Option to Defer Interest Payments. (i) The Company shall have the right, at any time and from time to time prior to the Final Maturity Date, to defer the payment of interest on the Debentures for one or more consecutive Interest Periods that do not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Maturity Date or the earlier redemption of the Debentures. If an Event of Default has occurred and is continuing or the Company has given notice of its election to defer interest payments but the Deferral Period has not yet commenced or a Deferral Period is continuing, the Company shall not, and shall not permit any Subsidiary, subject to the exceptions specified in clause (vii) of this Section 2.1(g), to: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any Capital Stock of the Company, (b) make any payment of principal of, or interest or premium, if any, on, or repay, purchase or redeem any debt securities of the Company that rank pari passu with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the Debentures. (ii) At the end of any Deferral Period, the Company shall pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day. (iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g). (iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h). (v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period. (vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination. (vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestment, stock purchase plan or other similar plan, (b) any exchange or conversion of any class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) for any class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, (c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with the conversion or exchange provisions of the Company's Capital Stock or the security or instrument being converted or exchanged, (d) any declaration of a dividend in connection with any stockholders' right plan, or the issuance of rights, equity securities or other property under any stockholders' right plan, or the redemption or repurchase of rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that security.
Appears in 3 contracts
Samples: Third Supplemental Indenture (American International Group Inc), Second Supplemental Indenture (American International Group Inc), Supplemental Indenture (American International Group Inc)
Option to Defer Interest Payments. (ia) The Company shall have may elect at one or more times to defer payment of interest on the rightDebentures (such unpaid interest, at any time the “Deferred Interest”) for one or more consecutive Interest Periods; provided that the interest payable on the Purchase Contract Settlement Date or the Stated Maturity may not be deferred, and from time to time no Interest Payment may be deferred beyond the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Final Maturity Purchase Contract Settlement Date, or the Stated Maturity, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date. Furthermore, in the event of a Successful Remarketing, following the applicable Remarketing Settlement Date, the Company shall have no right to defer the payment of interest on the Debentures for one or more consecutive Interest Periods that do not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Maturity Date or the earlier redemption of the Debentures. If an Event all Deferred Interest has been paid (including compounded interest thereon) and the Company still has the right to defer the payment of Default has occurred interest, the Company may again defer Interest Payments subject to and in accordance with the terms of this Section 4.01.
(b) Deferred Interest on the Debentures will bear interest at the interest rate applicable to the Debentures, and subject to applicable law, such interest will be compounded on each Interest Payment Date to, but excluding, the Interest Payment Date on which such Deferred Interest is paid.
(c) If a Deferral Period is continuing with respect to the Debentures or the Company has given notice of its election to defer interest payments a Deferral Period but the such Deferral Period has not yet commenced or a Deferral Period is continuingcommenced, then until all Deferred Interest (including compounded interest thereon) has been paid, the Company shall will not, and shall not permit any Subsidiary, subject to the exceptions specified in clause :
(vii) of this Section 2.1(g), to: (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of its Capital Stock of the Company, Stock;
(bii) make any payment of principal of, or interest or premium, if any, on, or repay, purchase repurchase or redeem any of its debt securities ranking on a parity with, or ranking junior to, the Debentures (including debt securities of other series issued under the Company that rank pari passu Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee ranks on a parity with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the Debentures.
(iid) At the end of any Deferral PeriodHowever, the Company shall pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the foregoing provisions of Section 2.1(h4.01(c) shall apply to any Deferral Period that is terminated on not prevent or restrict the next Interest Payment Date following the date of consummation of the Business Combination.Company from making:
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's its Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(bii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (c)(i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of any all or a portion of one class or series of the Company's its Capital Stock (or the Capital Stock of any Subsidiary) for any another class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's its Capital Stock, ;
(ciii) the purchase of fractional interests in shares of the its Capital Stock of the Company in accordance with pursuant to the conversion or exchange provisions of the Company's its Capital Stock or the security or instrument being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(div) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(v) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in connection with the future;
(vi) payments on the Debentures, any stockholders' right plantrust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the issuance foregoing, in each case ranking on a parity with the Debentures, so long as the amount of rights, equity payments made on account of such securities or other property guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full; provided that, for the avoidance of doubt, the Company will not be permitted under the Indenture to make interest payments on the Debentures in part; or
(vii) any stockholders' right planpayment of deferred interest or principal on, or the repayment, redemption or repurchase of rights in accordance with any stockholders' rights planof, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the warrants, options or other rights is the same stock as that securities ranking on which the dividend is being paid or ranks pari passu a parity with or ranking junior to such equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities parity or junior securities.
(e) In the event that the Company elects to defer any Interest Payment, the Company shall notify the Trustee and the Holders in writing of such election at least one Business Day prior to the Regular Record Date for the Interest Payment Date on which the Company intends to begin a Deferral Period; provided, however, that the Company’s failure to pay the interest owed on a particular Interest Payment Date shall also constitute the commencement of a Deferral Period, unless such interest is paid within five Business Days after such Interest Payment Date, whether or not the Company provides a notice of deferral.
(f) The Company may pay Deferred Interest (including compounded interest thereon) in cash on any scheduled Interest Payment Date occurring on or prior to (i) the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Purchase Contract Settlement Date, or (ii) the Stated Maturity, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date; provided that such payments are made in accordance with Section 2.1(h) order to end a Deferral Period on any scheduled Interest Payment Date other than the Purchase Contract Settlement Date or the Stated Maturity, the Company must deliver written notice thereof to Holders of the Debentures and the Trustee on or before the relevant Regular Record Date. Deferred Interest paid on any Interest Payment Date shall be payable to the extent it applies), Person in whose name the Debentures are registered at the close of business on the Regular Record Date next preceding such Interest Payment Date.
(g) In the event there is any payment Deferred Interest outstanding, the Company may not elect to conduct an Optional Remarketing.
(h) Notwithstanding anything to the contrary herein, in connection with any Successful Final Remarketing of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, all accrued and unpaid Deferred Interest (including compounded interest thereon), calculated to, but excluding, the Purchase Contract Settlement Date at the Coupon Rate, shall be paid to the Holders of Debentures (whether or not such Debentures were remarketed in such Remarketing), as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that securityapplicable Regular Record Date, on the Purchase Contract Settlement Date in cash.
Appears in 2 contracts
Samples: Supplemental Indenture (American Electric Power Co Inc), Supplemental Indenture (American Electric Power Co Inc)
Option to Defer Interest Payments. (i) The Company shall have the right, at any time and from time to time prior to the Final Maturity Repayment Date, to defer the payment of interest on the Debentures CENts for one or more consecutive Interest Periods that do not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Maturity Repayment Date or the earlier repayment or redemption in full of the DebenturesCENts. If an Event of Default has occurred and is continuing or the Company has given notice of its election to defer interest payments but the Deferral Period has not yet commenced or a Deferral Period is continuingcontinuing or the Company is in default regarding its payment of any obligation under the Guarantee, the Company shall not, and shall not permit any Subsidiary, subject to the exceptions specified in clause (vii) of this Section 2.1(g), to: (aA) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any Capital Stock of the Company’s Capital Stock, (bB) make any payment of principal of, or interest or premium, if any, on, or nor repay, purchase or redeem any Parity Securities or other debt securities of the Company that rank pari passu junior upon the liquidation of the Company to the CENts, or (C) make any guarantee payments with or respect to any guarantee by the Company if such guarantee ranks junior to the Debentures CENts. Notwithstanding the foregoing, at any time, including during a Deferral Period, the Company may: (a) make dividends or distributions payable in its Capital Stock or rights to acquire its Capital Stock and any cash payments in lieu of fractional shares issued in connection therewith; (b) make payments under the Guarantee; (c) make any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or redeem or purchase any rights under any such plan; (d) purchase Capital Stock related to (1) the issuance of Capital Stock or rights under any benefit plans for directors, officers or employees of the Company; (2) the issuance of Capital Stock or rights under a dividend reinvestment and stock purchase plan; (3) the issuance of Capital Stock, or securities convertible into Capital Stock, as consideration in an acquisition transaction that was entered into before the beginning of the Deferral Period; (e) exchange or convert (1) any class or series of the Company’s Capital Stock for any other class or series of its Capital Stock or (2) any class or series of the Company’s indebtedness for any class or series of its Capital Stock; (f) purchase fractional interests in shares of the Company’s Capital Stock pursuant to conversion or exchange provisions of such Capital Stock or the security being converted or exchanged; (g) make payments of current or deferred interest in respect of Parity Securities that are made pro rata in respect of the amounts due on such Parity Securities and the CENts or in accordance with respect clause (4) of Section 2.1(i) to the extent it applies, and make payments of deferred interest on any Guarantee by Parity Securities that were issued prior to the date the CENts are initially issued (“Existing Parity Securities”) that, if not made, would cause the Company to breach the terms of the junior subordinated debt securities instrument governing such Existing Parity Securities; or (h) make payments of any Subsidiary if principal in respect of Parity Securities having an earlier scheduled maturity date than the CENts, as required under a provision of such Guarantee ranks pari passu withParity Securities that is substantially the same as described under Section 2.1(d), or junior and make payments of principal in interest to, respect of Parity Securities having the Debenturessame scheduled maturity date as the CENts that are made on a pro rata basis among such Parity Securities and the CENts.
(ii) At Except as otherwise provided in Section 2.1(p), at the end of any Deferral Period, the Company shall pay all deferred interest on the Debentures CENts (together with compounded interest Additional Interest thereon, if any, at the rate specified for the CENts) to the extent permitted by applicable law), to the Person Persons in whose name the Debentures names that Securities are registered at the close of business on the Business Day next preceding Regular Record Date with respect to the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Subject to Section 2.1(p) and the exceptions set forth in clause (i) above, in the case of any Deferral Period that does not terminate on or prior to the first anniversary of the commencement of such Deferral Period, the Company shall not, nor shall permit any of its Subsidiaries to, prior to the first anniversary of the date on which all deferred interest has been paid, purchase or acquire any securities ranking junior to or pari passu with any Qualifying APM Securities the proceeds of which were used to pay deferred interest pursuant to the Alternative Payment Mechanism during the relevant Deferral Period.
(iv) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(ivv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(vvi) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin or extend any Deferral Period (i) if the Property Trustee is not the sole holder or a holder of the CENts, to the Holders of the CENts and the Trustee at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any next succeeding Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
or (viii) If any Deferral Period lasts longer than one year, if the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities Property Trustee is the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary sole holder of the date on which all deferred interest has been paidCENts, subject to the exceptions set forth in clause (vii) below. If Property Trustee and the Company is involved in a Trustee at least one Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party Day prior to the Business Combination or Continuing Directors cease for any reason to constitute a majority earlier of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions the next Distribution Date or other acquisitions of shares of the Company's Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestment, stock purchase plan or other similar plan, (b) the date the Administrative Trustees are required to give notice to any securities exchange or conversion of any class other applicable self-regulatory organization or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) for any class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, (c) the purchase of fractional interests in shares to holders of the Capital Stock Securities of the Company in accordance with the conversion record date for such Distribution Date or exchange provisions of the Company's Capital Stock or the security or instrument being converted or exchanged, (d) any declaration of a dividend in connection with any stockholders' right plan, or the issuance of rights, equity securities or other property under any stockholders' right plan, or the redemption or repurchase of rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that securityDistribution Date.
Appears in 2 contracts
Samples: Supplemental Indenture (Susquehanna Bancshares Inc), Supplemental Indenture (Susquehanna Bancshares Inc)
Option to Defer Interest Payments. (i) The Company shall have the right, at any time and from time to time prior to the Final Maturity Date, to defer the payment of interest on the Debentures for one or more consecutive Interest Periods that do not exceed 10 years; provided that So long as no Deferral Period shall extend beyond the Final Maturity Date or the earlier redemption of the Debentures. If an Event of Default with respect to the Notes has occurred and is continuing or continuing, at its option, the Company may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Notes until it has given notice paid all accrued interest on the Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. The Company may also elect, at its election option, to shorten the length of any Optional Deferral Period. Any deferred interest on the Notes will accrue Additional Interest as provided for in Section 2.5(a) above. Once the Company pays all deferred interest payments on the Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Notes as described above, but not beyond the Stated Maturity of the Notes. During an Optional Deferral Period has not yet commenced or a Deferral Period is continuingPeriod, the Company shall not, and shall not permit do any Subsidiary, subject to of the exceptions specified in clause following:
(vii) of this Section 2.1(g), to: (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, to any Capital Stock of the Company, ’s capital stock;
(bii) make any payment of principal ofprincipal, or interest or premium, if any, on, or repay, purchase or redeem any of the Company’s debt securities that rank equally with, or junior to, the Notes in right of payment (including debt securities of other series issued under the Company that rank pari passu with or junior to the Debentures or Base Indenture); or
(ciii) make any payments with respect to any Guarantee guarantee by the Company of the junior subordinated debt securities of any Subsidiary indebtedness if such Guarantee guarantee ranks pari passu with, equally with or junior to the Notes in interest toright of payment. However, the Debentures.
(ii) At the end of any Deferral Period, foregoing provisions shall not prevent or restrict the Company shall pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.from making:
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock its capital stock in connection with with:
(1i) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants, agents or independent contractors of the Company or any of its subsidiaries or affiliates;
(ii) the satisfaction of the Company’s obligations pursuant to any contract or security entered into prior to the beginning of such Optional Deferral Period either (a) in the ordinary course of business or (b) other than in anticipation of the commencement of such Optional Deferral Period; or
(iii) a dividend reinvestment or shareholder purchase plan, ;
(b) any exchange payment, dividend, distribution, purchase, repurchase, redemption, other acquisition, exchange, conversion or declaration of a dividend or distribution as a result of any reclassification of the Company’s capital stock;
(c) any exchange, redemption or conversion of any class or series of the Company's Capital Stock (’s capital stock, or the Capital Stock capital stock of one of its subsidiaries, for any Subsidiary) for other class or series of the Company’s capital stock, or of any class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company ’s indebtedness for any class or series of the Company's Capital Stockits capital stock;
(d) any purchase, (c) the purchase redemption or other acquisition of fractional interests in shares of the Capital Stock of the Company in accordance with Company’s capital stock pursuant to the conversion or exchange provisions of the Company's Capital Stock its capital stock or the security or instrument securities being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred or with any split, reclassification or similar transaction;
(de) any declaration of a dividend or distribution in connection with any stockholders' right shareholder rights plan, or the issuance of rights, equity securities stock or other property under any stockholders' right shareholder rights plan, or the redemption redemption, exchange or repurchase purchase of rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, pursuant thereto;
(f) any payment, dividend or distribution made in the Company’s capital stock (or rights to acquire its capital stock), or repurchases, redemptions or acquisitions of capital stock in connection with the issuance or exchange of capital stock (or of securities convertible into or exchangeable for shares of its capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment during a Deferral Period of current interest in respect is deferred;
(g) payments on the Notes, any trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes or other debt securities, or any guarantees of any debt securities of the Company foregoing, in each case that rank pari passu with equal in right of payment to the Debentures that is Notes, made pro rata to the amounts due on such pari passu indebtedness, so long as the amount of payments made on account of such securities or guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the Debentures full payment to which each series of such securities and guarantees is then entitled if paid in full;
(h) any payments of deferred interest on such pari passu payment on, or repayment, redemption or repurchase of, parity securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities parity securities; or
(provided that such i) any regularly scheduled dividend or distribution payments are made in accordance with Section 2.1(h) declared prior to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than that the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that securityapplicable Optional Deferral Period commences.
Appears in 2 contracts
Samples: Third Supplemental Indenture (CVS HEALTH Corp), Second Supplemental Indenture (CVS HEALTH Corp)
Option to Defer Interest Payments. (i) The Company shall have At the rightCompany’s option, at any time and from time to time prior to the Final Maturity Dateit may, to on one or more occasions, defer the payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period until it has paid all accrued interest on the Debentures for one or more consecutive Junior Subordinated Notes from the previous Optional Deferral Period. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest Periods that do at a rate equal to the Coupon Rate then applicable to the Junior Subordinated Notes, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Stated Maturity Date or the earlier redemption of the DebenturesJunior Subordinated Notes. If an Event of Default has occurred and is continuing or Unless the Company has given notice of paid all accrued and payable interest on the Junior Subordinated Notes, it will not and its election to defer interest payments but the Deferral Period has not yet commenced or a Deferral Period is continuing, the Company shall not, and Subsidiaries shall not permit do any Subsidiary, subject to of the exceptions specified in clause (vii) of this Section 2.1(g), tofollowing: (a) • declare or pay any dividends or distributions ondistributions, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, on any Capital Stock of the Company, (b) ’s capital stock; • make any payment of principal of, of or interest or premium, if any, on, on or repay, purchase repurchase or redeem any of its debt securities of the Company that rank pari passu on a parity with or junior to the Debentures or Junior Subordinated Notes (c) make any payments with respect to any Guarantee by the Company of the junior subordinated including debt securities of other series issued under the Base Indenture); or • make any Subsidiary guarantee payments on any guarantee of debt securities if such Guarantee the guarantee ranks pari passu with, on a parity with or junior in interest toto the Junior Subordinated Notes. However, the Debentures.
(ii) At the end of at any time, including during an Optional Deferral Period, the Company shall may: • pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person stock dividends or distributions in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures additional shares of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to capital stock; • declare or pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestment, stock purchase plan or other similar plan, (b) any exchange or conversion of any class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) for any class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, (c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with the conversion or exchange provisions of the Company's Capital Stock or the security or instrument being converted or exchanged, (d) any declaration of a dividend in connection with any stockholders' right the implementation of a shareholders’ rights plan, or the issuance of rights, equity securities or other property issue stock under any stockholders' right plan, or the redemption such a plan or repurchase of rights in accordance with such rights; and • purchase common stock for issuance pursuant to any stockholders' rights plan, (e) any employee benefit plans or dividend in the form of equity securities, warrants, options or other rights where the dividend reinvestment and direct stock or the stock issuable upon exercise of the 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 equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that securitypurchase plans.
Appears in 2 contracts
Samples: First Supplemental Indenture (Dominion Resources Inc /Va/), First Supplemental Indenture (Dominion Resources Inc /Va/)
Option to Defer Interest Payments. (i) The Company shall have So long as there is no Event of Default with respect to the rightJunior Subordinated Notes under the Indenture, the Company, at any time and from time to time prior to the Final Maturity Dateits option, to may, on one or more occasions, defer the payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Debentures Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest as provided for one or more consecutive in Section 2.5(a) above. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest Periods that do accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Stated Maturity Date or the earlier redemption of the DebenturesJunior Subordinated Notes. If an Event of Default has occurred and is continuing or Unless the Company has given notice of its election to defer paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments but on the Deferral Period has Junior Subordinated Notes at such time, it will not yet commenced or a Deferral Period is continuing, the Company shall not, and its Subsidiaries shall not permit do any Subsidiary, subject to of the exceptions specified in clause following:
(vii) of this Section 2.1(g), to: (ai) declare or pay any dividends or distributions ondistributions, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, on any Capital Stock of the Company, ’s capital stock;
(bii) make pay any payment of principal of, or interest or premium, if any, on, on or repay, purchase repurchase or redeem any of the Company’s debt securities of the Company that rank pari passu on parity with or junior to the Debentures or Junior Subordinated Notes in right of payment (cincluding debt securities of other series issued under the Base Indenture); or
(iii) make any payments with respect to any Guarantee by guarantee of indebtedness if the guarantee ranks on parity with or junior to the Junior Subordinated Notes in right of payment. However, the foregoing provisions shall not prevent or restrict the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the Debentures.from making:
(ii) At the end of any Deferral Period, the Company shall pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock its capital stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its capital stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its capital stock, or the exchange or conversion of any all or a portion of one class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) its capital stock for any another class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, its capital stock;
(c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with its capital stock pursuant to the conversion or exchange provisions of the Company's Capital Stock its capital stock or the security or instrument being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred or with any split, reclassification or similar transaction;
(d) dividends or distributions paid or made in its capital stock (or rights to acquire its capital stock), or repurchases, redemptions or acquisitions of capital stock in connection with the issuance or exchange of capital stock (or of securities convertible into or exchangeable for shares of its capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in connection with the future;
(f) payments on the Junior Subordinated Notes, any stockholders' right plantrust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the issuance foregoing, in each case that rank equal in right of rightspayment to the Junior Subordinated Notes, equity so long as the amount of payments made on account of such securities or other property under guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full;
(g) any stockholders' right planpayment of deferred interest or principal on, or the repayment, redemption or repurchase of rights in accordance with any stockholders' rights planof, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu parity securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or parity securities; or
(h) any repayment regularly scheduled dividend or redemption of a security necessary distribution payments declared prior to avoid a breach of the instrument governing date that securitythe applicable Optional Deferral Period commences.
Appears in 2 contracts
Samples: Sixteenth Supplemental Indenture (Dominion Energy, Inc), Supplemental Indenture (Dominion Energy, Inc)
Option to Defer Interest Payments. (i) The Company shall have So long as there is no Event of Default with respect to the rightJunior Subordinated Notes under the Base Indenture, the Company, at any time and from time to time prior to the Final Maturity Dateits option, to may, on one or more occasions, defer the payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to ten consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Debentures for one or more consecutive Interest Periods that do not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Maturity Date or the earlier redemption of the Debentures. If an Event of Default Junior Subordinated Notes until it has occurred and is continuing or the Company has given notice of its election to defer interest payments but the Deferral Period has not yet commenced or a Deferral Period is continuing, the Company shall not, and shall not permit any Subsidiary, subject to the exceptions specified in clause (vii) of this Section 2.1(g), to: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any Capital Stock of the Company, (b) make any payment of principal of, or interest or premium, if any, on, or repay, purchase or redeem any debt securities of the Company that rank pari passu with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the Debentures.
(ii) At the end of any Deferral Period, the Company shall pay paid all deferred accrued interest on the Debentures (together with compounded Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest thereon, if any, shall be payable to the extent permitted by applicable law), to the Person persons in whose name names the Debentures Junior Subordinated Notes are registered at the close of business on the Business Day Record Date next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay . Any deferred interest on any the Junior Subordinated Notes will accrue Additional Interest Payment Date during any Deferral Period at a rate equal to 7.70% per annum, to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Dateapplicable law. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, Once the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which pays all deferred interest has been paidpayments on the Junior Subordinated Notes, subject including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the exceptions set forth in clause (vii) belowJunior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. If Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is involved in a Business Combination where immediately after not deferring any interest payments on the consummation Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.following:
(vii) The restrictions in clauses (i) and declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(viii) make any payment of this Section 2.1(gprincipal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) do make any guarantee payments on any guarantee of debt securities if the guarantee ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not apply to prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of shares of the Company's its Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of any all or a portion of one class or series of the Company's its Capital Stock (or the Capital Stock of any Subsidiary) for any another class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's its Capital Stock, ;
(c) the purchase of fractional interests in shares of the its Capital Stock of the Company in accordance with pursuant to the conversion or exchange provisions of the Company's its Capital Stock or the security or instrument being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend in connection or distribution of or with any stockholders' right plan, or the issuance of rights, equity securities or other property under any stockholders' right plan, or the redemption or repurchase of respect to rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, future; or
(f) payments on the Junior Subordinated Notes, any payment during a Deferral Period of current interest in respect trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any debt securities of the Company foregoing, in each case that rank pari passu with the Debentures that is made pro rata equal in right of payment to the amounts due Junior Subordinated Notes, so long as the amount of payments made on account of such pari passu securities or guarantees is paid on all such securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made guarantees then outstanding on a pro rata basis among one or more in proportion to the full payment to which each series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that securityguarantees is then entitled if paid in full.
Appears in 2 contracts
Samples: First Supplemental Indenture (Scana Corp), First Supplemental Indenture (Scana Corp)
Option to Defer Interest Payments. (ia) The Company shall have may elect at one or more times to defer payment of interest on the rightSeries A Notes (such unpaid interest, at any time the “Deferred Interest”) for one or more consecutive Interest Periods; provided that the interest payable on the Purchase Contract Settlement Date or the Maturity Date may not be deferred, and from time to time no Interest Payment may be deferred beyond the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Final Purchase Contract Settlement Date, or the Maturity Date, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date. Furthermore, in the event of a Successful Remarketing, following the applicable Remarketing Settlement Date, the Company shall have no right to defer the payment of interest on the Debentures for one or more consecutive Series A Notes. If all Deferred Interest Periods that do not exceed 10 years; provided that no has been paid (including compounded interest thereon) and the Company still has the right to defer the payment of interest, the Company may again defer Interest Payments subject to and in accordance with the terms of this SECTION 4.1.
(b) Deferred Interest on the Series A Notes will bear interest at the interest rate applicable to the Series A Notes, and subject to applicable law, such interest will be compounded on each Interest Payment Date to, but excluding, the Interest Payment Date on which such Deferred Interest is paid.
(c) If a Deferral Period shall extend beyond the Final Maturity Date or the earlier redemption of the Debentures. If an Event of Default has occurred and is continuing with respect to the Series A Notes or the Company has given notice of its election to defer interest payments a Deferral Period but the such Deferral Period has not yet commenced or a Deferral Period is continuingcommenced, then until all Deferred Interest (including compounded interest thereon) has been paid, the Company shall will not, and shall not permit any Subsidiary, subject to the exceptions specified in clause :
(vii) of this Section 2.1(g), to: (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of its Capital Stock of the Company, Stock; or
(bii) make any payment of principal of, or interest or premium, if any, on, or repay, purchase repurchase or redeem any of its debt securities ranking on a parity with, or ranking junior to, the Series A Notes (including debt securities of other series issued under the Company that rank pari passu Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee ranks on a parity with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the DebenturesSeries A Notes.
(iid) At the end of any Deferral PeriodHowever, the foregoing provisions of SECTION 4.1(c) shall not prevent or restrict the Company shall pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.from making:
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's its Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(bii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (c)(i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of any all or a portion of one class or series of the Company's its Capital Stock (or the Capital Stock of any Subsidiary) for any another class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's its Capital Stock, ;
(ciii) the purchase of fractional interests in shares of the its Capital Stock of the Company in accordance with pursuant to the conversion or exchange provisions of the Company's its Capital Stock or the security or instrument being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(div) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(v) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in connection with the future;
(vi) payments on the Series A Notes, any stockholders' right plantrust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the issuance foregoing, in each case ranking on a parity with the Series A Notes, so long as the amount of rights, equity payments made on account of such securities or other property guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full; provided that, for the avoidance of doubt, the Company will not be permitted under the Indenture to make interest payments on the Series A Notes in part; or
(vii) any stockholders' right planpayment of deferred interest or principal on, or the repayment, redemption or repurchase of rights in accordance with any stockholders' rights planof, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the warrants, options or other rights is the same stock as that securities ranking on which the dividend is being paid or ranks pari passu a parity with or ranking junior to such equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities Series A Notes that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities parity or junior securities.
(e) In the event that the Company elects to defer any Interest Payment, the Company shall notify the Series Trustee and the Holders in writing of such election at least one Business Day prior to the Regular Record Date for the Interest Payment Date on which the Company intends to begin a Deferral Period; provided, however, that the Company’s failure to pay the interest owed on a particular Interest Payment Date shall also constitute the commencement of a Deferral Period, unless such interest is paid within five Business Days after such Interest Payment Date, whether or not the Company provides a notice of deferral.
(f) The Company may pay Deferred Interest (including compounded interest thereon) in cash on any scheduled Interest Payment Date occurring on or prior to (i) the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Purchase Contract Settlement Date, or (ii) the Stated Maturity, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date; provided that such payments are made in accordance with Section 2.1(h) order to end a Deferral Period on any scheduled Interest Payment Date other than the Purchase Contract Settlement Date or the Stated Maturity, the Company must deliver written notice thereof to Holders of the Series A Notes and the Series Trustee on or before the relevant Regular Record Date. Deferred Interest paid on any Interest Payment Date shall be payable to the extent it applies), Person in whose name the Series A Notes are registered at the close of business on the Regular Record Date next preceding such Interest Payment Date.
(g) In the event there is any payment of principal in respect of pari passu securities having Deferred Interest outstanding, the Company may not elect to conduct an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or Optional Remarketing.
(h) Notwithstanding anything to the contrary herein, in connection with any repayment or redemption of a security necessary to avoid a breach Successful Final Remarketing of the instrument governing that securitySeries A Notes, all accrued and unpaid Deferred Interest (including compounded interest thereon), calculated to, but excluding, the Purchase Contract Settlement Date at the Coupon Rate, shall be paid to the Holders of Series A Notes (whether or not such Series A Notes were remarketed in such Remarketing), as of the applicable Regular Record Date, on the Purchase Contract Settlement Date in cash.
(i) For purposes of the Series A Notes, Section 2.10 of the Base Indenture shall be deemed amended by deleting the remainder of the first sentence following the definition of “Extension Period”.
Appears in 2 contracts
Samples: Supplemental Indenture (Dominion Resources Inc /Va/), Fourth Supplemental Indenture (Dominion Resources Inc /Va/)
Option to Defer Interest Payments. (i) The Company shall have the right, at any time and from time on one or more occasions, to time prior to the Final Maturity Date, elect to defer the payment of interest Interest on the Debentures Notes for one or more consecutive Interest Periods that do not exceed 10 years; provided that no Deferral Period years (which may include a combination of semi-annual and quarterly Interest Periods), without giving rise to a default or an Event of Default or, unless otherwise indicated below, an Enforcement Event. The Company’s right to defer Interest payments shall extend beyond end on the earlier of (A) the Final Maturity Date and (B) any repayment or the earlier redemption of the DebenturesNotes in full prior to the Final Maturity Date. If an Event of Default has occurred and is continuing or Interest shall continue to accrue during Deferral Periods at the Company has given notice of its election to defer then-applicable interest payments but rate for the Deferral Period has not yet commenced or a Deferral Period is continuingNotes, the Company shall not, and shall not permit any Subsidiarycompounding on each Interest Payment Date, subject to the exceptions specified in clause (vii) of this Section 2.1(g), to: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any Capital Stock of the Company, (b) make any payment of principal of, or interest or premium, if any, on, or repay, purchase or redeem any debt securities of the Company that rank pari passu with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the Debenturesapplicable law.
(ii) The Company shall not pay Deferred Interest on the Notes (and Additional Interest thereon) prior to the Final Maturity Date from any source other than Eligible Proceeds, although the Company may pay current interest at all times from any available funds, and the Company is required to pay Deferred Interest on the Notes (and Additional Interest thereon) from all sources (including Eligible Proceeds) following an acceleration of the Notes. To the extent that the Company applies Eligible Proceeds to pay Interest, the Company shall allocate the proceeds first to pay Deferred Interest on the Notes (including Additional Interest thereon) in chronological order based on the date each payment was first deferred.
(iii) At the end of any a 10-year Deferral Period, the Company shall pay all deferred interest Deferred Interest on the Debentures Notes (together with compounded interest including Additional Interest thereon). After the Company makes all payments of Deferred Interest, if any, to the extent permitted by applicable law), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the including Additional Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Datethereon, the Company may elect to begin a again defer Interest payments during new Deferral Period pursuant Periods of up to clause (i) of this Section 2.1(g)10 years each, subject to the requirements therefor set forth herein.
(iv) The Company may elect Each Holder, by such Holder’s acceptance of the Notes, agrees that if a Bankruptcy Event shall occur prior to pay deferred interest on any the redemption or repayment of such Holder’s Notes, such Holder shall not have a claim for, and shall have no right to receive, unpaid Deferred Interest Payment Date during any Deferral Period (including Additional Interest thereon) to the extent permitted by Section 2.1(hthat such Deferred Interest (including Additional Interest thereon) exceeds the sum of (x) Interest that relates to the earliest two years of the portion of the Deferral Period for the Notes for which Interest has not been paid and (y) an amount equal to such Holder’s pro rata share of the excess, if any, of the Preferred Stock Cap over the aggregate amount of net proceeds from the sale of the Company’s Qualifying Non-Cumulative Perpetual Preferred Stock and unconverted and outstanding Mandatorily Convertible Preferred Stock that the Company has applied to pay Interest on the Notes pursuant to the Alternative Payment Mechanism. To the extent such claim for unpaid Deferred Interest (including Additional Interest thereon) exceeds the amount set forth in clause (x), the Holders of the Notes shall be deemed to agree that the amount they receive in respect of such excess shall not exceed the amount they would have received had such claim ranked pari passu with the claims of the holders, if any, of the Company’s Qualifying Non-Cumulative Perpetual Preferred Stock.
(v) The Company shall give the Trustee written notice for each Interest Payment Date on which payment of Interest is going to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one be deferred not less than 1 Business Day nor more than 60 Business Days prior to the Regular Record Date for that such Interest Payment Date. Notwithstanding the previous sentenceHowever, the Company's ’s failure to pay any interest due within five Business Days after any Interest on an Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, constitute the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds commencement of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestment, stock purchase plan or other similar plan, (b) any exchange or conversion of any class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) for any class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, (c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with the conversion or exchange provisions of the Company's Capital Stock or the security or instrument being converted or exchanged, (d) any declaration of a dividend in connection with any stockholders' right plan, or the issuance of rights, equity securities or other property under any stockholders' right plan, or the redemption or repurchase of rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, (f) any payment during a Deferral Period of current interest in with respect of any debt securities to the Notes unless the Company pays such Interest within ten Business Days of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities thatInterest Payment Date, if whether or not made, would cause the Company to breach provides a notice of deferral. For the terms avoidance of doubt, the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any non-payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under such Interest for five Business Days does not give rise to a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that securitydefault hereunder.
Appears in 2 contracts
Samples: Indenture (Symetra Financial CORP), Indenture (Symetra Financial CORP)
Option to Defer Interest Payments. Section 401 Option to Defer Interest Payments.
(ia) The Company shall have the right, at any time and from time to time prior to the Final Maturity Date, to defer the payment of interest on the Debentures for one or more consecutive Interest Periods that do not exceed 10 years; provided that So long as no Deferral Period shall extend beyond the Final Maturity Date or the earlier redemption of the Debentures. If an Event of Default has occurred and is continuing or the Company has given notice of its election to defer interest payments but the Deferral Period has not yet commenced or a Deferral Period is continuing, the Company shall notmay elect, and at its option, on any date other than an Interest Payment Date, to defer the interest payable on the Notes on one or more occasions for for up to five consecutive years (each, a “Deferral Period”). There is no limit on the number of Deferral Periods that may occur. Such deferral shall not permit constitute an Event of Default or any Subsidiary, subject other breach under the Subordinated Indenture or the Notes. Deferred interest shall accrue at the then-applicable interest rate for the Notes (as reset from time to time in accordance with the exceptions specified in clause (vii) terms of this Section 2.1(gthe Notes), to: (a) declare or pay any dividends or distributions oncompounding on each applicable subsequent Interest Payment Date, or redeem, purchase, acquire or make a liquidation payment with respect to, any Capital Stock of the Company, (b) make any payment of principal of, or interest or premium, if any, on, or repay, purchase or redeem any debt securities of the Company that rank pari passu with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the Debentures.
(ii) At the end of any Deferral Period, the Company shall pay all deferred interest on the Debentures (together with compounded interest thereon, if anyuntil paid, to the extent permitted by applicable law), . A Deferral Period with respect to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest Notes terminates on any Interest Payment Date during any where the Company pays all accrued and unpaid interest (including deferred interest, as applicable) in respect of the Notes on such date. No Deferral Period may extend beyond the Maturity Date and, for greater certainty, all accrued and unpaid interest (including deferred interest, as applicable, to the extent permitted by Section 2.1(h)law) in respect of the Notes shall be due and payable on the Maturity Date or any date fixed for redemption of the Notes, as applicable.
(vb) The Unless the Company shall give written notice to has paid all interest that has been deferred or is then payable on the Trustee and Notes, neither the Holders of Guarantor nor the Debentures of its election to begin Company shall:
(i) declare any Deferral Period at least one Business Day prior to dividend on the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to Dividend Restricted Shares or pay any interest due within five Business Days after on any Interest Payment Date shall automatically and without Junior Parity Indebtedness;
(ii) redeem, purchase or otherwise retire any further action by Dividend Restricted Shares or Junior Parity Indebtedness; or
(iii) make any Person be deemed payment to commence holders of, or in respect of, any of the Dividend Restricted Shares or any of the Junior Parity Indebtedness in respect of dividends not declared or paid on such Dividend Restricted Shares or interest not paid on such Junior Parity Indebtedness, respectively.
(c) Notwithstanding the forgoing provisions of Section 401(b), during a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.Guarantor may:
(vii) The restrictions in clauses (i) declare and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions pay dividends or other acquisitions of distributions payable solely in common shares in the capital of the Company's Capital Stock in connection with (1) any Employee Benefit Plan Company or the Assurance Agreement Guarantor, together with cash in lieu of any fractional shares, or options, warrants or rights to subscribe for or purchase common shares in the capital of the Company or the Guarantor;
(2ii) redeem, purchase or otherwise retire any Dividend Restricted Shares out of the net cash proceeds of a dividend reinvestmentsubstantially concurrent issue of Dividend Restricted Shares;
(iii) redeem, stock purchase plan or other similar otherwise retire any Dividend Restricted Shares or rights to subscribe for Dividend Restricted Shares pursuant to any purchase obligation, sinking fund, retraction privilege or mandatory redemption provisions attaching to any series of Dividend Restricted Shares or such rights if under a shareholders rights plan, ;
(biv) any reclassify the Company’s or the Guarantor’s Dividend Restricted Shares or exchange or conversion of any convert Dividend Restricted Shares for another class or series of the Company's Capital Stock (’s or the Capital Stock of any SubsidiaryGuarantor’s share capital;
(v) for any class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, (c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with Dividend Restricted Shares pursuant to the conversion or exchange provisions of the Company's Capital Stock such Dividend Restricted Shares or the security or instrument being converted or exchanged;
(vi) purchase, acquire or withhold Dividend Restricted Shares in connection with the issuance or delivery by the Company or the Guarantor of Dividend Restricted Shares under any dividend reinvestment plan or related to any employment contract, incentive plan, benefit plan or other similar arrangement for the Company’s or the Guarantor’s directors, officers, employees, consultants or advisors;
(vii) declare and pay any dividend on any Dividend Restricted Shares of the Company to the extent owned directly or indirectly by the Guarantor; or
(viii) redeem, purchase or otherwise retire any Dividend Restricted Shares of the Company to the extent owned directly or indirectly by the Guarantor.
(d) any declaration of a dividend in connection with any stockholders' right plan, or the issuance of rights, equity securities or other property under any stockholders' right plan, or Company shall give the redemption or repurchase of rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise Holders of the warrants, options Notes written notice of its election to commence 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 equity securities, (f) any payment during continue a Deferral Period of current interest in respect of any debt securities of at least 10 and not more than 60 days before the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that securitynext Interest Payment Date.
Appears in 1 contract
Option to Defer Interest Payments. (i) The Company shall have At the rightCompany’s option, at any time and from time to time prior to the Final Maturity Dateit may, to on one or more occasions, defer the payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Debentures for one or more consecutive Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest Periods that do at a rate equal to the Coupon Rate then applicable to the Junior Subordinated Notes, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Stated Maturity Date or the earlier redemption of the DebenturesJunior Subordinated Notes. If an Event of Default has occurred and is continuing or Unless the Company has given notice of paid all accrued and payable interest on the Junior Subordinated Notes, it will not and its election to defer interest payments but the Deferral Period has not yet commenced or a Deferral Period is continuing, the Company shall not, and Subsidiaries shall not permit do any Subsidiary, subject to of the exceptions specified in clause (vii) of this Section 2.1(g), tofollowing: (a) • declare or pay any dividends or distributions ondistributions, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, on any Capital Stock of the Company, (b) ’s capital stock; • make any payment of principal of, of or interest or premium, if any, on, on or repay, purchase repurchase or redeem any of its debt securities of the Company that rank pari passu on a parity with or junior to the Debentures or Junior Subordinated Notes (c) make any payments with respect to any Guarantee by the Company of the junior subordinated including debt securities of other series issued under the Base Indenture); or • make any Subsidiary guarantee payments on any guarantee of debt securities if such Guarantee the guarantee ranks pari passu with, on a parity with or junior in interest toto the Junior Subordinated Notes. However, the Debentures.
(ii) At the end of at any time, including during an Optional Deferral Period, the Company shall may: • pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person stock dividends or distributions in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures additional shares of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to capital stock; • declare or pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestment, stock purchase plan or other similar plan, (b) any exchange or conversion of any class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) for any class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, (c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with the conversion or exchange provisions of the Company's Capital Stock or the security or instrument being converted or exchanged, (d) any declaration of a dividend in connection with any stockholders' right the implementation of a shareholders’ rights plan, or the issuance of rights, equity securities or other property issue stock under any stockholders' right plan, or the redemption such a plan or repurchase of rights in accordance with such rights; and • purchase common stock for issuance pursuant to any stockholders' rights plan, (e) any employee benefit plans or dividend in the form of equity securities, warrants, options or other rights where the dividend reinvestment and direct stock or the stock issuable upon exercise of the 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 equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that securitypurchase plans.
Appears in 1 contract
Samples: Second Supplemental Indenture (Dominion Resources Inc /Va/)
Option to Defer Interest Payments. (ia) The Company shall have may elect at one or more times to defer payment of interest on the rightSeries B Notes (such unpaid interest, at any time the “Deferred Interest”) for one or more consecutive Interest Periods; provided that the interest payable on the Purchase Contract Settlement Date or the Stated Maturity may not be deferred, and from time to time no Interest Payment may be deferred beyond the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Final Maturity Purchase Contract Settlement Date, or the Stated Maturity, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date. Furthermore, in the event of a Successful Remarketing, following the applicable Remarketing Settlement Date, the Company shall have no right to defer the payment of interest on the Debentures for one or more consecutive Series B Notes. If all Deferred Interest Periods that do not exceed 10 years; provided that no has been paid (including compounded interest thereon) and the Company still has the right to defer the payment of interest, the Company may again defer Interest Payments subject to and in accordance with the terms of this Section 4.1.
(b) Deferred Interest on the Series B Notes will bear interest at the interest rate applicable to the Series B Notes, and subject to applicable law, such interest will be compounded on each Interest Payment Date to, but excluding, the Interest Payment Date on which such Deferred Interest is paid.
(c) If a Deferral Period shall extend beyond the Final Maturity Date or the earlier redemption of the Debentures. If an Event of Default has occurred and is continuing with respect to the Series B Notes or the Company has given notice of its election to defer interest payments a Deferral Period but the such Deferral Period has not yet commenced or a Deferral Period is continuingcommenced, then until all Deferred Interest (including compounded interest thereon) has been paid, the Company shall not, and shall not permit any Subsidiary, subject to the exceptions specified in clause :
(vii) of this Section 2.1(g), to: (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of its Capital Stock of the Company, Stock; or
(bii) make any payment of principal of, or interest or premium, if any, on, or repay, purchase repurchase or redeem any of its debt securities ranking on a parity with, or ranking junior to, the Series B Notes (including debt securities of other series issued under the Company that rank pari passu Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee ranks on a parity with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the DebenturesSeries B Notes.
(iid) At the end of any Deferral PeriodHowever, the Company shall pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the foregoing provisions of Section 2.1(h4.1(c) shall apply to any Deferral Period that is terminated on not prevent or restrict the next Interest Payment Date following the date of consummation of the Business Combination.Company from making:
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's its Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents, consultants or independent contractors or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(bii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (c)(i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of any all or a portion of one class or series of the Company's its Capital Stock (or the Capital Stock of any Subsidiary) for any another class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's its Capital Stock, ;
(ciii) the purchase of fractional interests in shares of the its Capital Stock of the Company in accordance with pursuant to the conversion or exchange provisions of the Company's its Capital Stock or the security or instrument being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(div) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of its Capital Stock in connection with the issuance or exchange of its Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(v) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in connection with the future;
(vi) payments on the Series A Notes, the Series B Notes, any stockholders' right plantrust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the issuance foregoing, in each case ranking on a parity with the Series B Notes, so long as the amount of rights, equity payments made on account of such securities or other property under guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full; provided that, for the avoidance of doubt, the Company shall not make interest payments on the Series B Notes in part;
(vii) purchases of any stockholders' right plan, or the redemption or repurchase of rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable Series B Notes upon exercise of the warrants, options Put Right in the event of a Failed Final Remarketing or other rights is purchase of any Series A Notes upon exercise of the same stock “Put Right” in the event of a “Failed Final Remarketing” (each as that on which defined in the dividend is being paid or ranks pari passu with or junior to such equity securities, First Supplemental Indenture); or
(fviii) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest or principal on, or repayment, redemption or repurchase of, securities ranking on such pari passu securities a parity with or ranking junior to the Series B Notes that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities parity or junior securities.
(e) In the event that the Company elects to defer any Interest Payment, the Company shall notify the Trustee and the Holders in writing of such election at least one Business Day prior to the Regular Record Date for the Interest Payment Date on which the Company intends to begin a Deferral Period; provided, however, that the Company’s failure to pay the interest owed on a particular Interest Payment Date shall also constitute the commencement of a Deferral Period, unless the Company pays such interest within five Business Days after such Interest Payment Date, whether or not the Company provides a notice of deferral.
(f) The Company may pay Deferred Interest (including compounded interest thereon) in cash on any scheduled Interest Payment Date occurring on or prior to (i) the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Purchase Contract Settlement Date, or (ii) the Stated Maturity, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date; provided that such payments are made in accordance with Section 2.1(h) order to end a Deferral Period on any scheduled Interest Payment Date other than the Purchase Contract Settlement Date or the Stated Maturity, the Company must deliver written notice thereof to Holders of the Series B Notes and the Trustee on or before the relevant Regular Record Date. Deferred Interest paid on any Interest Payment Date shall be payable to the extent it applies), Person in whose name the Series B Notes are registered at the close of business on the Regular Record Date next preceding such Interest Payment Date.
(g) In the event there is any payment of principal in respect of pari passu securities having Deferred Interest outstanding, the Company may not elect to conduct an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or Optional Remarketing.
(h) Notwithstanding anything to the contrary herein, in connection with any repayment or redemption of a security necessary to avoid a breach Successful Final Remarketing of the instrument governing that securitySeries B Notes, all accrued and unpaid Deferred Interest (including compounded interest thereon), calculated to, but excluding, the Purchase Contract Settlement Date at the Coupon Rate, shall be paid to the Holders of Series B Notes (whether or not such Series B Notes were remarketed in such Remarketing), as of the applicable Regular Record Date, on the Purchase Contract Settlement Date in cash.
(i) The provisions of Section 4.9 of the Base Indenture shall not apply to the Series B Notes.
Appears in 1 contract
Samples: Second Supplemental Indenture (South Jersey Industries Inc)
Option to Defer Interest Payments. (i) The Company shall have the right, at any time and from time Pursuant to time prior to the Final Maturity Date, to defer the payment of interest on the Debentures for one or more consecutive Interest Periods that do not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Maturity Date or the earlier redemption Section 3.09 of the Debentures. If an Indenture, so long as no Event of Default has occurred and is continuing or the Company has given notice of its election to defer interest payments but the Deferral Period has not yet commenced or a Deferral Period is continuing, the Company shall not, and shall not permit any Subsidiary, subject to the exceptions specified in clause (vii) of this Section 2.1(g), to: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any Capital Stock of the Company, (b) make any payment of principal of, or interest or premium, if any, on, or repay, purchase or redeem any debt securities of the Company that rank pari passu with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company Debentures, the Corporation shall have a right to defer quarterly interest payments on the Debentures, from time to time, for one or more periods (“Optional Deferral Periods”) of up to 10 consecutive years per Optional Deferral Period. However, a deferral of interest payments cannot extend beyond the Maturity Date of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the Debentures.
(ii) At the end of any . During an Optional Deferral Period, interest will continue to accrue on the Company shall pay all Debentures, compounded quarterly and deferred interest payments will accrue additional interest at a rate equal to the interest rate on the Debentures (together with compounded interest thereon, if anyDebentures, to the extent permitted by applicable law), to the Person in whose name . No interest will be due and payable on the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to until the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Optional Deferral Period and except upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders redemption of the Debentures during the Optional Deferral Period. The Corporation may pay at any time all or any portion of its election the interest accrued to begin any that point during an Optional Deferral Period. At the end of the Optional Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentenceor on any redemption date, the Company's failure Corporation will be obligated to pay any all accrued and unpaid interest. Once all accrued and unpaid interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, on the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest Debentures has been paid, subject to the exceptions set forth in clause (vii) belowCorporation again can defer interest payments on the Debentures as described above, provided that an Optional Deferral Period cannot extend beyond the Maturity Date of the Debentures. If the Company is involved in Corporation defers interest for a Business Combination where immediately after period of 10 consecutive years from the consummation commencement of an Optional Deferral Period, the Corporation will be required to pay all accrued and unpaid interest at the conclusion of the Business Combination more than 50% 10-year period. If the Corporation fails to pay in full all accrued and unpaid interest at the conclusion of the surviving or resulting entity's Voting Stock is owned by the shareholders 10-year period and such failure continues for 30 days, an Event of the other party Default that gives rise to the Business Combination or Continuing Directors cease for any reason to constitute a majority acceleration of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) principal and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestment, stock purchase plan or other similar plan, (b) any exchange or conversion of any class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) for any class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, (c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with the conversion or exchange provisions of the Company's Capital Stock or the security or instrument being converted or exchanged, (d) any declaration of a dividend in connection with any stockholders' right plan, or the issuance of rights, equity securities or other property under any stockholders' right plan, or the redemption or repurchase of rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and will occur under the Indenture. During any period in which the Corporation defers interest payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or Corporation will not, and will cause its majority-owned subsidiaries not to, do any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that security.following:
Appears in 1 contract
Samples: First Supplemental Indenture (Constellation Energy Group Inc)
Option to Defer Interest Payments. (i) The Company shall have So long as there is no Event of Default with respect to the rightJunior Subordinated Notes under the Indenture, the Company, at any time and from time to time prior to the Final Maturity Dateits option, to may, on one or more occasions, defer the payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Debentures Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest as provided for one or more consecutive in Section 2.5(a) above. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest Periods that do accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Stated Maturity Date or the earlier redemption of the DebenturesJunior Subordinated Notes. If an Event of Default has occurred and is continuing or Unless the Company has given notice of its election to defer paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments but on the Deferral Period has Junior Subordinated Notes at such time, it will not yet commenced or a Deferral Period is continuing, the Company shall not, and its Subsidiaries shall not permit do any Subsidiary, subject to of the exceptions specified in clause following:
(vii) of this Section 2.1(g), to: (ai) declare or pay any dividends or distributions ondistributions, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, on any Capital Stock of the Company, ’s capital stock;
(bii) make any payment of principal of, or interest or premium, if any, on, on or repay, purchase repurchase or redeem any of the Company’s debt securities of the Company that rank pari passu on a parity with or junior to the Debentures or Junior Subordinated Notes (c) make any payments with respect to any Guarantee by the Company of the junior subordinated including debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, other series issued under the Debentures.
(ii) At the end of any Deferral Period, the Company shall pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable lawBase Indenture), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period ; or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of make any Deferral Period and upon the payment of all deferred interest and any compounded interest then due guarantee payments on any Interest Payment Dateguarantee of debt securities if the guarantee ranks on a parity with or junior to the Junior Subordinated Notes. However, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company foregoing provisions shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, not prevent or restrict the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.from making:
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock its capital stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its capital stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its capital stock, or the exchange or conversion of any all or a portion of one class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) its capital stock for any another class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, its capital stock;
(c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with its capital stock pursuant to the conversion or exchange provisions of the Company's Capital Stock its capital stock or the security or instrument being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred or with any split, reclassification or similar transaction;
(d) dividends or distributions paid or made in its capital stock (or rights to acquire its capital stock), or repurchases, redemptions or acquisitions of capital stock in connection with the issuance or exchange of capital stock (or of securities convertible into or exchangeable for shares of its capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in connection with the future;
(f) payments on the Junior Subordinated Notes, any stockholders' right plantrust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the issuance foregoing, in each case that rank equal in right of rightspayment to the Junior Subordinated Notes, equity so long as the amount of payments made on account of such securities or other property under guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full;
(g) any stockholders' right planpayment of deferred interest or principal on, or the repayment, redemption or repurchase of rights in accordance with any stockholders' rights planof, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu parity securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or parity securities; or
(h) make any repayment regularly scheduled dividend or redemption of a security necessary distribution payments declared prior to avoid a breach of the instrument governing date that securitythe applicable Optional Deferral Period commences.
Appears in 1 contract
Samples: Tenth Supplemental Indenture (Dominion Resources Inc /Va/)
Option to Defer Interest Payments. (ia) The At the Company’s option, it may, on one or more occasions, defer payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to the Coupon Rate then applicable to the Junior Subordinated Notes, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes.
(b) If the Company shall have the right, at elected to extend any time interest payment period and from time to time prior to the Final Maturity Date, to defer the payment of interest on the Debentures for one Junior Subordinated Notes as contemplated in Section 4.1(a), and any such Optional Deferral Period, or more consecutive Interest Periods that do not exceed 10 years; provided that no Deferral Period any extension thereof, shall extend beyond the Final Maturity Date or the earlier redemption of the Debentures. If an Event of Default has occurred and is continuing or the Company has given notice of its election to defer interest payments but the Deferral Period has not yet commenced or a Deferral Period is be continuing, then the Company shall not, and its Subsidiaries shall not permit not, directly or indirectly, do any Subsidiary, subject to of the exceptions specified in clause (vii) of this Section 2.1(g), tofollowing: (a) • declare or pay any dividends or distributions ondistributions, or redeem, purchase, acquire or make a liquidation payment with respect to, on any Capital Stock of the Company, (b) ’s capital stock; • make any payment of principal of, of or interest or premium, if any, on, on or repay, purchase repurchase or redeem any of its debt securities of the Company (including guarantees) that rank pari passu on a parity with or junior to the Debentures or Junior Subordinated Notes (c) make any payments with respect to any Guarantee by the Company of the junior subordinated including debt securities of other series issued under the Base Indenture); or • make any Subsidiary guarantee payments on any guarantee of debt securities if such Guarantee the guarantee ranks pari passu with, on a parity with or junior in interest toto the Junior Subordinated Notes. However, the Debentures.
(ii) At the end of at any time, including during an Optional Deferral Period, the Company shall may: • pay all deferred interest on dividends or otherwise make payments to Puget Energy in amounts sufficient to permit Puget Energy to pay its operating expenses in the Debentures (together with compounded interest thereonordinary course of business, provided that the proceeds of any such dividends or other payments are used by Puget Energy to pay such operating expenses and are not used by Puget Energy for the purpose of taking any action in respect of its securities that would be prohibited by the restrictions above if such action were taken by the Company; • pay any dividend within 60 days after the date of declaration thereof, if any, the date of declaration was prior to the extent permitted by applicable law)beginning of any interest deferral period, whether optional or mandatory; • pay current interest in respect of debt securities that rank equally with the Junior Subordinated Notes ("parity debt securities”) having the same interest payment date as the Junior Subordinated Notes made ratably to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form holders of one or more Global Securitiesseries of such parity debt securities and the Junior Subordinated Notes in proportion to the respective amounts due on such parity debt securities, at the close of business on the one hand, and on the Junior Subordinated Notes, on the other hand; • make any payment of principal in respect of parity debt securities having the same maturity date 15 days prior as the Junior Subordinated Notes made ratably to the end holders of one or more series of such parity debt securities and the Junior Subordinated Notes in proportion to the respective amounts due on such parity debt securities, on the one hand, and on the Junior Subordinated Notes, on the other hand; • make any payment in respect of guarantees that rank equally with the Junior Subordinated Notes ("parity guarantees") made ratably to the beneficiaries of one or more of such parity guarantees and the holders of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period Junior Subordinated Notes in proportion to the respective accrued and upon the payment of all deferred interest and any compounded interest then unpaid amounts due on any Interest Payment Datesuch parity guarantees, on the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall nothand, and shall cause its Subsidiaries not to purchaseaccrued and unpaid amounts on the Junior Subordinated Notes, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease hand; • make payments for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestment, stock purchase plan or other similar plan, (b) any exchange or conversion of any class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) for any class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, (c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with its capital stock pursuant to the conversion or exchange provisions of the Company's Capital Stock such capital stock or the security or instrument being converted or exchanged; • make payments as a direct result of, (d) any declaration and only to the extent required in order to avoid the issuance of fractional shares of capital stock following, a dividend reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of its capital stock; • acquire capital stock previously issued in connection with any stockholders' right planacquisitions of businesses (which acquisitions of capital stock are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses); • pay stock dividends or distributions in additional shares, warrants or the issuance rights to subscribe for or purchase shares of rights, equity securities or other property under any stockholders' right plan, or the redemption or repurchase of rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights its capital stock where the dividend stock stock, or the stock issuable upon exercise of the warrantssuch warrants or rights, 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 equity securities, (f) any payment during stock; • purchase or repurchase shares of the Company's capital stock pursuant to a Deferral Period of current interest in respect contractually binding requirement to buy stock existing prior to the beginning of any debt securities interest deferral period; or • at such time as the Company’s common stock is registered under Section 12(b) or Section 12(g) of the Company that rank pari passu Exchange Act: • declare or pay a dividend in connection with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption implementation of a security necessary shareholders’ rights plan, or issue stock under such a plan or redeem or repurchase such rights; or • purchase the Company's common stock for issuance pursuant to avoid a breach of the instrument governing that securityany employee or agent benefit plans or dividend reinvestment and direct stock purchase plans.
Appears in 1 contract
Samples: Second Supplemental Indenture (Puget Sound Energy Inc)
Option to Defer Interest Payments. (ia) The Company shall have may elect at one or more times to defer payment of interest on the rightNotes (such unpaid interest, at any time the “Deferred Interest”) for one or more consecutive Interest Periods; provided that the interest payable on the Purchase Contract Settlement Date or the Stated Maturity may not be deferred, and from time to time no Interest Payment may be deferred beyond the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Final Maturity Purchase Contract Settlement Date, or the Stated Maturity, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date. Furthermore, in the event of a Successful Remarketing, following the applicable Remarketing Settlement Date, the Company shall have no right to defer the payment of interest on the Debentures for one or more consecutive Notes. If all Deferred Interest Periods that do not exceed 10 years; provided that no has been paid (including compounded interest thereon) and the Company still has the right to defer the payment of interest, the Company may again defer Interest Payments subject to and in accordance with the terms of this Section 4.1.
(b) Deferred Interest on the Notes will bear interest at the interest rate applicable to the Notes, and subject to applicable law, such interest will be compounded on each Interest Payment Date to, but excluding, the Interest Payment Date on which such Deferred Interest is paid.
(c) If a Deferral Period shall extend beyond the Final Maturity Date or the earlier redemption of the Debentures. If an Event of Default has occurred and is continuing with respect to the Notes or the Company has given notice of its election to defer interest payments a Deferral Period but the such Deferral Period has not yet commenced or a Deferral Period is continuingcommenced, then until all Deferred Interest (including compounded interest thereon) has been paid, the Company shall not, and shall not permit any Subsidiary, subject to the exceptions specified in clause :
(vii) of this Section 2.1(g), to: (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of its Capital Stock of the Company, Stock; or
(bii) make any payment of principal of, or interest or premium, if any, on, or repay, purchase repurchase or redeem any of its debt securities ranking on a parity with, or ranking junior to, the Notes (including debt securities of other series issued under the Company that rank pari passu Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee ranks on a parity with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the DebenturesNotes.
(iid) At the end of any Deferral PeriodHowever, the Company shall pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the foregoing provisions of Section 2.1(h4.1(c) shall apply to any Deferral Period that is terminated on not prevent or restrict the next Interest Payment Date following the date of consummation of the Business Combination.Company from making:
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's its Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(bii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (c)(i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of any all or a portion of one class or series of the Company's its Capital Stock (or the Capital Stock of any Subsidiary) for any another class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's its Capital Stock, ;
(ciii) the purchase of fractional interests in shares of the its Capital Stock of the Company in accordance with pursuant to the conversion or exchange provisions of the Company's its Capital Stock or the security or instrument being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(div) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in exchange for Capital Stock and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(v) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in connection with the future;
(vi) payments on the Notes, any stockholders' right plantrust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the issuance foregoing, in each case ranking on a parity with the Notes, so long as the amount of rights, equity payments made on account of such securities or other property under guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full; provided that, for the avoidance of doubt, the Company shall not make interest payments on the Notes in part;
(vii) any stockholders' right planpayment of deferred interest or principal on, or the repayment, redemption or repurchase of rights in accordance with any stockholders' rights planof, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the warrants, options or other rights is the same stock as that securities ranking on which the dividend is being paid or ranks pari passu a parity with or ranking junior to such equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities Notes that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities parity or junior securities; or
(viii) any derivative transaction entered into to effect any transaction permitted pursuant to clauses (i) through (vii) above.
(e) In the event that the Company elects to defer any Interest Payment, the Company shall notify the Trustee and the Holders in writing of such election at least one Business Day prior to the Regular Record Date for the Interest Payment Date on which the Company intends to begin a Deferral Period; provided that the Company’s failure to pay the interest owed on a particular Interest Payment Date shall also constitute the commencement of a Deferral Period, unless the Company pays such payments are made interest within five Business Days after such Interest Payment Date, whether or not the Company provides a notice of deferral.
(f) The Company may pay Deferred Interest (including compounded interest thereon) in accordance with Section 2.1(hcash on any scheduled Interest Payment Date occurring on or prior to (i) the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the extent it applies)Purchase Contract Settlement Date, or (ii) the Stated Maturity, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date; provided that in order to end a Deferral Period on any scheduled Interest Payment Date other than the Purchase Contract Settlement Date or the Stated Maturity, the Company must deliver written notice thereof to Holders of the Notes and the Trustee on or before the relevant Regular Record Date. Deferred Interest paid on any Interest Payment Date shall be payable to the Person in whose name the Notes are registered at the close of business on the Regular Record Date next preceding such Interest Payment Date.
(g) In the event there is any payment of principal in respect of pari passu securities having Deferred Interest outstanding, the Company may not elect to conduct an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or Optional Remarketing.
(h) Notwithstanding anything to the contrary herein, in connection with any repayment or redemption of a security necessary to avoid a breach Successful Final Remarketing of the instrument governing that securityNotes, all accrued and unpaid Deferred Interest (including compounded interest thereon), calculated to, but excluding, the Purchase Contract Settlement Date at the Coupon Rate, shall be paid to the Holders of Notes (whether or not such Notes were remarketed in such Remarketing), as of the applicable Regular Record Date, on the Purchase Contract Settlement Date in cash.
Appears in 1 contract
Option to Defer Interest Payments. (i) The Company shall have So long as there is no Event of Default with respect to the rightJunior Subordinated Notes under the Indenture, the Company, at any time and from time to time prior to the Final Maturity Dateits option, to may, on one or more occasions, defer the payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Debentures Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest as provided for one or more consecutive in Section 2.5(a) above. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest Periods that do accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Stated Maturity Date or the earlier redemption of the DebenturesJunior Subordinated Notes. If an Event of Default has occurred and is continuing or Unless the Company has given notice of its election to defer paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments but on the Deferral Period has Junior Subordinated Notes at such time, it will not yet commenced or a Deferral Period is continuing, the Company shall not, and its Subsidiaries shall not permit do any Subsidiary, subject to of the exceptions specified in clause following:
(vii) of this Section 2.1(g), to: (ai) declare or pay any dividends or distributions ondistributions, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, on any Capital Stock of the Company, ’s capital stock;
(bii) make pay any payment of principal of, or interest or premium, if any, on, on or repay, purchase repurchase or redeem any of the Company’s debt securities that rank equally with, or junior to, the Junior Subordinated Notes in right of payment (including debt securities of other series issued under the Company that rank pari passu with or junior to the Debentures or Base Indenture); or
(ciii) make any payments with respect to any Guarantee by guarantee of indebtedness if the guarantee ranks equally with or junior to the Junior Subordinated Notes in right of payment. However, the foregoing provisions shall not prevent or restrict the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the Debentures.from making:
(ii) At the end of any Deferral Period, the Company shall pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock its capital stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its capital stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its capital stock, or the exchange or conversion of any all or a portion of one class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) its capital stock for any another class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, its capital stock;
(c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with its capital stock pursuant to the conversion or exchange provisions of the Company's Capital Stock its capital stock or the security or instrument being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred or with any split, reclassification or similar transaction;
(d) dividends or distributions paid or made in its capital stock (or rights to acquire its capital stock), or repurchases, redemptions or acquisitions of capital stock in connection with the issuance or exchange of capital stock (or of securities convertible into or exchangeable for shares of its capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in connection with the future;
(f) payments on the Junior Subordinated Notes, any stockholders' right plantrust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the issuance foregoing, in each case that rank equal in right of rightspayment to the Junior Subordinated Notes, equity so long as the amount of payments made on account of such securities or other property under guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full;
(g) any stockholders' right planpayment of deferred interest or principal on, or the repayment, redemption or repurchase of rights in accordance with any stockholders' rights planof, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu parity securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or parity securities; or
(h) any repayment regularly scheduled dividend or redemption of a security necessary distribution payments declared prior to avoid a breach of the instrument governing date that securitythe applicable Optional Deferral Period commences.
Appears in 1 contract
Samples: Eighteenth Supplemental Indenture (Dominion Energy, Inc)
Option to Defer Interest Payments. (ia) The So long as no Event of Default with respect to the Debentures has occurred and is continuing, the Company shall have the right, at any time and from time to time prior to the Final Maturity Datetime, to defer the payment of interest on the Debentures for one or more Optional Deferral Periods of up to five consecutive Interest Periods that do not exceed 10 years; , provided that no Optional Deferral Period shall extend beyond the Final Maturity Date March 30, 2053, any earlier accelerated maturity date arising from an Event of Default or the any other earlier redemption of the Debentures. If an Event of Default has occurred and is continuing or the Company has given notice of its election to defer interest payments but the Deferral Period has not yet commenced or a Deferral Period is continuing, the Company shall not, and shall not permit any Subsidiary, subject to the exceptions specified in clause (vii) of this Section 2.1(g), to: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any Capital Stock of the Company, .
(b) make During any payment Optional Deferral Period, interest shall continue to accrue on the Debentures, and deferred interest payments shall accrue additional interest at the then applicable interest rate on the Debentures, compounded quarterly as of principal of, each Interest Payment Date to the extent permitted by applicable law. No interest otherwise due during an Optional Deferral Period shall be due and payable on the Debentures until the end of such Optional Deferral Period except upon an acceleration or interest or premium, if any, on, or repay, purchase or redeem any debt securities redemption of the Company that rank pari passu with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if during such Guarantee ranks pari passu with, or junior in interest to, the Debenturesdeferral period.
(iic) At the end of any Optional Deferral Period, the Company shall pay all deferred interest (including compounded interest thereon) on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person Persons in whose name names the Debentures are registered at the close of business on the Business Day next preceding Regular Record Date with respect to the Interest Payment Date at the end of such Optional Deferral Period orPeriod.
(d) At the end of five years following the commencement of any Optional Deferral Period, the Company shall pay all accrued and unpaid deferred interest, including compounded interest thereon, and the Company’s failure to pay all such accrued and unpaid deferred interest, including compounded interest thereon, for a period of 30 days after the conclusion of such five-year period shall result in the event the Debentures cease an Event of Default giving rise to be held in the form a right of one or more Global Securitiesacceleration. If, at the close of business on the date 15 days prior to the end of the any Optional Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of Company shall have paid all deferred interest and any compounded interest then due on any Interest Payment Datethe Debentures, including compounded interest, the Company may elect to begin a new Deferral Period again defer interest payments on the Debentures pursuant to clause (i) of this Section 2.1(g)3.05.
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(ve) The Company shall give written notice of its election to commence or continue any Optional Deferral Period to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to and not more than 60 Business Days before the Regular Record Date for that next Interest Payment Date. Notwithstanding the previous sentenceIn addition, the Company's ’s failure to pay interest on the Debentures on any Interest Payment Date will itself constitute the commencement of an Optional Deferral Period unless the Company pays such interest due within five Business Days after any such Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one yearDate, whether or not the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds provides a notice of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combinationdeferral.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestment, stock purchase plan or other similar plan, (b) any exchange or conversion of any class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) for any class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, (c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with the conversion or exchange provisions of the Company's Capital Stock or the security or instrument being converted or exchanged, (d) any declaration of a dividend in connection with any stockholders' right plan, or the issuance of rights, equity securities or other property under any stockholders' right plan, or the redemption or repurchase of rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that security.
Appears in 1 contract
Samples: First Supplemental Indenture (Hanover Insurance Group, Inc.)
Option to Defer Interest Payments. (i) The Company shall have So long as there is no Event of Default with respect to the rightJunior Subordinated Notes under the Base Indenture, the Company, at any time and from time to time prior to the Final Maturity Dateits option, to may, on one or more occasions, defer the payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to ____ consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Debentures for one or more consecutive Interest Periods that do not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Maturity Date or the earlier redemption of the Debentures. If an Event of Default Junior Subordinated Notes until it has occurred and is continuing or the Company has given notice of its election to defer interest payments but the Deferral Period has not yet commenced or a Deferral Period is continuing, the Company shall not, and shall not permit any Subsidiary, subject to the exceptions specified in clause (vii) of this Section 2.1(g), to: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any Capital Stock of the Company, (b) make any payment of principal of, or interest or premium, if any, on, or repay, purchase or redeem any debt securities of the Company that rank pari passu with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the Debentures.
(ii) At the end of any Deferral Period, the Company shall pay paid all deferred accrued interest on the Debentures (together with compounded Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest thereon, if any, shall be payable to the extent permitted by applicable law), to the Person persons in whose name names the Debentures Junior Subordinated Notes are registered at the close of business on the Business Day Record Date next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay . Any deferred interest on any the Junior Subordinated Notes will accrue Additional Interest Payment Date during any Deferral Period at a rate equal to _____% per annum, to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Dateapplicable law. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, Once the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which pays all deferred interest has been paidpayments on the Junior Subordinated Notes, subject including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the exceptions set forth in clause (vii) belowJunior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. If [Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is involved in a Business Combination where immediately after not deferring any interest payments on the consummation Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.following:
(vii) The restrictions in clauses (i) and declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(vii) make any payment of this Section 2.1(gprincipal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(ii) do make any guarantee payments on any guarantee of debt securities if the guarantee ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not apply to prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of shares of the Company's its Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of any all or a portion of one class or series of the Company's its Capital Stock (or the Capital Stock of any Subsidiary) for any another class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's its Capital Stock, ;
(c) the purchase of fractional interests in shares of the its Capital Stock of the Company in accordance with pursuant to the conversion or exchange provisions of the Company's its Capital Stock or the security or instrument being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend in connection or distribution of or with any stockholders' right plan, or the issuance of rights, equity securities or other property under any stockholders' right plan, or the redemption or repurchase of respect to rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, future; or
(f) payments on the Junior Subordinated Notes, any payment during a Deferral Period of current interest in respect trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any debt securities of the Company foregoing, in each case that rank pari passu with the Debentures that is made pro rata equal in right of payment to the amounts due Junior Subordinated Notes, so long as the amount of payments made on account of such pari passu securities or guarantees is paid on all such securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made guarantees then outstanding on a pro rata basis among one or more in proportion to the full payment to which each series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that securityguarantees is then entitled if paid in full.]
Appears in 1 contract
Samples: Supplemental Indenture (Scana Corp)
Option to Defer Interest Payments. (ia) The Company shall have may elect at one or more times to defer payment of interest on the rightSeries A-2 Notes (such unpaid interest, at any time the “Deferred Interest”) for one or more consecutive Interest Periods; provided that the interest payable on the Purchase Contract Settlement Date or the Maturity Date may not be deferred, and from time to time no Interest Payment may be deferred beyond the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Final Purchase Contract Settlement Date, or the Maturity Date, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date. Furthermore, in the event of a Successful Remarketing, following the applicable Remarketing Settlement Date, the Company shall have no right to defer the payment of interest on the Debentures for one or more consecutive Series A-2 Notes. If all Deferred Interest Periods that do not exceed 10 years; provided that no has been paid (including compounded interest thereon) and the Company still has the right to defer the payment of interest, the Company may again defer Interest Payments subject to and in accordance with the terms of this SECTION 4.1.
(b) Deferred Interest on the Series A-2 Notes will bear interest at the interest rate applicable to the Series A-2 Notes, and subject to applicable law, such interest will be compounded on each Interest Payment Date to, but excluding, the Interest Payment Date on which such Deferred Interest is paid.
(c) If a Deferral Period shall extend beyond the Final Maturity Date or the earlier redemption of the Debentures. If an Event of Default has occurred and is continuing with respect to the Series A-2 Notes or the Company has given notice of its election to defer interest payments a Deferral Period but the such Deferral Period has not yet commenced or a Deferral Period is continuingcommenced, then until all Deferred Interest (including compounded interest thereon) has been paid, the Company shall will not, and shall not permit any Subsidiary, subject to the exceptions specified in clause :
(vii) of this Section 2.1(g), to: (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of its Capital Stock of the Company, Stock; or
(bii) make any payment of principal of, or interest or premium, if any, on, or repay, purchase repurchase or redeem any of its debt securities ranking on a parity with, or ranking junior to, the Series A-2 Notes (including debt securities of other series issued under the Company that rank pari passu Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee ranks on a parity with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the DebenturesSeries A-2 Notes.
(iid) At the end of any Deferral PeriodHowever, the foregoing provisions of SECTION 4.1(c) shall not prevent or restrict the Company shall pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.from making:
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's its Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(bii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (c)(i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of any all or a portion of one class or series of the Company's its Capital Stock (or the Capital Stock of any Subsidiary) for any another class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's its Capital Stock, ;
(ciii) the purchase of fractional interests in shares of the its Capital Stock of the Company in accordance with pursuant to the conversion or exchange provisions of the Company's its Capital Stock or the security or instrument being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(div) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(v) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in connection with the future;
(vi) payments on the Series A-2 Notes, any stockholders' right plantrust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the issuance foregoing, in each case ranking on a parity with the Series A-2 Notes, so long as the amount of rights, equity payments made on account of such securities or other property guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full; provided that, for the avoidance of doubt, the Company will not be permitted under the Indenture to make interest payments on the Series A-2 Notes in part; or
(vii) any stockholders' right planpayment of deferred interest or principal on, or the repayment, redemption or repurchase of rights in accordance with any stockholders' rights planof, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the warrants, options or other rights is the same stock as that securities ranking on which the dividend is being paid or ranks pari passu a parity with or ranking junior to such equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities Series A-2 Notes that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities parity or junior securities.
(e) In the event that the Company elects to defer any Interest Payment, the Company shall notify the Series Trustee and the Holders in writing of such election at least one Business Day prior to the Regular Record Date for the Interest Payment Date on which the Company intends to begin a Deferral Period; provided, however, that the Company’s failure to pay the interest owed on a particular Interest Payment Date shall also constitute the commencement of a Deferral Period, unless such interest is paid within five Business Days after such Interest Payment Date, whether or not the Company provides a notice of deferral.
(f) The Company may pay Deferred Interest (including compounded interest thereon) in cash on any scheduled Interest Payment Date occurring on or prior to (i) the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Purchase Contract Settlement Date, or (ii) the Stated Maturity, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date; provided that such payments are made in accordance with Section 2.1(h) order to end a Deferral Period on any scheduled Interest Payment Date other than the Purchase Contract Settlement Date or the Stated Maturity, the Company must deliver written notice thereof to Holders of the Series A-2 Notes and the Series Trustee on or before the relevant Regular Record Date. Deferred Interest paid on any Interest Payment Date shall be payable to the extent it applies), Person in whose name the Series A-2 Notes are registered at the close of business on the Regular Record Date next preceding such Interest Payment Date.
(g) In the event there is any payment of principal in respect of pari passu securities having Deferred Interest outstanding, the Company may not elect to conduct an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or Optional Remarketing.
(h) Notwithstanding anything to the contrary herein, in connection with any repayment or redemption of a security necessary to avoid a breach Successful Final Remarketing of the instrument governing that securitySeries A-2 Notes, all accrued and unpaid Deferred Interest (including compounded interest thereon), calculated to, but excluding, the Purchase Contract Settlement Date at the Coupon Rate, shall be paid to the Holders of Series A-2 Notes (whether or not such Series A-2 Notes were remarketed in such Remarketing), as of the applicable Regular Record Date, on the Purchase Contract Settlement Date in cash.
(i) For purposes of the Series A-2 Notes, Section 2.10 of the Base Indenture shall be deemed amended by deleting the remainder of the first sentence following the definition of “Extension Period”.
Appears in 1 contract
Samples: Supplemental Indenture (Dominion Resources Inc /Va/)
Option to Defer Interest Payments. (ia) The Company shall have may elect at one or more times to defer payment of interest on the rightSeries A Notes (such unpaid interest, at any time the “Deferred Interest”) for one or more consecutive Interest Periods; provided that the interest payable on the Purchase Contract Settlement Date or the Stated Maturity may not be deferred, and from time to time no Interest Payment may be deferred beyond the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Final Maturity Purchase Contract Settlement Date, or the Stated Maturity, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date. Furthermore, in the event of a Successful Remarketing, following the applicable Remarketing Settlement Date, the Company shall have no right to defer the payment of interest on the Debentures for one or more consecutive Series A Notes. If all Deferred Interest Periods that do not exceed 10 years; provided that no has been paid (including compounded interest thereon) and the Company still has the right to defer the payment of interest, the Company may again defer Interest Payments subject to and in accordance with the terms of this Section 4.1.
(b) Deferred Interest on the Series A Notes will bear interest at the interest rate applicable to the Series A Notes, and subject to applicable law, such interest will be compounded on each Interest Payment Date to, but excluding, the Interest Payment Date on which such Deferred Interest is paid.
(c) If a Deferral Period shall extend beyond the Final Maturity Date or the earlier redemption of the Debentures. If an Event of Default has occurred and is continuing with respect to the Series A Notes or the Company has given notice of its election to defer interest payments a Deferral Period but the such Deferral Period has not yet commenced or a Deferral Period is continuingcommenced, then until all Deferred Interest (including compounded interest thereon) has been paid, the Company shall not, and shall not permit any Subsidiary, subject to the exceptions specified in clause :
(vii) of this Section 2.1(g), to: (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of its Capital Stock of the Company, Stock; or
(bii) make any payment of principal of, or interest or premium, if any, on, or repay, purchase repurchase or redeem any of its debt securities ranking on a parity with, or ranking junior to, the Series A Notes (including debt securities of other series issued under the Company that rank pari passu Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee ranks on a parity with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the DebenturesSeries A Notes.
(iid) At the end of any Deferral PeriodHowever, the Company shall pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the foregoing provisions of Section 2.1(h4.1(c) shall apply to any Deferral Period that is terminated on not prevent or restrict the next Interest Payment Date following the date of consummation of the Business Combination.Company from making:
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's its Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents, consultants or independent contractors or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(bii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (c)(i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of any all or a portion of one class or series of the Company's its Capital Stock (or the Capital Stock of any Subsidiary) for any another class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's its Capital Stock, ;
(ciii) the purchase of fractional interests in shares of the its Capital Stock of the Company in accordance with pursuant to the conversion or exchange provisions of the Company's its Capital Stock or the security or instrument being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(div) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of its Capital Stock in connection with the issuance or exchange of its Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(v) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in connection with the future;
(vi) payments on the Series A Notes, any stockholders' right plantrust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the issuance foregoing, in each case ranking on a parity with the Series A Notes, so long as the amount of rights, equity payments made on account of such securities or other property under guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full; provided that, for the avoidance of doubt, the Company shall not make interest payments on the Series A Notes in part;
(vii) purchases of any stockholders' right plan, or the redemption or repurchase of rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable Series A Notes upon exercise of the warrants, options or other rights is Put Right in the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such equity securities, event of a Failed Final Remarketing; or
(fviii) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest or principal on, or repayment, redemption or repurchase of, securities ranking on such pari passu securities a parity with or ranking junior to the Series A Notes that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities parity or junior securities.
(e) In the event that the Company elects to defer any Interest Payment, the Company shall notify the Trustee and the Holders in writing of such election at least one Business Day prior to the Regular Record Date for the Interest Payment Date on which the Company intends to begin a Deferral Period; provided, however, that the Company’s failure to pay the interest owed on a particular Interest Payment Date shall also constitute the commencement of a Deferral Period, unless the Company pays such interest within five Business Days after such Interest Payment Date, whether or not the Company provides a notice of deferral.
(f) The Company may pay Deferred Interest (including compounded interest thereon) in cash on any scheduled Interest Payment Date occurring on or prior to (i) the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Purchase Contract Settlement Date, or (ii) the Stated Maturity, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date; provided that such payments are made in accordance with Section 2.1(h) order to end a Deferral Period on any scheduled Interest Payment Date other than the Purchase Contract Settlement Date or the Stated Maturity, the Company must deliver written notice thereof to Holders of the Series A Notes and the Trustee on or before the relevant Regular Record Date. Deferred Interest paid on any Interest Payment Date shall be payable to the extent it applies), Person in whose name the Series A Notes are registered at the close of business on the Regular Record Date next preceding such Interest Payment Date.
(g) In the event there is any payment of principal in respect of pari passu securities having Deferred Interest outstanding, the Company may not elect to conduct an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or Optional Remarketing.
(h) Notwithstanding anything to the contrary herein, in connection with any repayment or redemption of a security necessary to avoid a breach Successful Final Remarketing of the instrument governing that securitySeries A Notes, all accrued and unpaid Deferred Interest (including compounded interest thereon), calculated to, but excluding, the Purchase Contract Settlement Date at the Coupon Rate, shall be paid to the Holders of Series A Notes (whether or not such Series A Notes were remarketed in such Remarketing), as of the applicable Regular Record Date, on the Purchase Contract Settlement Date in cash.
(i) The provisions of Section 4.9 of the Base Indenture shall not apply to the Series A Notes.
Appears in 1 contract
Samples: Supplemental Indenture (South Jersey Industries Inc)
Option to Defer Interest Payments. (i) The Company shall have At the rightCompany’s option, at any time and from time to time prior to the Final Maturity Dateit may, to on one or more occasions, defer the payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an "Optional Deferral Period"). A deferral of interest payments may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Debentures for one or more consecutive Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest Periods that do at a rate equal to the Coupon Rate then applicable to the Junior Subordinated Notes, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Stated Maturity Date or the earlier redemption of the DebenturesJunior Subordinated Notes. If an Event of Default has occurred and is continuing or Unless the Company has given notice of paid all accrued and payable interest on the Junior Subordinated Notes, it will not and its election to defer interest payments but the Deferral Period has not yet commenced or a Deferral Period is continuing, the Company shall not, and Subsidiaries shall not permit do any Subsidiary, subject to of the exceptions specified in clause (vii) of this Section 2.1(g), tofollowing: (a) • declare or pay any dividends or distributions ondistributions, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, on any Capital Stock of the Company, (b) ’s capital stock; • make any payment of principal of, of or interest or premium, if any, on, on or repay, purchase repurchase or redeem any of its debt securities of the Company that rank pari passu on a parity with or junior to the Debentures or Junior Subordinated Notes (c) make any payments with respect to any Guarantee by the Company of the junior subordinated including debt securities of other series issued under the Base Indenture); or • make any Subsidiary guarantee payments on any guarantee of debt securities if such Guarantee the guarantee ranks pari passu with, on a parity with or junior in interest toto the Junior Subordinated Notes. However, the Debentures.
(ii) At the end of at any time, including during an Optional Deferral Period, the Company shall may: • pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person stock dividends or distributions in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures additional shares of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to capital stock; • declare or pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestment, stock purchase plan or other similar plan, (b) any exchange or conversion of any class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) for any class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, (c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with the conversion or exchange provisions of the Company's Capital Stock or the security or instrument being converted or exchanged, (d) any declaration of a dividend in connection with any stockholders' right the implementation of a shareholders’ rights plan, or the issuance of rights, equity securities or other property issue stock under any stockholders' right plan, or the redemption such a plan or repurchase of rights in accordance with such rights; and • purchase common stock for issuance pursuant to any stockholders' rights plan, (e) any employee benefit plans or dividend in the form of equity securities, warrants, options or other rights where the dividend reinvestment and direct stock or the stock issuable upon exercise of the 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 equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that securitypurchase plans.
Appears in 1 contract
Samples: Second Supplemental Indenture (Dominion Resources Inc /Va/)
Option to Defer Interest Payments. (i) The Company shall have So long as there is no Event of Default with respect to the rightJunior Subordinated Notes under the Base Indenture, the Company, at any time and from time to time prior to the Final Maturity Dateits option, to may, on one or more occasions, defer the payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to ten consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Debentures for one or more consecutive Interest Periods that do not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Maturity Date or the earlier redemption of the Debentures. If an Event of Default Junior Subordinated Notes until it has occurred and is continuing or the Company has given notice of its election to defer interest payments but the Deferral Period has not yet commenced or a Deferral Period is continuing, the Company shall not, and shall not permit any Subsidiary, subject to the exceptions specified in clause (vii) of this Section 2.1(g), to: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any Capital Stock of the Company, (b) make any payment of principal of, or interest or premium, if any, on, or repay, purchase or redeem any debt securities of the Company that rank pari passu with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the Debentures.
(ii) At the end of any Deferral Period, the Company shall pay paid all deferred accrued interest on the Debentures (together with compounded Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest thereon, if any, shall be payable to the extent permitted by applicable law), to the Person persons in whose name names the Debentures Junior Subordinated Notes are registered at the close of business on the Business Day Record Date next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay . Any deferred interest on any the Junior Subordinated Notes will accrue Additional Interest Payment Date during any Deferral Period at a rate equal to 7.70% per annum, to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Dateapplicable law. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, Once the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which pays all deferred interest has been paidpayments on the Junior Subordinated Notes, subject including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the exceptions set forth in clause (vii) belowJunior Subordinated Notes as described above, but not beyond the Stated Maturity of the Junior Subordinated Notes. If Unless the Company has paid all accrued and payable interest on the Junior Subordinated Notes and is involved in a Business Combination where immediately after not deferring any interest payments on the consummation Junior Subordinated Notes at such time, it will not and its Subsidiaries shall not do any of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.following:
(vii) The restrictions in clauses (i) and declare or pay any dividends or distributions, or redeem, purchase, acquire, or make a liquidation payment on any of the Company’s Capital Stock;
(viii) make any payment of this Section 2.1(gprincipal of or interest or premium, if any, on or repay, repurchase or redeem any of its debt securities that rank on a parity with or junior to the Junior Subordinated Notes (including debt securities of other series issued under the Base Indenture); or
(iii) do make any guarantee payments on any guarantee of debt securities if the guarantee 11 ranks on a parity with or junior to the Junior Subordinated Notes. However, the foregoing provisions shall not apply to prevent or restrict the Company from making:
(a) purchases, redemptions or other acquisitions of shares of the Company's its Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of any all or a portion of one class or series of the Company's its Capital Stock (or the Capital Stock of any Subsidiary) for any another class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's its Capital Stock, ;
(c) the purchase of fractional interests in shares of the its Capital Stock of the Company in accordance with pursuant to the conversion or exchange provisions of the Company's its Capital Stock or the security or instrument being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(d) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend in connection or distribution of or with any stockholders' right plan, or the issuance of rights, equity securities or other property under any stockholders' right plan, or the redemption or repurchase of respect to rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, future; or
(f) payments on the Junior Subordinated Notes, any payment during a Deferral Period of current interest in respect trust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any debt securities of the Company foregoing, in each case that rank pari passu with the Debentures that is made pro rata equal in right of payment to the amounts due Junior Subordinated Notes, so long as the amount of payments made on account of such pari passu securities or guarantees is paid on all such securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made guarantees then outstanding on a pro rata basis among one or more in proportion to the full payment to which each series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that securityguarantees is then entitled if paid in full.
Appears in 1 contract
Option to Defer Interest Payments. (i) The Company shall have the right, at any time and from time to time prior to the Final Maturity Dateon one or more occasions, to defer the payment of interest on the Debentures Notes for one or more consecutive Interest Periods that do not exceed during any period of up to 10 years; provided that no years (which may include a combination of semi-annual and quarterly Interest Periods), (a “Deferral Period Period”) without giving rise to an Event of Default or, unless otherwise indicated below, an Enforcement Event. The Company’s right to defer interest payments shall extend beyond end on the earliest of (A) the Final Maturity Date, (B) any redemption of the Notes in full prior to the Final Maturity Date or (C) the earlier redemption acceleration of the Debentures. If Notes following an Event of Default has occurred Default. Interest on the Notes shall continue to accrue during Deferral Periods at the then-applicable interest rate on the Notes, compounded on each Interest Payment Date, subject to applicable law.
(ii) The Company shall (A) not later than the Business Day immediately following the first Interest Payment Date during a Deferral Period on which the Company elects to pay current interest or, if earlier, the Business Day following the fifth anniversary of the commencement of the relevant Deferral Period, be required to use Commercially Reasonable Efforts to sell Qualifying Securities pursuant to the Alternative Payment Mechanism, subject to the Warrant Issuance Cap, the Preferred Stock Issuance Cap and is continuing or the Share Cap, and unless the Company has delivered to the Trustee notice of a Market Disruption Event, to apply the Eligible Proceeds to the payment of any deferred interest (and Additional Interest thereon) on the next Interest Payment Date, and this requirement shall continue in effect until the end of the Deferral Period; and (B) not pay deferred interest on the Notes (and Additional Interest thereon) prior to the Final Maturity Date from any source other than Eligible Proceeds unless otherwise required at the time by any applicable regulatory authority, although it may pay current interest at all times from any available funds. The Company’s failure to pay interest on the Notes in accordance with the Alternative Payment Mechanism as required by this Supplemental Indenture shall constitute a default under clause (5) of the definition of Enforcement Event in the Indenture, but shall in no event constitute an Event of Default. Notwithstanding anything to the contrary in the Indenture or this Supplemental Indenture, the Trustee shall have no obligation to exercise any remedies with respect to any Enforcement Event arising from such default unless directed to do so in accordance with and subject to the conditions set forth in Sections 5.12 and 6.02(4) of the Indenture. The Trustee may conclusively assume that the Alternative Payment Mechanism has been complied with unless the Company or the Holders of 25% in aggregate principal amount of the Notes have given the Trustee notice to the contrary.
(iii) If the Company is involved in a business combination where immediately after its consummation more than 50% of the surviving entity’s voting stock is owned by the shareholders of the other party to the business combination, then the Alternative Payment Mechanism shall not apply to any interest that is deferred and unpaid as of the date of consummation of the business combination. The Alternative Payment Mechanism shall apply, however, to any interest on the Notes that is deferred after such date.
(iv) To the extent that the Company applies proceeds from the sale of Qualifying Securities to pay interest, the Company shall allocate the proceeds to deferred payments of interest (and Additional Interest thereon) in chronological order based on the date each payment was first deferred.
(v) At the end of a 10-year Deferral Period, the Company shall pay all deferred interest. After the Company makes all interest payments that the Company has deferred, including Additional Interest on the deferred payments, the Company may again defer interest payments during new Deferral Periods of up to 10 years, subject to the requirements therefor set forth herein.
(vi) The Company shall give the Holders of the Notes and the Trustee written notice of its election to defer interest payments but the Deferral Period has not yet commenced or begin a Deferral Period is continuingat least one Business Day before the Regular Record Date for the Interest Payment Date on which such Deferral Period shall begin. However, the Company’s failure to pay interest on an Interest Payment Date shall constitute the commencement of a Deferral Period unless the Company pays such interest within five Business Days of the Interest Payment Date, whether or not it provides a notice of deferral. For the avoidance of doubt, the non-payment of such interest for five Business Days does not give rise to a default under the Indenture.
(vii) So long as any Notes remain Outstanding during any Deferral Period, the Company shall not, and shall not permit any Subsidiary, subject of its Subsidiaries to the exceptions specified in clause (vii) of this Section 2.1(g), to: (a) declare or pay any dividends or distributions any Distributions on, or redeem, purchase, acquire or make a liquidation payment with respect toon, any Capital Stock shares of the Company, (b) ’s capital stock or make any payment of principal of, or interest or premium, if any, on, or repay, purchase repurchase or redeem any of the Company’s debt securities of the Company that rank pari passu with or junior to the Debentures or (c) make Notes. However, at any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu withtime, or junior in interest to, the Debentures.
(ii) At the end of including during any Deferral Period, the Company shall be permitted to: (A) pay all deferred interest on the Debentures (together with compounded interest thereon, if any, dividends or Distributions to the extent permitted by applicable law), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held common shareholders in the form of one additional shares of Common Stock; (B) declare or more Global Securitiespay a dividend in connection with the implementation of a shareholders’ rights plan, at the close of business on the date 15 days prior to the end of the Deferral Periodor issue stock under such a plan, whether or not a Business Day.
(iii) Upon termination of redeem or repurchase any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period rights distributed pursuant to clause such a plan and (iC) of this Section 2.1(g).
(iv) The Company may elect purchase Common Stock for issuance pursuant to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Dateemployee benefit plans. Notwithstanding the previous sentenceIn addition, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If if any Deferral Period lasts longer than one year, the Company shall not, subject to the limited exceptions set forth in this Section 2.01(g)(vii) and shall cause unless required to do so by any applicable regulatory authority, repurchase, or permit its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of Common Stock for a one-year period following the date on which all deferred interest has been paid, subject paid pursuant to the exceptions set forth in clause (vii) belowAlternative Payment Mechanism. If the Company is involved in a Business Combination business combination where immediately after the its consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock ’s voting stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entitybusiness combination, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) immediately preceding sentence shall not apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combinationbusiness combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestment, stock purchase plan or other similar plan, (b) any exchange or conversion of any class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) for any class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, (c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with the conversion or exchange provisions of the Company's Capital Stock or the security or instrument being converted or exchanged, (d) any declaration of a dividend in connection with any stockholders' right plan, or the issuance of rights, equity securities or other property under any stockholders' right plan, or the redemption or repurchase of rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that security.
Appears in 1 contract
Samples: First Supplemental Indenture (Genworth Financial Inc)
Option to Defer Interest Payments. (ia) The So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time and from time to time prior to the Final Maturity DateMaturity, to defer the payment of interest on the Junior Subordinated Debentures for one or more consecutive Interest Periods that do not exceed 10 five years; provided that no Deferral Period shall extend beyond the Final Stated Maturity Date or the earlier repayment or redemption in full of the Debentures. If an Event of Default has occurred and is continuing or the Company has given notice of its election to defer interest payments but the Deferral Period has not yet commenced or a Deferral Period is continuing, the Company shall not, and shall not permit any Subsidiary, subject to the exceptions specified in clause (vii) of this Section 2.1(g), to: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any Capital Stock of the Company, (b) make any payment of principal of, or interest or premium, if any, on, or repay, purchase or redeem any debt securities of the Company that rank pari passu with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the Junior Subordinated Debentures.
(iib) At the end of any Deferral Period, the Company shall pay all deferred interest on the Junior Subordinated Debentures (together with compounded interest Additional Interest thereon, if any, at the rate specified for the Junior Subordinated Debentures) to the extent permitted by applicable law), to the Person Persons in whose name the Debentures Securities are registered at the close of business on the Business Day next preceding Regular Record Date with respect to the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iiic) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (ia) of this Section 2.1(g)3.12.
(ivd) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h)Period.
(ve) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin or extend any Deferral Period to the Trustee and (i) if the Property Trustee is not the sole holder of the Junior Subordinated Debentures, to the Holders of the Junior Subordinated Debentures and the Trustee at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any next succeeding Interest Payment Date shall automatically or (ii) if the Property Trustee is the sole Holder of the Junior Subordinated Debentures, to the Property Trustee and without the Delaware Trustee at least one Business Day prior to the earlier of (a) the next Distribution Date or (b) the date the Administrative Trustees are required to give notice to any further action by any Person be deemed securities exchange or other applicable self-regulatory organization or to commence a Deferral Periodholders of the Capital Securities of the record date for such Distribution Date or of such Distribution Date.
(vif) If The Trustee shall promptly give notice of the Company’s election to begin any Deferral Period lasts longer than one year, to the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary Holders of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business CombinationOutstanding Junior Subordinated Debentures.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestment, stock purchase plan or other similar plan, (b) any exchange or conversion of any class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) for any class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, (c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with the conversion or exchange provisions of the Company's Capital Stock or the security or instrument being converted or exchanged, (d) any declaration of a dividend in connection with any stockholders' right plan, or the issuance of rights, equity securities or other property under any stockholders' right plan, or the redemption or repurchase of rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that security.”
Appears in 1 contract
Samples: First Supplemental Indenture (Susquehanna Bancshares Inc)
Option to Defer Interest Payments. (ia) The Company shall have the rightmay, at any time and from time to time prior to the Final Maturity Dateits option, to on one or more occasions, defer the payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not extend beyond the Stated Maturity of the Junior Subordinated Notes, and the Company may not begin a new Optional Deferral Period until it has paid all accrued interest on the Debentures for one or more consecutive Junior Subordinated Notes from the previous Optional Deferral Period.
(b) Any interest on the Junior Subordinated Notes that has been deferred by the Company pursuant to Section 4.1(a) will accrue Additional Interest Periods that do at a rate equal to the Interest Rate then applicable to the Junior Subordinated Notes, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes pursuant to Section 4.1(a), but not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Stated Maturity Date or the earlier redemption of the Debentures. If an Event of Default has occurred and is continuing or Junior Subordinated Notes.
(c) Subject to the exceptions set forth in Section 4.1(d), unless the Company has given notice of its election to defer paid all accrued and payable interest payments but on the Deferral Period has not yet commenced or a Deferral Period is continuingJunior Subordinated Notes, the Company shall will not, and shall will not permit any Subsidiaryof its Subsidiaries to, subject to do any of the exceptions specified in clause following:
(vii) of this Section 2.1(g), to: (a1) declare or pay any dividends or distributions ondistributions, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, on any Capital Stock of the Company, ’s capital stock;
(b2) make any payment of principal of, of or interest or premium, if any, on, on or repay, purchase repurchase or redeem any of its debt securities of the Company that rank pari passu equally with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, to the Debentures.Junior Subordinated Notes; or
(ii3) At make any guarantee payments on any guarantee of debt securities if the end of any Deferral Period, the Company shall pay all deferred guarantee ranks equally with or junior in interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.Junior Subordinated Notes;
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(vd) The Company shall give written notice be permitted at any time, including during an Optional Deferral Period, to the Trustee and the Holders do any of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.following:
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestment, stock purchase plan or other similar plan, (b) any exchange or conversion of any class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) for any class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, (c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with the conversion or exchange provisions of the Company's Capital Stock or the security or instrument being converted or exchanged, (d) any declaration of a dividend in connection with any stockholders' right plan, or the issuance of rights, equity securities or other property under any stockholders' right plan, or the redemption or repurchase of rights in accordance with any stockholders' rights plan, (e) pay any dividend in the form of equity securitiesstock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu equally with or junior to such equity securities, stock;
(f2) any payment during declare or pay a Deferral Period of current interest dividend in respect of any debt securities of the Company that rank pari passu connection with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption implementation of a security necessary shareholders’ rights plan, or issue stock under such a plan or repurchase such rights; and
(3) purchase the Company’s common stock for issuance pursuant to avoid a breach of the instrument governing that securityany employee benefit plans or dividend reinvestment and stock purchase plans.
Appears in 1 contract
Option to Defer Interest Payments. (ia) The So long as no Event of Default with respect to the Debentures has occurred and is continuing, the Company shall have the right, at any time and from time to time prior to the Final Maturity Datetime, to defer the payment of interest on the Debentures for one or more Optional Deferral Periods of up to five consecutive Interest Periods that do not exceed 10 years; , provided that no Optional Deferral Period shall extend beyond the Final Maturity Date February 27, 2054, any earlier accelerated maturity date arising from an Event of Default or the any earlier redemption of the Debentures. If an Event of Default has occurred and is continuing or the Company has given notice of its election to defer interest payments but the Deferral Period has not yet commenced or a Deferral Period is continuing, the Company shall not, and shall not permit any Subsidiary, subject to the exceptions specified in clause (vii) of this Section 2.1(g), to: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any Capital Stock of the Company, .
(b) make During any payment Optional Deferral Period, interest shall continue to accrue on the Debentures, and deferred interest payments shall accrue additional interest at the then applicable interest rate on the Debentures, compounded quarterly as of principal of, each Interest Payment Date to the extent permitted by applicable law. No interest otherwise due during an Optional Deferral Period shall be due and payable on the Debentures until the end of such Optional Deferral Period except upon an acceleration or interest or premium, if any, on, or repay, purchase or redeem any debt securities redemption of the Company that rank pari passu with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if during such Guarantee ranks pari passu with, or junior in interest to, the Debenturesdeferral period.
(iic) At the end of any Optional Deferral Period, the Company shall pay all deferred interest (including compounded interest thereon) on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person Persons in whose name names the Debentures are registered at the close of business on the Business Day next preceding Record Date with respect to the Interest Payment Date at the end of such Optional Deferral Period orPeriod.
(d) At the end of five years following the commencement of any Optional Deferral Period, the Company shall pay all accrued and unpaid deferred interest, including compounded interest thereon, and the Company’s failure to pay all such accrued and unpaid deferred interest, including compounded interest thereon, for a period of 30 days after the conclusion of such five-year period shall result in the event the Debentures cease an Event of Default giving rise to be held in the form a right of one or more Global Securitiesacceleration. If, at the close of business on the date 15 days prior to the end of the any Optional Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of Company shall have paid all deferred interest and any compounded interest then due on any Interest Payment Datethe Debentures, including compounded interest, the Company may elect to begin a new Deferral Period again defer interest payments on the Debentures pursuant to clause (i) of this Section 2.1(g)3.5.
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(ve) The Company shall give written notice of its election to commence or continue any Optional Deferral Period to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to and not more than 60 Business Days before the Regular Record Date for that next Interest Payment Date. Notwithstanding the previous sentenceIn addition, the Company's ’s failure to pay interest on the Debentures on any Interest Payment Date will itself constitute the commencement of an Optional Deferral Period unless the Company pays such interest due within five Business Days after any such Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one yearDate, whether or not the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds provides a notice of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combinationdeferral.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestment, stock purchase plan or other similar plan, (b) any exchange or conversion of any class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) for any class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, (c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with the conversion or exchange provisions of the Company's Capital Stock or the security or instrument being converted or exchanged, (d) any declaration of a dividend in connection with any stockholders' right plan, or the issuance of rights, equity securities or other property under any stockholders' right plan, or the redemption or repurchase of rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that security.
Appears in 1 contract
Option to Defer Interest Payments. (i) The Company shall have the right, at any time and from time to time prior to the Final Maturity Date, Repayment Date to defer the payment of interest on the Subordinated Debentures for one or more consecutive Interest Periods that do not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Maturity Repayment Date or the earlier repayment or redemption in full of the Subordinated Debentures. If an Event of Default has occurred and is continuing or ; provided, further, that if the Company has given notice of its election to defer interest payments but the Deferral Period has not yet commenced or a Deferral Period is continuingcontinuing or the Company is in default regarding its payment of any obligation under the Guarantee, the Company shall not, and shall not permit any Subsidiary, subject to the exceptions specified in clause (vii) Section 3.11 of this Section 2.1(g)the Indenture, to: (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any Capital Stock of the Company’s capital stock, (bii) other than any repayment of the Subordinated Debentures pursuant to Section 2.1(d) and, except for any partial payments of deferred interest that may be made pursuant to Section 2.1(h), make any payment of principal of, or interest or premium, if any, on, or repay, purchase repurchase or redeem any of the Company’s debt securities of the Company that rank pari passu equally with or junior to the Subordinated Debentures or (ciii) make any guarantee payments with respect to any Guarantee guarantee by the Company of the junior subordinated debt securities debentures of any Subsidiary if such Guarantee guarantee ranks pari passu with, equally with or junior in interest to, to the Subordinated Debentures.
(ii) At the end of any Deferral Period, the Company shall pay all deferred interest on the Subordinated Debentures that has not been cancelled pursuant to Section 2.1(i) (together with compounded interest Additional Interest thereon, if any, at the rate specified for the Subordinated Debentures) to the extent permitted by applicable law), to the Person Persons in whose name the Debentures names that Securities are registered at the close of business on the Business Day next preceding Regular Record Date with respect to the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Subject to Section 2.1(r), in the case of any Deferral Period that does not terminate on or prior to the first anniversary of the commencement of such Deferral Period, the restrictions set forth in clause (i) above shall continue in effect in respect of any redemption, purchase or repurchase of securities that rank equally with or junior to the Subordinated Debentures until the first anniversary of the termination of such Deferral Period.
(iv) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest Additional Interest then due on any Interest Payment DateDate that has not been cancelled pursuant to the last sentence of Section 2.1(h), the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(ivv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(vvi) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin or extend any Deferral Period (i) if the Property Trustee is not the sole holder or a holder of the Subordinated Debentures, to the Holders of the Subordinated Debentures at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any next succeeding Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
or (viii) If any Deferral Period lasts longer than one year, if the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities Property Trustee is the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary sole holder of the date on which all deferred interest has been paidSubordinated Debentures, subject at least one Business Day prior to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation earlier of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions the next Distribution Date or other acquisitions of shares of the Company's Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestment, stock purchase plan or other similar plan, (b) the date the Administrative Trustees are required to give notice to any securities exchange or conversion other applicable self-regulatory organization or to holders of any class or series such Capital Securities of the Company's Capital Stock (or the Capital Stock of any Subsidiary) record date for any class or series of the Company's Capital Stock such Distribution Date or of such Distribution Date, but in any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, (c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with the conversion or exchange provisions of the Company's Capital Stock or the security or instrument being converted or exchanged, (d) any declaration of a dividend in connection with any stockholders' right plan, or the issuance of rights, equity securities or other property under any stockholders' right plan, or the redemption or repurchase of rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 event not less than one Business Day prior to such equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that securityrecord date.
Appears in 1 contract
Option to Defer Interest Payments. (ia) The Company shall have may elect at one or more times to defer payment of interest on the rightSeries A Notes (such unpaid interest, at any time the “Deferred Interest”) for one or more consecutive Interest Periods; provided that the interest payable on the Purchase Contract Settlement Date or the Stated Maturity may not be deferred, and from time to time no Interest Payment may be deferred beyond the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Final Maturity Purchase Contract Settlement Date, or the Stated Maturity, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date. Furthermore, in the event of a Successful Remarketing, following the applicable Remarketing Settlement Date, the Company shall have no right to defer the payment of interest on the Debentures for one or more consecutive Series A Notes. If all Deferred Interest Periods that do not exceed 10 years; provided that no has been paid (including compounded interest thereon) and the Company still has the right to defer the payment of interest, the Company may again defer Interest Payments subject to and in accordance with the terms of this Section 4.1.
(b) Deferred Interest on the Series A Notes will bear interest at the interest rate applicable to the Series A Notes, and subject to applicable law, such interest will be compounded on each Interest Payment Date to, but excluding, the Interest Payment Date on which such Deferred Interest is paid.
(c) If a Deferral Period shall extend beyond the Final Maturity Date or the earlier redemption of the Debentures. If an Event of Default has occurred and is continuing with respect to the Series A Notes or the Company has given notice of its election to defer interest payments a Deferral Period but the such Deferral Period has not yet commenced or a Deferral Period is continuingcommenced, then until all Deferred Interest (including compounded interest thereon) has been paid, the Company shall not, and shall not permit any Subsidiary, subject to the exceptions specified in clause :
(vii) of this Section 2.1(g), to: (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of its Capital Stock of the Company, Stock; or
(bii) make any payment of principal of, or interest or premium, if any, on, or repay, purchase repurchase or redeem any of its debt securities ranking on a parity with, or ranking junior to, the Series A Notes (including debt securities of other series issued under the Company that rank pari passu Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee ranks on a parity with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the DebenturesSeries A Notes.
(iid) At the end of any Deferral PeriodHowever, the Company shall pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the foregoing provisions of Section 2.1(h4.1(c) shall apply to any Deferral Period that is terminated on not prevent or restrict the next Interest Payment Date following the date of consummation of the Business Combination.Company from making:
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's its Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(bii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (c)(i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of any all or a portion of one class or series of the Company's its Capital Stock (or the Capital Stock of any Subsidiary) for any another class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's its Capital Stock, ;
(ciii) the purchase of fractional interests in shares of the its Capital Stock of the Company in accordance with pursuant to the conversion or exchange provisions of the Company's its Capital Stock or the security or instrument being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(div) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(v) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in connection with the future;
(vi) payments on the Series A Notes, any stockholders' right plantrust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the issuance foregoing, in each case ranking on a parity with the Series A Notes, so long as the amount of rights, equity payments made on account of such securities or other property under guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full; provided that, for the avoidance of doubt, the Company shall not make interest payments on the Series A Notes in part; or
(vii) any stockholders' right planpayment of deferred interest or principal on, or the repayment, redemption or repurchase of rights in accordance with any stockholders' rights planof, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the warrants, options or other rights is the same stock as that securities ranking on which the dividend is being paid or ranks pari passu a parity with or ranking junior to such equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities Series A Notes that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities parity or junior securities.
(e) In the event that the Company elects to defer any Interest Payment, the Company shall notify the Trustee and the Holders in writing of such election at least one Business Day prior to the Regular Record Date for the Interest Payment Date on which the Company intends to begin a Deferral Period; provided, however, that the Company’s failure to pay the interest owed on a particular Interest Payment Date shall also constitute the commencement of a Deferral Period, unless the Company pays such interest within five Business Days after such Interest Payment Date, whether or not the Company provides a notice of deferral.
(f) The Company may pay Deferred Interest (including compounded interest thereon) in cash on any scheduled Interest Payment Date occurring on or prior to (i) the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Purchase Contract Settlement Date, or (ii) the Stated Maturity, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date; provided that such payments are made in accordance with Section 2.1(h) order to end a Deferral Period on any scheduled Interest Payment Date other than the Purchase Contract Settlement Date or the Stated Maturity, the Company must deliver written notice thereof to Holders of the Series A Notes and the Trustee on or before the relevant Regular Record Date. Deferred Interest paid on any Interest Payment Date shall be payable to the extent it applies), Person in whose name the Series A Notes are registered at the close of business on the Regular Record Date next preceding such Interest Payment Date.
(g) In the event there is any payment of principal in respect of pari passu securities having Deferred Interest outstanding, the Company may not elect to conduct an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or Optional Remarketing.
(h) Notwithstanding anything to the contrary herein, in connection with any repayment or redemption of a security necessary to avoid a breach Successful Final Remarketing of the instrument governing that securitySeries A Notes, all accrued and unpaid Deferred Interest (including compounded interest thereon), calculated to, but excluding, the Purchase Contract Settlement Date at the Coupon Rate, shall be paid to the Holders of Series A Notes (whether or not such Series A Notes were remarketed in such Remarketing), as of the applicable Regular Record Date, on the Purchase Contract Settlement Date in cash.
Appears in 1 contract
Option to Defer Interest Payments. (ia) The So long as no Event of Default with respect to the Debentures has occurred and is continuing, the Company shall have the right, at any time and from time to time prior time, to the Final Maturity Date, elect to defer the payment of interest on the Debentures for one or more consecutive Interest Periods that do not exceed 10 yearsfive years for any single Extension Period; provided that no Deferral Extension Period shall extend beyond the Final Maturity Date Stated Maturity, any earlier accelerated maturity date arising from an Event of Default or the any other earlier redemption of the Debentures.
(b) During any Extension Period, interest shall continue to accrue on the Debentures, and deferred interest payments shall accrue Additional Interest at the same rate, compounded on each Interest Payment Date to the extent permitted by applicable law. If During any Extension Period, the Company shall have the right to make partial payments of interest on any Interest Payment Date; provided, however, that the Company shall not pay current interest on the Debentures until the Company has paid all accrued and unpaid deferred interest, including any Additional Interest. No interest otherwise due during an Extension Period shall be due and payable on the Debentures until the end of such Extension Period except upon an acceleration arising from an Event of Default has occurred and is continuing or the Company has given notice of its election to defer interest payments but the Deferral Period has not yet commenced or a Deferral Period is continuing, the Company shall not, and shall not permit any Subsidiary, subject to the exceptions specified in clause (vii) of this Section 2.1(g), to: (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any Capital Stock redemption of the Company, (b) make any payment of principal of, or interest or premium, if any, on, or repay, purchase or redeem any debt securities of the Company that rank pari passu with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if during such Guarantee ranks pari passu with, or junior in interest to, the DebenturesExtension Period.
(iic) At the end of five years following the commencement of any Deferral Extension Period, the Company shall pay all accrued and unpaid deferred interest (including Additional Interest) on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person Persons in whose name names the Debentures are registered at the close of business on the Business Day next preceding Regular Record Date with respect to the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global SecuritiesExtension Period.
(d) If, at the close of business on the date 15 days prior to the end of the Deferral any Extension Period, whether or not a Business Day.
(iii) Upon termination of any Deferral Period and upon the payment of Company shall have paid all deferred interest and any compounded interest then due on any Interest Payment Datethe Debentures, including Additional Interest, the Company may elect to begin a new Deferral Period again defer interest payments on the Debentures pursuant to clause (i) of this Section 2.1(g)2.04.
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(ve) The Company shall give written notice of its election to commence or continue any Extension Period to the Trustee and the Holders holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral commencement or continuance of such Extension Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestment, stock purchase plan or other similar plan, (b) any exchange or conversion of any class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) for any class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, (c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with the conversion or exchange provisions of the Company's Capital Stock or the security or instrument being converted or exchanged, (d) any declaration of a dividend in connection with any stockholders' right plan, or the issuance of rights, equity securities or other property under any stockholders' right plan, or the redemption or repurchase of rights in accordance with any stockholders' rights plan, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or (h) any repayment or redemption of a security necessary to avoid a breach of the instrument governing that security.
Appears in 1 contract
Samples: First Supplemental Indenture (Brighthouse Financial, Inc.)
Option to Defer Interest Payments. (i) The Company shall have So long as there is no Event of Default with respect to the rightJunior Subordinated Notes under the Indenture, the Company, at any time and from time to time prior to the Final Maturity Dateits option, to may, on one or more occasions, defer the payment of all or part of the current and accrued interest otherwise due on the Junior Subordinated Notes for a period of up to 10 consecutive years (each period, commencing on the date that the first such interest payment would otherwise have been made, an “Optional Deferral Period”). A deferral of interest payments may not end on a date other than an Interest Payment Date and may not extend beyond the Stated Maturity of the Junior Subordinated Notes (October 1, 2054), and the Company may not begin a new Optional Deferral Period and may not pay current interest on the Debentures for one or more consecutive Junior Subordinated Notes until it has paid all accrued interest on the Junior Subordinated Notes from the previous Optional Deferral Period. Such accrued interest shall be payable to the persons in whose names the Junior Subordinated Notes are registered at the close of business on the Record Date next preceding such Interest Periods that do Payment Date. Any deferred interest on the Junior Subordinated Notes will accrue Additional Interest at a rate equal to the Coupon Rate then applicable to the Junior Subordinated Notes, to the extent permitted by applicable law. Once the Company pays all deferred interest payments on the Junior Subordinated Notes, including any Additional Interest accrued on the deferred interest, it shall be entitled to again defer interest payments on the Junior Subordinated Notes as described above, but not exceed 10 years; provided that no Deferral Period shall extend beyond the Final Stated Maturity Date or the earlier redemption of the DebenturesJunior Subordinated Notes. If an Event of Default has occurred and is continuing or Unless the Company has given notice of its election to defer paid all accrued and payable interest on the Junior Subordinated Notes and is not deferring any interest payments but on the Deferral Period has Junior Subordinated Notes at such time, it will not yet commenced or a Deferral Period is continuing, the Company shall not, and its Subsidiaries shall not permit do any Subsidiary, subject to of the exceptions specified in clause following:
(vii) of this Section 2.1(g), to: (ai) declare or pay any dividends or distributions ondistributions, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, on any Capital Stock of the Company, ’s capital stock;
(bii) make any payment of principal of, or interest or premium, if any, on, on or repay, purchase repurchase or redeem any of the Company’s debt securities of the Company that rank pari passu on a parity with or junior to the Debentures or Junior Subordinated Notes (c) make any payments with respect to any Guarantee by the Company of the junior subordinated including debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, other series issued under the Debentures.
(ii) At the end of any Deferral Period, the Company shall pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable lawBase Indenture), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period ; or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.
(iii) Upon termination of make any Deferral Period and upon the payment of all deferred interest and any compounded interest then due guarantee payments on any Interest Payment Dateguarantee of debt securities if the guarantee ranks on a parity with or junior to the Junior Subordinated Notes. However, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company foregoing provisions shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, not prevent or restrict the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.from making:
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's Capital Stock its capital stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its capital stock;
(b) any payment, repayment, redemption, purchase, acquisition or declaration of dividend described in clause (i) above as a result of a reclassification of its capital stock, or the exchange or conversion of any all or a portion of one class or series of the Company's Capital Stock (or the Capital Stock of any Subsidiary) its capital stock for any another class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's Capital Stock, its capital stock;
(c) the purchase of fractional interests in shares of the Capital Stock of the Company in accordance with its capital stock pursuant to the conversion or exchange provisions of the Company's Capital Stock its capital stock or the security or instrument being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred or with any split, reclassification or similar transaction;
(d) dividends or distributions paid or made in its capital stock (or rights to acquire its capital stock), or repurchases, redemptions or acquisitions of capital stock in connection with the issuance or exchange of capital stock (or of securities convertible into or exchangeable for shares of its capital stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(e) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in connection with the future;
(f) payments on the Junior Subordinated Notes, any stockholders' right plantrust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the issuance foregoing, in each case that rank equal in right of rightspayment to the Junior Subordinated Notes, equity so long as the amount of payments made on account of such securities or other property under guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full;
(g) any stockholders' right planpayment of deferred interest or principal on, or the repayment, redemption or repurchase of rights in accordance with any stockholders' rights planof, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the 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 equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu parity securities that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities (provided that such payments are made in accordance with Section 2.1(h) to the extent it applies), (g) any payment of principal in respect of pari passu securities having an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or parity securities; or
(h) make any repayment regularly scheduled dividend or redemption of a security necessary distribution payments declared prior to avoid a breach of the instrument governing date that securitythe applicable Optional Deferral Period commences.
Appears in 1 contract
Samples: Seventh Supplemental Indenture (Dominion Resources Inc /Va/)
Option to Defer Interest Payments. (ia) The Company shall have may elect at one or more times to defer payment of interest on the rightSeries B Notes (such unpaid interest, at any time the “Deferred Interest”) for one or more consecutive Interest Periods; provided that the interest payable on the Purchase Contract Settlement Date or the Maturity Date may not be deferred, and from time to time no Interest Payment may be deferred beyond the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Final Purchase Contract Settlement Date, or the Maturity Date, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date. Furthermore, in the event of a Successful Remarketing, following the applicable Remarketing Settlement Date, the Company shall have no right to defer the payment of interest on the Debentures for one or more consecutive Series B Notes. If all Deferred Interest Periods that do not exceed 10 years; provided that no has been paid (including compounded interest thereon) and the Company still has the right to defer the payment of interest, the Company may again defer Interest Payments subject to and in accordance with the terms of this SECTION 4.1.
(b) Deferred Interest on the Series B Notes will bear interest at the interest rate applicable to the Series B Notes, and subject to applicable law, such interest will be compounded on each Interest Payment Date to, but excluding, the Interest Payment Date on which such Deferred Interest is paid.
(c) If a Deferral Period shall extend beyond the Final Maturity Date or the earlier redemption of the Debentures. If an Event of Default has occurred and is continuing with respect to the Series B Notes or the Company has given notice of its election to defer interest payments a Deferral Period but the such Deferral Period has not yet commenced or a Deferral Period is continuingcommenced, then until all Deferred Interest (including compounded interest thereon) has been paid, the Company shall will not, and shall not permit any Subsidiary, subject to the exceptions specified in clause :
(vii) of this Section 2.1(g), to: (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of its Capital Stock of the Company, Stock; or
(bii) make any payment of principal of, or interest or premium, if any, on, or repay, purchase repurchase or redeem any of its debt securities ranking on a parity with, or ranking junior to, the Series B Notes (including debt securities of other series issued under the Company that rank pari passu Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee ranks on a parity with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the DebenturesSeries B Notes.
(iid) At the end of any Deferral PeriodHowever, the foregoing provisions of SECTION 4.1(c) shall not prevent or restrict the Company shall pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.from making:
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's its Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(bii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (c)(i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of any all or a portion of one class or series of the Company's its Capital Stock (or the Capital Stock of any Subsidiary) for any another class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's its Capital Stock, ;
(ciii) the purchase of fractional interests in shares of the its Capital Stock of the Company in accordance with pursuant to the conversion or exchange provisions of the Company's its Capital Stock or the security or instrument being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(div) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(v) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in connection with the future;
(vi) payments on the Series B Notes, any stockholders' right plantrust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the issuance foregoing, in each case ranking on a parity with the Series B Notes, so long as the amount of rights, equity payments made on account of such securities or other property guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full; provided that, for the avoidance of doubt, the Company will not be permitted under the Indenture to make interest payments on the Series B Notes in part; or
(vii) any stockholders' right planpayment of deferred interest or principal on, or the repayment, redemption or repurchase of rights in accordance with any stockholders' rights planof, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the warrants, options or other rights is the same stock as that securities ranking on which the dividend is being paid or ranks pari passu a parity with or ranking junior to such equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities Series B Notes that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities parity or junior securities.
(e) In the event that the Company elects to defer any Interest Payment, the Company shall notify the Series Trustee and the Holders in writing of such election at least one Business Day prior to the Regular Record Date for the Interest Payment Date on which the Company intends to begin a Deferral Period; provided, however, that the Company’s failure to pay the interest owed on a particular Interest Payment Date shall also constitute the commencement of a Deferral Period, unless such interest is paid within five Business Days after such Interest Payment Date, whether or not the Company provides a notice of deferral.
(f) The Company may pay Deferred Interest (including compounded interest thereon) in cash on any scheduled Interest Payment Date occurring on or prior to (i) the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Purchase Contract Settlement Date, or (ii) the Stated Maturity, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date; provided that such payments are made in accordance with Section 2.1(h) order to end a Deferral Period on any scheduled Interest Payment Date other than the Purchase Contract Settlement Date or the Stated Maturity, the Company must deliver written notice thereof to Holders of the Series B Notes and the Series Trustee on or before the relevant Regular Record Date. Deferred Interest paid on any Interest Payment Date shall be payable to the extent it applies), Person in whose name the Series B Notes are registered at the close of business on the Regular Record Date next preceding such Interest Payment Date.
(g) In the event there is any payment of principal in respect of pari passu securities having Deferred Interest outstanding, the Company may not elect to conduct an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or Optional Remarketing.
(h) Notwithstanding anything to the contrary herein, in connection with any repayment or redemption of a security necessary to avoid a breach Successful Final Remarketing of the instrument governing that securitySeries B Notes, all accrued and unpaid Deferred Interest (including compounded interest thereon), calculated to, but excluding, the Purchase Contract Settlement Date at the Coupon Rate, shall be paid to the Holders of Series B Notes (whether or not such Series B Notes were remarketed in such Remarketing), as of the applicable Regular Record Date, on the Purchase Contract Settlement Date in cash.
(i) For purposes of the Series B Notes, Section 2.10 of the Base Indenture shall be deemed amended by deleting the remainder of the first sentence following the definition of “Extension Period”.
Appears in 1 contract
Samples: Fifth Supplemental Indenture (Dominion Resources Inc /Va/)
Option to Defer Interest Payments. (ia) The Company shall have may elect at one or more times to defer payment of interest on the rightSeries A-1 Notes (such unpaid interest, at any time the “Deferred Interest”) for one or more consecutive Interest Periods; provided that the interest payable on the Purchase Contract Settlement Date or the Maturity Date may not be deferred, and from time to time no Interest Payment may be deferred beyond the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Final Purchase Contract Settlement Date, or the Maturity Date, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date. Furthermore, in the event of a Successful Remarketing, following the applicable Remarketing Settlement Date, the Company shall have no right to defer the payment of interest on the Debentures for one or more consecutive Series A-1 Notes. If all Deferred Interest Periods that do not exceed 10 years; provided that no has been paid (including compounded interest thereon) and the Company still has the right to defer the payment of interest, the Company may again defer Interest Payments subject to and in accordance with the terms of this SECTION 4.1.
(b) Deferred Interest on the Series A-1 Notes will bear interest at the interest rate applicable to the Series A-1 Notes, and subject to applicable law, such interest will be compounded on each Interest Payment Date to, but excluding, the Interest Payment Date on which such Deferred Interest is paid.
(c) If a Deferral Period shall extend beyond the Final Maturity Date or the earlier redemption of the Debentures. If an Event of Default has occurred and is continuing with respect to the Series A-1 Notes or the Company has given notice of its election to defer interest payments a Deferral Period but the such Deferral Period has not yet commenced or a Deferral Period is continuingcommenced, then until all Deferred Interest (including compounded interest thereon) has been paid, the Company shall will not, and shall not permit any Subsidiary, subject to the exceptions specified in clause :
(vii) of this Section 2.1(g), to: (ai) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of its Capital Stock of the Company, Stock; or
(bii) make any payment of principal of, or interest or premium, if any, on, or repay, purchase repurchase or redeem any of its debt securities ranking on a parity with, or ranking junior to, the Series A-1 Notes (including debt securities of other series issued under the Company that rank pari passu Base Indenture); or
(iii) make any guarantee payments on any guarantee of debt securities if the guarantee ranks on a parity with or junior to the Debentures or (c) make any payments with respect to any Guarantee by the Company of the junior subordinated debt securities of any Subsidiary if such Guarantee ranks pari passu with, or junior in interest to, the DebenturesSeries A-1 Notes.
(iid) At the end of any Deferral PeriodHowever, the foregoing provisions of SECTION 4.1(c) shall not prevent or restrict the Company shall pay all deferred interest on the Debentures (together with compounded interest thereon, if any, to the extent permitted by applicable law), to the Person in whose name the Debentures are registered at the close of business on the Business Day next preceding the Interest Payment Date at the end of such Deferral Period or, in the event the Debentures cease to be held in the form of one or more Global Securities, at the close of business on the date 15 days prior to the end of the Deferral Period, whether or not a Business Day.from making:
(iii) Upon termination of any Deferral Period and upon the payment of all deferred interest and any compounded interest then due on any Interest Payment Date, the Company may elect to begin a new Deferral Period pursuant to clause (i) of this Section 2.1(g).
(iv) The Company may elect to pay deferred interest on any Interest Payment Date during any Deferral Period to the extent permitted by Section 2.1(h).
(v) The Company shall give written notice to the Trustee and the Holders of the Debentures of its election to begin any Deferral Period at least one Business Day prior to the Regular Record Date for that Interest Payment Date. Notwithstanding the previous sentence, the Company's failure to pay any interest due within five Business Days after any Interest Payment Date shall automatically and without any further action by any Person be deemed to commence a Deferral Period.
(vi) If any Deferral Period lasts longer than one year, the Company shall not, and shall cause its Subsidiaries not to purchase, redeem or otherwise acquire any securities ranking junior to or pari passu with any APM Qualifying Securities the proceeds of which were used to pay deferred interest during such Deferral Period until the first anniversary of the date on which all deferred interest has been paid, subject to the exceptions set forth in clause (vii) below. If the Company is involved in a Business Combination where immediately after the consummation of the Business Combination more than 50% of the surviving or resulting entity's Voting Stock is owned by the shareholders of the other party to the Business Combination or Continuing Directors cease for any reason to constitute a majority of the directors of the surviving or resulting entity, then neither the restrictions set forth in this clause (vi) nor the provisions of Section 2.1(h) shall apply to any Deferral Period that is terminated on the next Interest Payment Date following the date of consummation of the Business Combination.
(vii) The restrictions in clauses (i) and (vi) of this Section 2.1(g) do not apply to (a) purchases, redemptions or other acquisitions of shares of the Company's its Capital Stock in connection with (1) any Employee Benefit Plan or the Assurance Agreement or (2) a dividend reinvestmentemployment contract, stock purchase benefit plan or other similar arrangement with or for the benefit of employees, officers, directors, agents or consultants or a stock purchase or dividend reinvestment plan, or the satisfaction of its obligations pursuant to any contract or security outstanding on the date that the payment of interest is deferred requiring it to purchase, redeem or acquire its Capital Stock;
(bii) any payment, repayment, redemption, purchase, acquisition or declaration of dividends described in clause (c)(i) above as a result of a reclassification of its Capital Stock, or the exchange or conversion of any all or a portion of one class or series of the Company's its Capital Stock (or the Capital Stock of any Subsidiary) for any another class or series of the Company's Capital Stock or of any class or series of Indebtedness of the Company for any class or series of the Company's its Capital Stock, ;
(ciii) the purchase of fractional interests in shares of the its Capital Stock of the Company in accordance with pursuant to the conversion or exchange provisions of the Company's its Capital Stock or the security or instrument being converted or exchanged, or in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(div) dividends or distributions paid or made in its Capital Stock (or rights to acquire its Capital Stock), or repurchases, redemptions or acquisitions of Capital Stock in connection with the issuance or exchange of Capital Stock (or of securities convertible into or exchangeable for shares of its Capital Stock) and distributions in connection with the settlement of stock purchase contracts outstanding on the date that the payment of interest is deferred;
(v) redemptions, exchanges or repurchases of, or with respect to, any rights outstanding under a shareholder rights plan outstanding on the date that the payment of interest is deferred or the declaration or payment thereunder of a dividend or distribution of or with respect to rights in connection with the future;
(vi) payments on the Series A-1 Notes, any stockholders' right plantrust preferred securities, subordinated debentures, junior subordinated debentures or junior subordinated notes, or any guarantees of any of the issuance foregoing, in each case ranking on a parity with the Series A-1 Notes, so long as the amount of rights, equity payments made on account of such securities or other property guarantees is paid on all such securities and guarantees then outstanding on a pro rata basis in proportion to the full payment to which each series of such securities and guarantees is then entitled if paid in full; provided that, for the avoidance of doubt, the Company will not be permitted under the Indenture to make interest payments on the Series A-1 Notes in part; or
(vii) any stockholders' right planpayment of deferred interest or principal on, or the repayment, redemption or repurchase of rights in accordance with any stockholders' rights planof, (e) any dividend in the form of equity securities, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of the warrants, options or other rights is the same stock as that securities ranking on which the dividend is being paid or ranks pari passu a parity with or ranking junior to such equity securities, (f) any payment during a Deferral Period of current interest in respect of any debt securities of the Company that rank pari passu with the Debentures that is made pro rata to the amounts due on such pari passu securities and on the Debentures and any payments of deferred interest on such pari passu securities Series A-1 Notes that, if not made, would cause the Company to breach the terms of the instrument governing such pari passu securities parity or junior securities.
(e) In the event that the Company elects to defer any Interest Payment, the Company shall notify the Series Trustee and the Holders in writing of such election at least one Business Day prior to the Regular Record Date for the Interest Payment Date on which the Company intends to begin a Deferral Period; provided, however, that the Company’s failure to pay the interest owed on a particular Interest Payment Date shall also constitute the commencement of a Deferral Period, unless such interest is paid within five Business Days after such Interest Payment Date, whether or not the Company provides a notice of deferral.
(f) The Company may pay Deferred Interest (including compounded interest thereon) in cash on any scheduled Interest Payment Date occurring on or prior to (i) the Purchase Contract Settlement Date, in the case of a Deferral Period that begins prior to the Purchase Contract Settlement Date, or (ii) the Stated Maturity, in the case of a Deferral Period that begins after the Purchase Contract Settlement Date; provided that such payments are made in accordance with Section 2.1(h) order to end a Deferral Period on any scheduled Interest Payment Date other than the Purchase Contract Settlement Date or the Stated Maturity, the Company must deliver written notice thereof to Holders of the Series A-1 Notes and the Series Trustee on or before the relevant Regular Record Date. Deferred Interest paid on any Interest Payment Date shall be payable to the extent it applies), Person in whose name the Series A-1 Notes are registered at the close of business on the Regular Record Date next preceding such Interest Payment Date.
(g) In the event there is any payment of principal in respect of pari passu securities having Deferred Interest outstanding, the Company may not elect to conduct an earlier scheduled maturity date than the Debentures, as required under a provision of such pari passu securities that is substantially the same as Section 2.1(d) or any such payment in respect of any such pari passu securities having the same scheduled maturity date as the Debentures that is made on a pro rata basis among one or more series of such securities and the Debentures or Optional Remarketing.
(h) Notwithstanding anything to the contrary herein, in connection with any repayment or redemption of a security necessary to avoid a breach Successful Final Remarketing of the instrument governing that securitySeries A-1 Notes, all accrued and unpaid Deferred Interest (including compounded interest thereon), calculated to, but excluding, the Purchase Contract Settlement Date at the Coupon Rate, shall be paid to the Holders of Series A-1 Notes (whether or not such Series A-1 Notes were remarketed in such Remarketing), as of the applicable Regular Record Date, on the Purchase Contract Settlement Date in cash.
(i) For purposes of the Series A-1 Notes, Section 2.10 of the Base Indenture shall be deemed amended by deleting the remainder of the first sentence following the definition of “Extension Period”.
Appears in 1 contract
Samples: Supplemental Indenture (Dominion Resources Inc /Va/)
