threshold within 65 days of the end of such calendar quarter. In the event that, at any time during the term of this Agreement, GECC or UFLIC has reason to believe that UFLIC’s capital level has fallen below the Capital Threshold, GECC shall take actions reasonably designed to restore UFLIC’s capital level to the Capital Threshold, it being understood that a precise determination of the amount of capital required by UFLIC to meet the Capital Threshold as of a date other than a quarter end is not practicable and that GECC’s obligations under this sentence shall be on the basis of estimates thereof prepared in good faith by UFLIC. For purposes of this Agreement: (i) if the NAIC ceases to use the term “Company Action Level” in its risk based capital requirements, then “Company Action Level” as used in this Section 1 shall mean the comparable term then used by the NAIC; (ii) if the NAIC modifies the method of calculating risk based capital, then GECC shall maintain UFLIC’s capital at 150% of the Company Action Level determined in accordance with the risk based capital requirements as so modified and (iii) if the NAIC ceases to establish risk based capital requirements, then GECC shall maintain UFLIC’s capital at 150% of the Company Action Level risk based capital requirements as such requirements were last established by the NAIC.
(b) For purposes of this Agreement, UFLIC’s risk based capital levels will be calculated as follows: quarterly risk-based capital will be calculated consistent with procedures applied for the NAIC risk-based capital calculation for UFLIC’s Annual Statement filing. For calculations as of a date other than the end of the year, the C3 component of the risk based capital calculation will be adjusted by the rati...
Maintenance of capital. A Transaction Party must not (and must ensure that each of its Subsidiaries (other than any Dormant Subsidiary) does not):
(a) except as expressly contemplated in clause 2.6, pass a resolution under sections 254N or 260B of the Corporations Act (or equivalent or similar legislation in any other jurisdiction) or make or pass a resolution to make unpaid capital capable of being called up only in certain circumstances;
(b) reduce or pass a resolution to reduce its capital other than to the extent such reduction of capital:
(1) is to be funded from amounts which would otherwise be permitted to be paid as distributions under clause 10.22(a)(6)(C); or
(2) is made with the Mezzanine Agent’s prior written consent;
(c) buy-back or pass a resolution to buy-back, any of its shares other than to the extent that such buy-back:
(1) is to be funded from amounts which would otherwise be permitted to be paid as distributions under clause 10.22(a)(6)(C); or
(2) is made with the Mezzanine Agent’s prior written consent;
(d) acquire any shares or stock in itself except to the extent such acquisition is permitted by law and:
(1) is to be funded from amounts which would otherwise be permitted to be paid as distributions under clause 10.22(a)(6)(C); or
(2) is made with the Mezzanine Agent’s prior written consent; or
(e) attempt or take any steps to do anything which it is not permitted to do under clauses 10.5(a), (b), (c) or (d).
Maintenance of capital. While a Default is continuing, an Obligor must not:
(a) pass a resolution under sections 254N or 260B of the Corporations Act;
(b) reduce or pass a resolution to reduce its capital other than:
(i) by redeeming preference shares which constitute Permitted Financial Indebtedness; or
(ii) with the Lender’s prior written consent;
(c) buy-back or pass a resolution to buy-back, any of its shares other than:
(i) by redeeming preference shares which constitute Permitted Financial Indebtedness; or
(ii) with the Lender’s prior written consent; or
(d) attempt or take any steps to do anything which it is not permitted to do under Clauses 22.4(a), (b) or (c).
Maintenance of capital. (i) Maintain at all times such amount of ---------------------- capital as may be prescribed by the Board of Governors of the Federal Reserve System from time to time, whether by regulation, agreement or order and (ii) be "well capitalized" (as defined in 12 U.S.C. 1831o, as amended, reenacted or redesignated from time to time).
Maintenance of capital. An Obligor must not:
(a) pass a resolution under sections 254N or 260B of the Corporations Act;
(b) reduce or pass a resolution to reduce its capital other than: (1) by redeeming preference shares which constitute Permitted Financial Indebtedness; or
Maintenance of capital. At all times during this Agreement, Seller shall possess sufficient net capital and liquid assets (or ability to access the same) to satisfy its obligations as they become due in the normal course of business.
Maintenance of capital. Evidence satisfactory to the Lender that the paid up share capital of the Borrower is at least Rp 41,589,000,000.
