Common use of Restrictions on Certain Payments Clause in Contracts

Restrictions on Certain Payments. If at any time (a) there shall have occurred any event of which the Company has actual knowledge that (i) with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (ii) in respect to which the Company shall not have taken reasonable steps to cure, or (b) the Company shall have given notice of its election of an Extended Interest Payment Period as provided herein with respect to the Junior Subordinated Debentures and shall not have rescinded such notice, or such Extended Interest Payment Period, or any extension thereof, shall be continuing; or (c) while the Junior Subordinated Debentures are held by the Trust, the Company shall be in default with respect to its payment of any obligation under the Preferred Securities Guarantee, then the Company will not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock or (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including the Junior Subordinated Debentures) that rank pari passu with or junior in interest to the Junior Subordinated Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in interest to the Junior Subordinated Debentures (other than (A) dividends or distributions in common stock, (B) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Preferred Securities Guarantee and (D) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees).

Restrictions on Certain Payments. If at any time (ai) there shall have occurred any event of which the Company has actual knowledge that (ia) with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (iib) in respect to which the Company shall not have taken reasonable steps to cure, or (bii) the Company shall have given notice of its election of an Extended Interest Payment Period as provided herein with respect to the Junior Subordinated Debentures and shall not have rescinded such notice, or such Extended Interest Payment Period, or any extension thereof, shall be continuing; or (ciii) while the Junior Subordinated Debentures are held by the Trust, the Company shall be in default with respect to its payment of any obligation under the Preferred Capital Securities Guarantee, then the Company will not (i1) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock or (ii2) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including the Junior Subordinated Debentures) that rank pari passu with or junior in interest to the Junior Subordinated Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary subsidiary of the Company if such guarantee ranks pari passu or junior in interest to the Junior Subordinated Debentures (other than (Aa) dividends or distributions in common stock, (Bb) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (Cc) payments under the Preferred Capital Securities Guarantee and (Dd) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees).

Restrictions on Certain Payments. If at any time (a) there shall have occurred any event of which the Company has actual knowledge that (i) with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (ii) in respect to which the Company shall not have taken reasonable steps to cure, or (b) the Company shall have given notice of its election of an Extended Interest Payment Period as provided herein with respect to the Junior Subordinated Debentures and shall not have rescinded such notice, or such Extended Interest Payment Period, or any extension thereof, shall be continuing; or (c) while the Junior Subordinated Debentures are held by the Trust, the Company shall be in default with respect to its payment of any obligation under the Preferred Securities Guarantee, then the Company will not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock or (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including the Junior Subordinated Debentures) that rank pari passu with or junior in interest to the Junior Subordinated Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in interest to the Junior Subordinated Debentures (other than (A) dividends or distributions in shares of common stock, (B) any declaration of a dividend in connection with the implementation of a any shareholders' rights plan, or the issuance of rights, stock or other property under any such plan in the future shareholders' rights plan, or the redemption or repurchase of any such rights pursuant theretoto the plan, (C) payments under the Preferred Securities Guarantee and (D) purchases repurchases, redemptions or other acquisitions of common stock related to the issuance of common stock or rights under any shares of the Company's common stock in connection with any employment contract, benefit plans plan or other similar arrangement with or for its directorsthe benefit of any one or more employees, officers officers, directors or employeesconsultants, or a dividend reinvestment or shareholder stock purchase plan).

Restrictions on Certain Payments. If at any time (a) there shall have occurred any event of which the Company has actual knowledge that (i) with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (ii) in respect to which the Company shall not have taken reasonable steps to cure, or (b) the Company shall have given notice of its election of an Extended Interest Payment Period as provided herein with respect to the Junior Subordinated Debentures and shall not have rescinded such notice, or such Extended Interest Payment Period, or any extension thereof, shall be continuing; or (c) while the Junior Subordinated Debentures are held by the Trust, the Company shall be in default with respect to its payment of any obligation under the Preferred Securities Guarantee, then the Company will not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock or (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including the Junior Subordinated Debentures) that rank pari passu with or junior in interest to the Junior Subordinated Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in interest to the Junior Subordinated Debentures (other than (A) dividends or distributions in common stock, (B) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Preferred Securities Guarantee and (D) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees).distributions

Restrictions on Certain Payments. If at Xxxxxx Xxxxxxx will not, nor will it permit any time (a) there shall have occurred any event of which the Company has actual knowledge that (i) with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (ii) in respect to which the Company shall not have taken reasonable steps to cure, or (b) the Company shall have given notice of its election of an Extended Interest Payment Period as provided herein with respect to the Junior Subordinated Debentures and shall not have rescinded such notice, or such Extended Interest Payment Period, or any extension thereof, shall be continuing; or (c) while the Junior Subordinated Debentures are held by the Trust, the Company shall be in default with respect to its payment of any obligation under the Preferred Securities Guarantee, then the Company will not (i) subsidiaries to: • declare or pay any dividends or any distributions on, or redeem, purchase, acquire, acquire or make a liquidation payment with respect toon, any shares of the Company's Xxxxxx Xxxxxxx’x capital stock or (ii) stock; • make any payment of principalprincipal of, or interest or premium, if any, on on, or repay, repurchase or redeem any debt securities of Xxxxxx Xxxxxxx that rank equal or junior to the Company junior subordinated debentures, other than (i) any payment of current or deferred interest on securities that rank equally with the junior subordinated debentures that is made pro rata to the amounts due on such securities (including the Junior Subordinated Debenturesjunior subordinated debt securities), and (ii) that rank pari passu with any payments that, if not made, would cause us to violate the terms of the instrument governing such debt securities; or junior in interest to the Junior Subordinated Debentures or • make any guarantee payments with respect to on any guarantee by the Company of the debt securities of any Subsidiary of Xxxxxx Xxxxxxx’x subsidiaries if the guarantee ranks equal or junior to the junior subordinated debentures, if at such time Xxxxxx Xxxxxxx has given notice of its election of a deferral period and has not rescinded this notice, or the deferral period, or any extension thereof, is continuing. The restrictions listed above do not apply to: • repurchases, redemptions or other acquisitions of shares of capital stock of Xxxxxx Xxxxxxx in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, (2) a dividend reinvestment or stockholder stock purchase plan, or (3) the issuance of capital stock of Xxxxxx Xxxxxxx, or securities convertible into or exercisable for such capital stock, as consideration in an acquisition transaction entered into prior to the deferral period; • an exchange, redemption, reclassification or conversion of any class or series of Xxxxxx Xxxxxxx’x capital stock, or any capital stock of a subsidiary of Xxxxxx Xxxxxxx, for any class or series of Xxxxxx Xxxxxxx’x capital stock, or of any class or series of Xxxxxx Xxxxxxx’x indebtedness for any class or series of Xxxxxx Xxxxxxx’x capital stock; • the purchase of fractional interests in shares of Xxxxxx Xxxxxxx’x capital stock under the conversion or exchange provisions of the Company if such guarantee ranks pari passu capital stock or junior in interest to the Junior Subordinated Debentures (other than (A) dividends security being converted or distributions in common stock, (B) exchanged; • any declaration of a dividend in connection with the implementation of a shareholders' any stockholders’ rights plan, or the issuance of rights, stock or other property under any such plan in the future stockholders’ rights plan, or the redemption or repurchase of any such rights pursuant theretoto the plan; • any dividend in the form of stock, (C) warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equal or junior to that stock; • payments by Xxxxxx Xxxxxxx under the Preferred Securities Guarantee and (D) purchases guarantee of common stock related the trust preferred securities; or • the ability of Xxxxxx Xxxxxxx & Co. Incorporated, or any of our other affiliates, to engage in any market-making transactions in our securities or the issuance securities of common stock or rights under any of our affiliates. In addition, as long as any Xxxxxx Xxxxxxx Trust holds any of the Company's benefit plans junior subordinated debentures, Xxxxxx Xxxxxxx agrees: • to continue to hold, directly or indirectly, 100% of the common securities of such Xxxxxx Xxxxxxx Trust, provided that certain successors that are permitted under the junior subordinated indenture may succeed to Xxxxxx Xxxxxxx’x ownership of the common securities; • as holder of the common securities, not to voluntarily dissolve, windup or liquidate such Xxxxxx Xxxxxxx Trust, other than (1) as part of the distribution of the junior subordinated debentures to the holders of the Corporate Units or separate trust preferred securities in accordance with the terms of the Corporate Units or trust agreement, as the case may be, or (2) as part of a merger, consolidation or amalgamation which is permitted under the trust agreement; and • to use its reasonable efforts, consistent with the terms and provisions of the trust agreement, to cause the trust to continue not to be taxable as a corporation for its directors, officers or employees)United States federal income tax purposes.

Restrictions on Certain Payments. If at any time (a) there shall have occurred any event of which the Company has actual knowledge that (i) with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (ii) in respect to which the Company shall not have taken reasonable steps to cure, or (b) the Company shall have given notice of its election of an Extended Interest Payment Period as provided herein with respect to the Junior Subordinated Debentures and shall not have rescinded such notice, or such Extended Interest Payment Period, or any extension thereof, shall be continuing; or (c) while the Junior Subordinated Debentures are held by the Trust, the Company shall be in default with respect to its payment of any obligation under the Preferred Securities Guarantee, then the The Company will not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock or (ii) make any payment of principal, interest or premium, if any, on or repay, repay or repurchase or redeem any debt securities of the Company (including the Junior Subordinated Debentures) that rank pari passu with or junior in interest right of payment to the Junior Subordinated Debentures or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary subsidiary of the Company if such guarantee ranks pari passu or junior in interest right of payment to the Junior Subordinated Debentures (other than (Aa) dividends or distributions in common stockshares of, or options, warrants or rights to subscribe for or purchase capital stock shares of the Company, (Bb) any declaration of a dividend in connection with the implementation of a shareholders' stockholder's rights plan, or the issuance of stock under any such plan in the future future, or the redemption or repurchase of any such rights pursuant thereto, (Cc) payments under the Preferred Securities Guarantee and Guarantee, (Dd) purchases the purchase of common stock related to the issuance of common stock or rights under any fractional shares resulting from a reclassification of the Company's capital stock, (e) the exchange or conversion of any class or series of the Company's (or any subsidiary's) capital stock for another class or series of the Company's (or any subsidiary's) capital stock, or of any class or series of the Company's (or any subsidiary's) indebtedness (f) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged; and (g) purchases, redemptions or other acquisitions of the Company's (or any subsidiary's) capital stock under any employment agreement or any benefit plans plan for its the Company's directors, officers officers, or employees)employees or any dividend reinvestment or director, officer or employee stock purchase plan of the Company) if at such time (1) there shall have occurred and be continuing any event of which the Company has actual knowledge which would constitute an "Event of Default" under the Trust Agreement, (2) there shall have occurred and be continuing any event of which the Company has actual knowledge which would constitute an Event of Default under this Indenture, (3) there shall have occurred and be continuing a payment default under the Trust Agreement or the Indenture, (4) if the Debentures are held by the Trust, the Company shall be in default with respect to its payment of any obligations under the Capital Securities Guarantee or (5) the Company shall have given notice of its election of an Extension Period and shall not have rescinded such notice, and such Extension Period, or any extension thereof, shall be in effect.

Restrictions on Certain Payments. If at any time (ai) there shall have occurred any event of which the Company has actual knowledge that (ia) with the giving of notice or the lapse of time, or both, would constitute an Event of Default and (iib) in respect to which the Company shall not have taken reasonable steps to cure, or (bii) the Company shall have given notice of its election of an Extended Interest Payment Period as provided herein with respect to the Junior Subordinated Debentures and shall not have rescinded such notice, or such Extended Interest Payment Period, or any extension thereof, shall be continuing; or (ciii) while the Junior Subordinated Debentures are held by the Trust, the Company shall be in default with respect to its payment of any obligation under the Preferred Securities GuaranteeGuaranty, then the Company will not (i1) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock or (ii2) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including the Junior Subordinated Debentures) that rank pari passu with or junior in interest to the Junior Subordinated Debentures or make any guarantee guaranty payments with respect to any guarantee guaranty by the Company of the debt securities of any Subsidiary subsidiary of the Company if such guarantee guaranty ranks pari passu or junior in interest to the Junior Subordinated Debentures (other than (Aa) dividends or distributions in common stock, (Bb) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (Cc) payments under the Preferred Securities Guarantee Guaranty and (Dd) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees).

Restrictions on Certain Payments. If The Company will not, and will not permit any Restricted Subsidiary of the Company to (i) declare or pay dividends on, or make a distribution with respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any of the Company's Capital Stock (other than (a) as a result of an exchange or conversion of any class or series of the Company's Capital Stock or rights to acquire such stock for any other class or series of the Company's Capital Stock or rights to acquire such stock, (b) the purchase of fractional interests in shares of the Company's Capital Stock pursuant to the conversion or exchange provisions of such Capital Stock or the security being converted or exchanged, (c) dividends or distributions made on the Company's Capital Stock or rights to acquire such stock with the Company's Capital Stock or rights to acquire such stock or (d) purchases of Common Shares related to the issuance of Common Shares or rights or options under any of the Company's benefit plans for its directors, officers, employees or other persons within the definition of "employee" for purposes of registration of shares of an employee benefit plan of the Company, related to the issuance of Common Shares or rights under a dividend reinvestment plan or stock purchase plan), and (ii) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (excluding, for the avoidance of doubt, Senior Indebtedness, current payables, accrued liabilities, provisions for reclamation, 45 41 mine closure and waste rock removal, and income and mining taxes payable, in respect of which such payments, repayments, repurchase and redemptions may be made) issued by the Company or any guarantee issued by the Company that, in either case, rank pari passu with or junior to the Capital Securities, if at any such time (ax) there shall have occurred any event of which the Company has actual knowledge that (ia) with the giving of notice or the lapse of time, or both, would constitute an "Event of Default Default" with respect to the Capital Securities and (iib) in respect to of which the Company shall not have taken reasonable steps to cure, or (by) the Company shall have given notice of its election selection of an Extended Interest Payment Extension Period as provided herein in Section 2.05 with respect to the Junior Subordinated Debentures Capital Securities and shall not have rescinded such notice, or such Extended Interest Payment Extension Period, or any extension thereof, shall be continuing; or (c) while the Junior Subordinated Debentures are held by the Trust, the Company shall be in default with respect to its payment of any obligation under the Preferred Securities Guarantee, then the Company will not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Company's capital stock or (ii) make any payment of principal, interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company (including the Junior Subordinated Debentures) that rank pari passu with or junior in interest to the Junior Subordinated Debentures or make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks pari passu or junior in interest to the Junior Subordinated Debentures (other than (A) dividends or distributions in common stock, (B) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or the issuance of stock under any such plan in the future or the redemption or repurchase of any such rights pursuant thereto, (C) payments under the Preferred Securities Guarantee and (D) purchases of common stock related to the issuance of common stock or rights under any of the Company's benefit plans for its directors, officers or employees).