Common use of Restrictions on Certain Payments Clause in Contracts

Restrictions on Certain Payments. The Company will not and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the capital stock of the Company, other than: (i) purchases of the capital stock of the Company in connection with employee, director or agent benefit plans or under any dividend reinvestment or stock purchase plan; (ii) in connection with the reclassifications of any class or series of the Company’s capital stock, or the exchange or conversion of one class or series of the Company’s capital stock for or into another class or series of its capital stock; (iii) the payment of any dividend within 60 days after the date of declaration of such dividend if, at the date of declaration, (1) if paid on such declaration date the payment of such dividend would not have been prohibited by an election to defer interest payments under Section 6.01 of the Third Supplemental Indenture and (2) the declaration was in accordance with the Company’s dividend policy in effect immediately prior to its declaration of such dividend; (iv) the purchase of fractional interests in shares of the Company’s capital stock in connection with the conversion or exchange provisions of that capital stock or the security being converted or exchanged; (v) dividends or distributions payable in the Company’s capital stock, or options, warrants or rights to acquire capital stock, or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock; (vi) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or issuances of stock under any such plan in the future, or redemptions or repurchases of any such rights pursuant to any such shareholders’ rights plan; (vii) the purchase of the Company’s Common Stock, or securities convertible or exercisable for the Company’s Common Stock, in satisfaction of the Company’s obligations under an acquisition transaction that the Company has entered into prior to the beginning of an Extension Period, in an amount not greater than $10 million in the aggregate in any given Extension Period; or (viii) repurchases of the Company’s Common Stock in connection with acquisitions of businesses made by the Company or any of its Subsidiaries (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses); (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including other junior subordinated debentures) issued by the Company that is expressed to rank pari passu with or junior or subordinated to the Debentures, in each case other than through the issuance or exchange of debt securities that is expressed to rank pari passu with or junior or subordinated to the Debentures; or (c) make any guarantee payments with respect to any guarantee by the Company of the debt securities (including other guarantees) of any of its Subsidiaries, if such guarantee is expressed to rank pari passu with or junior or subordinated in interest to the Debentures, other than payments under the Trust PIERS Guarantee or any other similar guarantee in respect of future issuances of Trust PIERS or any other trust preferred securities; if at such time (i) an event has occurred that with the giving of notice or the lapse of time, or both, would constitute an Event of Default and the Company has not taken reasonable steps to cure such event, (ii) the Company shall be in default with respect to its payment obligations under the Trust PIERS Guarantee or (iii) the Company shall have given notice of its intention to begin an Extension Period pursuant to Section 6.01 of the Third Supplemental Indenture and has not rescinded the notice, or any such Extension Period shall have commenced and be continuing.

Restrictions on Certain Payments. The Company will not and will not permit any of its Subsidiaries to, (a) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the capital stock of the Company, other than: : (i) purchases of the capital stock of the Company in connection with employee, director or agent benefit plans or under any dividend reinvestment or stock purchase plan; ; (ii) in connection with the reclassifications of any class or series of the Company’s capital stock, or the exchange or conversion of one class or series of the Company’s capital stock for or into another class or series of its capital stock; ; (iii) the payment of any dividend within 60 days after the date of declaration of such dividend if, at the date of declaration, (1a) if paid on such declaration date the payment of such dividend would not have been prohibited by an election to defer interest payments under Section 6.01 of the Third Supplemental Indenture hereof and (2b) the declaration was in accordance with the Company’s dividend policy in effect immediately prior to its declaration of such dividend; ; (iv) the purchase of fractional interests in shares of the Company’s capital stock in connection with the conversion or exchange provisions of that capital stock or the security being converted or exchanged; ; (v) dividends or distributions payable in the Company’s capital stock, or options, warrants or rights to acquire capital stock, or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock; ; (vi) any declaration of a dividend in connection with the implementation of a shareholders’ rights plan, or issuances of stock under any such plan in the future, or redemptions or repurchases of any such rights pursuant to any such shareholders’ rights plan; ; (vii) the purchase of the Company’s Common Stock, or securities convertible or exercisable for the Company’s Common Stock, in satisfaction of the Company’s obligations under an acquisition transaction that the Company has entered into prior to the beginning of an Extension Period, in an amount not greater than $10 million in the aggregate in any given Extension Period; or or (viii) repurchases of the Company’s Common Stock in connection with acquisitions of businesses made by the Company or any of its Subsidiaries (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses); (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including other junior subordinated debentures) issued by the Company that is expressed to rank pari passu with or junior or subordinated to the Debentures, in each case other than through the issuance or exchange of debt securities that is expressed to rank pari passu with or junior or subordinated to the Debentures; or (c) make any guarantee payments with respect to any guarantee by the Company of the debt securities (including other guarantees) of any of its Subsidiaries, if such guarantee is expressed to rank pari passu with or junior or subordinated in interest to the Debentures, other than payments under the Trust PIERS Guarantee or any other similar guarantee in respect of future issuances of Trust PIERS or any other trust preferred securities; if at such time (i1) an event has occurred that with the giving of notice or the lapse of time, or both, would constitute an Event of Default and the Company has not taken reasonable steps to cure such event, (ii2) the Company shall be in default with respect to its payment obligations under the Trust PIERS Guarantee or (iii3) the Company shall have given notice of its intention to begin an Extension Period pursuant to Section 6.01 of the Third this Second Supplemental Indenture and has not rescinded the notice, or any such Extension Period shall have commenced and be continuing.

Restrictions on Certain Payments. The Company agrees that if (i) an event has occurred that with the giving of notice or the lapse of time, or both, would constitute an Event of Default and the Company has not taken commercially reasonable steps to cure the event (a "POTENTIAL EVENT OF DEFAULT") or (ii) the Company has given notice of its intention to begin an Extended Interest Payment Period pursuant to Section 5.02 and has not rescinded the notice or any Extended Interest Payment Period is continuing, then the Company will not and will not permit any of its Subsidiaries to,to do any of the following (each, a "RESTRICTED PAYMENT"): (a) declare or pay any dividends or on, make distributions onregarding, or redeem, purchase, acquire or make a any liquidation payment with respect to, any of the capital stock of the Company, other than: : (i) purchases of the capital stock of the Company in connection with employee, director employee or agent benefit plans or under any dividend reinvestment or stock purchase plan; ; (ii) in connection with the reclassifications of any class or series of the Company’s 's capital stock, or the exchange or conversion of one class or series of the Company’s 's capital stock for or into another class or series of its capital stock; ; (iii) the payment of any dividend within 60 days after the date of declaration of such dividend if, at the date of declaration, (1) if paid on such declaration date the payment of such dividend would not have been prohibited by an election to defer interest payments under Section 6.01 of the Third Supplemental Indenture and (2) the declaration was in accordance with the Company’s dividend policy in effect immediately prior to its declaration of such dividend; (iv) the purchase of fractional interests in shares of the Company’s 's capital stock in connection with the conversion or exchange provisions of that capital stock or the security being converted or exchanged; ; (viv) dividends or distributions payable in the Company’s 's capital stock, or options, warrants or rights to acquire capital stock, or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock; ; (viv) any declaration of a dividend in connection with the implementation of a shareholders’ ' rights plan, or issuances of stock under any such plan in the future, or redemptions or repurchases of any such rights pursuant to any such shareholders’ ' rights plan; or (vii) the purchase of the Company’s Common Stock, or securities convertible or exercisable for the Company’s Common Stock, in satisfaction of the Company’s obligations under an acquisition transaction that the Company has entered into prior to the beginning of an Extension Period, in an amount not greater than $10 million in the aggregate in any given Extension Period; or (viiivi) repurchases of the Company’s Common Stock in connection with acquisitions of businesses made by the Company or any of its Subsidiaries (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses); (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including other junior subordinated convertible debentures) issued by the Company that is expressed to rank pari passu equally with or junior or subordinated to the Debentures, in each case other than through the issuance or exchange of debt securities that is expressed to rank pari passu with or junior or subordinated to the Debentures; or (c) make any guarantee payments with respect to any guarantee Guarantee by the Company of the debt securities (including other guaranteesGuarantees) of any of its Subsidiaries, if such guarantee is expressed to rank pari passu Guarantee ranks equally with or junior or subordinated in interest to the Debentures, other than payments under ; provided that the Trust PIERS Guarantee or any other similar guarantee limitation described in respect of future issuances of Trust PIERS or any other trust preferred securities; if at such time clause (ia) an event has occurred that with the giving of notice or the lapse of time, or both, would constitute an above will not apply when a Potential Event of Default and is occurring until such time as each of the Designated Agreements has been replaced, retired or otherwise terminated or has been duly amended so that such Designated Agreement does not limit the Company's ability to agree not to make the payments described in clause (a) above (the first date on which all of the Designated Agreements has been so replaced, retired, terminated or amended, the "DESIGNATED AGREEMENT TERMINATION DATE"). Notwithstanding the foregoing, Restricted Payments shall not include payments or distributions of any kind made by the Company, directly or indirectly, to Xxxxxxxx Gas Pipeline Company, LLC or any of its direct or indirect Subsidiaries, or to any successor company established by the Company has not taken reasonable steps to cure such event, (ii) the Company shall be in default with respect to own or manage its payment obligations under the Trust PIERS Guarantee or (iii) the Company shall have given notice of its intention to begin an Extension Period pursuant to Section 6.01 of the Third Supplemental Indenture natural gas pipelines and has not rescinded the noticerelated assets, or any of such Extension Period shall have commenced and be continuingsuccessor company's direct or indirect Subsidiaries.

Restrictions on Certain Payments. The Company agrees that if (i) an event has occurred that with the giving of notice or the lapse of time, or both, would constitute an Event of Default and the Company has not taken commercially reasonable steps to cure the event (a "POTENTIAL EVENT OF DEFAULT") or (ii) the Company has given notice of its intention to begin an Extended Interest Payment Period pursuant to Section 5.02 and has not rescinded the notice or any Extended Interest Payment Period is continuing, then the Company will not and will not permit any of its Subsidiaries to,to do any of the following (each, a "RESTRICTED PAYMENT"): (a) declare or pay any dividends or on, make distributions onregarding, or redeem, purchase, acquire or make a any liquidation payment with respect to, any of the capital stock of the Company, other than: 45 (i) purchases of the capital stock of the Company in connection with employee, director employee or agent benefit plans or under any dividend reinvestment or stock purchase plan; ; (ii) in connection with the reclassifications of any class or series of the Company’s 's capital stock, or the exchange or conversion of one class or series of the Company’s 's capital stock for or into another class or series of its capital stock; ; (iii) the payment of any dividend within 60 days after the date of declaration of such dividend if, at the date of declaration, (1) if paid on such declaration date the payment of such dividend would not have been prohibited by an election to defer interest payments under Section 6.01 of the Third Supplemental Indenture and (2) the declaration was in accordance with the Company’s dividend policy in effect immediately prior to its declaration of such dividend; (iv) the purchase of fractional interests in shares of the Company’s 's capital stock in connection with the conversion or exchange provisions of that capital stock or the security being converted or exchanged; ; (viv) dividends or distributions payable in the Company’s 's capital stock, or options, warrants or rights to acquire capital stock, or repurchases or redemptions of capital stock solely from the issuance or exchange of capital stock; ; (viv) any declaration of a dividend in connection with the implementation of a shareholders’ ' rights plan, or issuances of stock under any such plan in the future, or redemptions or repurchases of any such rights pursuant to any such shareholders’ ' rights plan; or (vii) the purchase of the Company’s Common Stock, or securities convertible or exercisable for the Company’s Common Stock, in satisfaction of the Company’s obligations under an acquisition transaction that the Company has entered into prior to the beginning of an Extension Period, in an amount not greater than $10 million in the aggregate in any given Extension Period; or (viiivi) repurchases of the Company’s Common Stock in connection with acquisitions of businesses made by the Company or any of its Subsidiaries (which repurchases are made in connection with the satisfaction of indemnification obligations of the sellers of such businesses); (b) make any payment of interest, principal or premium, if any, on or repay, repurchase or redeem any debt securities (including other junior subordinated convertible debentures) issued by the Company that is expressed to rank pari passu equally with or junior or subordinated to the Debentures, in each case other than through the issuance or exchange of debt securities that is expressed to rank pari passu with or junior or subordinated to the Debentures; or (c) make any guarantee payments with respect to any guarantee Guarantee by the Company of the debt securities (including other guaranteesGuarantees) of any of its Subsidiaries, if such guarantee is expressed to rank pari passu Guarantee ranks equally with or junior or subordinated in interest to the Debentures, other than payments under ; provided that the Trust PIERS Guarantee or any other similar guarantee limitation described in respect of future issuances of Trust PIERS or any other trust preferred securities; if at such time clause (ia) an event has occurred that with the giving of notice or the lapse of time, or both, would constitute an above will not apply when a Potential Event of Default and is occurring until such time as each of the Designated Agreements has been replaced, retired or otherwise terminated or has been duly amended so that such Designated Agreement does not limit the Company's ability to agree not to make the payments described in clause (a) above (the first date on which all of the Designated Agreements has been so replaced, retired, terminated or amended, the "DESIGNATED AGREEMENT TERMINATION DATE"). Notwithstanding the foregoing, Restricted Payments shall not include payments or distributions of any kind made by the Company, directly or indirectly, to Xxxxxxxx Gas Pipeline Company, LLC or any of its direct or indirect Subsidiaries, or to any successor company established by the Company has not taken reasonable steps to cure such event, (ii) the Company shall be in default with respect to own or manage its payment obligations under the Trust PIERS Guarantee or (iii) the Company shall have given notice of its intention to begin an Extension Period pursuant to Section 6.01 of the Third Supplemental Indenture natural gas pipelines and has not rescinded the noticerelated assets, or any of such Extension Period shall have commenced and be continuingsuccessor company's direct or indirect Subsidiaries.