Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (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, (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company that ranks pari passu with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of the Company's capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) payments under the Guarantee with respect to the Securities of such series, or (f) any dividend in the form of stock, 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 pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders of the Securities of such series written notice of its election to begin any such Extension Period at least ten Business Days prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With respect to Securities of a series issued to a Trust or a Trustee on behalf of a Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (y) the next succeeding date on which Distributions on the Capital Securities of such Trust would be payable but for such deferral, and (z) the date the Administrative Trustees of such Trust are required to give notice to any applicable self-regulatory organization or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date; and in either case, the Administrative Trustee shall promptly give notice to the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 3.01 with respect to the Securities of a particular series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to the Securities, the Company shall have the right, at any time or from time to time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 3.01 (each, an "Extension Period") during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; ), provided, however, that no Extension Period shall exceed the period or periods specified in such securities or may extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during these Securities. During any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (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 of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Company (including Other Debentures) that ranks rank pari passu with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than (a) repurchasesdividends or distributions in common stock of the Company, redemptions (b) any declaration of a dividend in connection with the implementation of a shareholders' rights plan, or other 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 applicable BancorpSouth Guarantee, (d) purchases or acquisitions of shares of the Company's capital stock Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement contractual obligation of the Company (other than a contractual obligation ranking pari passu with or for the benefit junior to these Securities, (e) as a result of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance reclassification of the Company's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, or (cf) 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, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) payments under the Guarantee with respect to the Securities of such series, or (f) any dividend in the form of stock, 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 pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; provided, provided however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders of the Securities of such series written and the Trustee and the Property Trustee notice of its election to begin any such Extension Period (or an extension thereof) at least ten five Business Days prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferralor, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With with respect to the Securities of a series issued to a Trust or a Trustee on behalf of a BancorpSouth Capital Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (yi) the next succeeding date on which the Distributions on the Capital Trust Securities of such BancorpSouth Capital Trust would be have been payable but except for the election to begin or extend such deferral, and Extension Period or (zii) the date the Administrative Trustees of such BancorpSouth Capital Trust are required to give notice to any applicable self-regulatory organization automated quotation system or to holders of such Capital Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date; and in either case, . There is no limitation on the Administrative Trustee shall promptly give notice to number of times that the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election Company may elect to begin any such an Extension Period.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer extend the interest payment of interest on period for such Securities for such period or periods as may be specified as contemplated by Section 3.1 301 (each, an "Extension Period") during which Extension Periods periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At , and at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; ), provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit cause any Subsidiary not to, (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 of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company securities that ranks rank pari passu with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Securities of such series foregoing (other than (a) repurchases, dividends or distributions in common stock of the Company (b) redemptions or other acquisitions purchases of shares of any rights pursuant to the Company's capital stock in connection with any employment contractRights Plan, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of successor to such Rights Plan, and the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (d) any declaration of a dividend of such rights in connection with any Rights Planthe future, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, and (ec) payments under the Guarantee with respect to the Securities of such series, or (f) any dividend in the form of stock, 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 pari passu with or junior to such stockChubb Guarantee). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no such Extension Period together with all such previous and further extensions of such Extension Period shall not exceed the period or periods so specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders of the Securities of such series written and the Trustee notice of its election to begin any such Extension Period at least ten Business Days prior to the earlier selection of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With respect to Securities of a series issued to a Trust or a Trustee on behalf of a Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to a Chubb Trust, prior to the earlier of (yi) the next succeeding date on which the Distributions on the Capital Preferred Securities of such Chubb Trust would be are payable but for such deferral, and or (zii) the date the Administrative Trustees of such Chubb Trust are required to give notice to any the New York Stock Exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date; and in either case, the Administrative . The Trustee shall promptly give notice to the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election to begin any selection of such Extension PeriodPeriod to the Holders of the outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Chubb Capital Trust Iii)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") ), during which Extension Periods the Company shall Corporation shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period); provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, and provided further, however that during any such Extension Period, the Company shall not, Corporation and the Guarantor shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock, (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Company Corporation that ranks rank pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company Corporation or the Guarantor of the debt securities of any Subsidiary of the Company that by their terms rank Corporation or the Guarantor if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of the Company's capital stock of the Corporation or the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's capital stock of the Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the CompanyCorporation's or the Guarantor's capital stock (or any capital stock of a Subsidiary of the CompanyCorporation or the Guarantor) for any class or series of the CompanyCorporation's or the Guarantor's capital stock stock, respectively, or of any class or series of the CompanyCorporation's or the Guarantor's indebtedness for any class or series of the CompanyCorporation's or the Guarantor's capital stock, respectively, (c) the purchase of fractional interests in shares of the CompanyCorporation's or the Guarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) payments under the Guarantee with respect to the Securities of such series, or (f) any dividend in the form of stock, 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 pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company Corporation may further defer the payment of interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or Securities, extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company Corporation may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company Corporation shall give the Holders of the Securities of such series written and the Trustee notice of its election to begin any such Extension Period at least ten one Business Days Day prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferraldeferral or, and (x) the date the Company is required to give notice with respect to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With respect to Securities of a series issued to a Trust or a Trustee on behalf of a an Issuer Trust, so long as any such Securities are held by such Trust or a Trustee on behalf of such Issuer Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (yi) the next succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (zii) the date on which the Administrative Trustees Property Trustee of such Issuer Trust are is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date; and in either case, the Administrative . The Trustee shall promptly give notice to the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the CompanyCorporation's election to begin any such Extension PeriodPeriod to the Holders of the Outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 3.01 with respect to the Securities of a particular series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to such Securities, the Company shall have the right, at any time or from time to time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 3.01 (each, an "Extension Period") during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; ), provided, however, that no Extension Period shall exceed the period or periods specified in such securities or may extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during these Securities. During any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (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 (which includes common and preferred stock), or (ii) make any payment of principal of or interest principal, interest, or premium, if any, on or repay, repurchase or redeem any debt security securities of the Company (including Other Debentures) that ranks rank pari passu with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than (a) repurchasesdividends or distributions in common stock of the Company, redemptions (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or other 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 applicable Company Guarantee, (d) purchases or acquisitions of shares of the Company's capital stock Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement contractual obligation of the Company (other than a contractual obligation ranking pari passu with or for the benefit junior to these Securities, (e) as a result of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance reclassification of the Company's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, or (cf) 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, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) payments under the Guarantee with respect to the Securities of such series, or (f) any dividend in the form of stock, 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 pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; provided, provided however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders of Trustee and the Securities of such series written Property Trustee notice of its election to begin any such Extension Period (or an extension thereof) at least ten three Business Days prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferralor, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With with respect to the Securities of a series issued to a Trust or a Trustee on behalf of a Southern Financial Capital Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (yi) the next succeeding date on which the Distributions on the Capital Trust Securities of such Southern Financial Capital Trust would be have been payable but except for the election to begin or extend such deferral, and Extension Period or (zii) the date the Administrative Trustees of or such Southern Financial Capital Trust are required to give notice to any applicable self-regulatory organization automated quotation system or to holders of such Capital Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one three Business Day Days prior to such record date; and in either case, . There is no limitation on the Administrative Trustee shall promptly give notice to number of times that the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election Company may elect to begin any such an Extension Period.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Southern Financial Capital Trust I)
Deferrals of Interest Payment Dates. (1) If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period); provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, and provided further, that however, that, during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (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 of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Company that ranks pari passu with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu in all respects with or junior in interest to the Securities of such series (other than (aA) repurchases, redemptions or other acquisitions of shares of the Company's capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (bB) as a result of a reclassification, an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (cC) 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, (dD) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) payments under the Guarantee with respect to the Securities of such series, or (fE) any dividend in the form of stock, 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 pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities or Securities, extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series written and the Trustee notice of its election to begin any such Extension Period at least ten one Business Days Day prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferraldeferral or, and (x) the date the Company is required to give notice with respect to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With respect to Securities of a series issued to a Trust or a Trustee on behalf of a the Issuer Trust, so long as any such Securities are held by such Trust or a Trustee on behalf of such the Issuer Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (ya) the next succeeding date on which Distributions (as defined in the Trust Agreement) on the Capital Securities of such the Issuer Trust would be payable but for such deferral, and (zb) the date on which the Administrative Trustees Property Trustee of such the Issuer Trust are is required to give notice to any applicable self-regulatory organization or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date; and in either case, the Administrative .
(2) The Trustee shall promptly give notice to the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election to begin any such Extension PeriodPeriod to the Holders of the Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (BSB Capital Trust I)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Debt Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Debt Securities for such period or periods as may be specified as contemplated by Section 3.1 301 (each, an "Extension Period") ), during which Extension Periods the Company shall shall, if so specified as contemplated by Section 301, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Debt Securities (together with Additional Interest thereon, if any, at the rate specified for the Debt Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period); providedPROVIDED, howeverHOWEVER, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Debt Securities of such series; providedand PROVIDED FURTHER, furtherHOWEVER that, that unless otherwise specified as contemplated by Section 301, during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (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, (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Company that ranks pari passu rank PARI PASSU in all respects with or junior in interest to the Debt Securities of such series or (iii) make except for any guarantee partial payments of interest with respect to any guarantee by and permitted under the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Debt Securities of such series series), or (ii) declare or pay any dividends or distributions, or redeem, purchase, acquire or make a liquidation payment on, any of the Company's capital stock (other than (a) repurchases, redemptions or other acquisitions of shares of the Company's capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors directors, consultants or consultantsindependent contractors, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange exchange, redemption or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary subsidiary of the Company) for any other class or series of the Company's capital stock stock, or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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 securities being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) payments any payment by the Company under the any Guarantee with respect to the Securities of such seriesAgreement, or (f) any dividend in the form of stock, 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 pari passu PARI PASSU with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided PROVIDED that no Event of Default has occurred and is continuing, and PROVIDED, FURTHER that no Extension Period shall exceed the period or periods specified in such Debt Securities or extend beyond the Stated Maturity of the principal of such Debt Securities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension PeriodPeriod (except for any partial payments of interest with respect to and permitted under the Debt Securities of such series), except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 301. The Company shall give the Holders of the Debt Securities of such series written notice of its election to begin any such Extension Period at least ten Business Days prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With respect to Securities of a series issued to a Trust or a Trustee on behalf of a Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Debt Securities of such series would be payable but for such deferral or, with respect to any Debt Securities of a series issued to an Issuer Trust, so long as any such Debt Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (yi) the next succeeding date on which Distributions on the Capital Trust Securities of such Issuer Trust would be payable but for such deferral, and (zii) the date on which the Administrative Trustees Property Trustee of such Issuer Trust are is required to give notice to any applicable self-regulatory organization or to holders of such Capital Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date; and in either case, the Administrative . The Trustee shall promptly give notice to the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election to begin any such Extension PeriodPeriod to the Holders of the Outstanding Debt Securities of such series.
Appears in 1 contract
Sources: Indenture (Wells Fargo & Co/Mn)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the that Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (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 of or interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company that ranks pari passu with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Securities securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares distributions in the capital stock of the Company's capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any a Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (ec) payments under the Guarantee with respect any Mellon Guarantee, and (d) purchases of Common Stock related to the Securities issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan, or related to the issuance of Common Stock (or securities convertible into or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the commencement of such series, or (f) any dividend in the form of stock, 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 pari passu with or junior to such stockExtension Period). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders of the Securities of such series written and the Trustee notice of its election to begin any such Extension Period at least ten one Business Days Day prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferraldeferral or, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With with respect to the Securities of a series issued to a Trust or a Trustee on behalf of a Mellon Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such Mellon Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (yi) the next succeeding date on which Distributions on the Capital Preferred Securities of such Mellon Trust would be payable but for such deferral, and deferral or (zii) the date the Administrative Trustees of such Mellon Trust are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date; and in either case, the Administrative . The Trustee shall promptly give notice to the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election to begin any such Extension PeriodPeriod to the Holders of the Outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 3.01 with respect to the Securities of a particular series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to such Securities, the Company shall have the right, at any time or from time to time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 3.01 (each, an "Extension Period") during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; ), provided, however, that no Extension Period shall exceed the period or periods specified in such securities or may extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during these Securities. During any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (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 (which includes common and preferred stock), or (ii) make any payment of principal of or interest principal, interest, or premium, if any, on or repay, repurchase or redeem any debt security securities of the Company (including Other Debentures) that ranks rank pari passu with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank (including Other Guarantees) if such guarantee ranks pari passu with or junior in interest to the Securities of such series (other than (a) repurchasesdividends or distributions in common stock of the Company, redemptions (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or other 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 applicable Company Guarantee, (d) purchases or acquisitions of shares of the Company's capital stock Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement contractual obligation of the Company (other than a contractual obligation ranking pari passu with or for the benefit junior to these Securities, (e) as a result of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance reclassification of the Company's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, or (cf) 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, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) payments under the Guarantee with respect to the Securities of such series, or (f) any dividend in the form of stock, 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 pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; provided, provided however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders of Trustee and the Securities of such series written Property Trustee notice of its election to begin any such Extension Period (or an extension thereof) at least ten three Business Days prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferralor, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With with respect to the Securities of a series issued to a Trust or a Trustee on behalf of a Resource Capital Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (yi) the next succeeding date on which the Distributions on the Capital Trust Securities of such Resource Capital Trust would be have been payable but except for the election to begin or extend such deferral, and Extension Period or (zii) the date the Administrative Trustees of or such Resource Capital Trust are required to give notice to any applicable self-regulatory organization automated quotation system or to holders of such Capital Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one three Business Day Days prior to such record date; and in either case, . There is no limitation on the Administrative Trustee shall promptly give notice to number of times that the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election Company may elect to begin any such an Extension Period.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Resource Capital Trust I)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 301 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer extend the interest payment of interest on period for such Securities for such period or periods as may be specified as contemplated by Section 3.1 301 (each, an "Extension Period") during which Extension Periods periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At , and at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; ), provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit cause any Subsidiary not to, (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 of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt security of the Company securities that ranks rank pari passu with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Securities of such series foregoing (other than (a) repurchases, redemptions dividends or other acquisitions of shares distributions in common stock of the Company's capital stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange redemptions or conversion purchases of any class or series of rights pursuant to the Company's capital stock (Rights Plan, or any capital stock of a Subsidiary of successor to such Rights Plan, and the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (d) any declaration of a dividend of such rights in connection with any Rights Planthe future, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, and (ec) payments under the Guarantee with respect to the Securities of such series, or (f) any dividend in the form of stock, 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 pari passu with or junior to such stockHartford Guarantee). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no such Extension Period together with all such previous and further extensions of such Extension Period shall not exceed the period or periods so specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders of the Securities of such series written and the Trustee notice of its election to begin any such Extension Period at least ten Business Days prior to the earlier selection of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With respect to Securities of a series issued to a Trust or a Trustee on behalf of a Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to a Hartford Trust, prior to the earlier of (yi) the next succeeding date on which the Distributions on the Capital Preferred Securities of such Hartford Trust would be are payable but for such deferral, and or (zii) the date the Administrative Trustees of such Hartford Trust are required to give notice to any the New York Stock Exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date; and in either case, the Administrative . The Trustee shall promptly give notice to the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election to begin any selection of such Extension PeriodPeriod to the Holders of the outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Hartford Financial Services Group Inc/De)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period); provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, and provided further, that however, that, during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (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 of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Company that ranks pari passu with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of the Company's capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or in connection with the issuance of the Company's capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) payments under the Guarantee with respect to the Securities of such series, or (f) any dividend in the form of stock, 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 pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities or Securities, extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series written and the Trustee notice of its election to begin any such Extension Period at least ten one Business Days Day prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferraldeferral or, and (x) the date the Company is required to give notice with respect to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With respect to Securities of a series issued to a Trust or a Trustee on behalf of a an Issuer Trust, so long as any such Securities are held by such Trust or a Trustee on behalf of such Issuer Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (yi) the next succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (zii) the date on which the Administrative Trustees Property Trustee of such Issuer Trust are is required to give notice to any applicable self-regulatory organization or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date; and in either case, the Administrative . The Trustee shall promptly give notice to the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election to begin any such Extension PeriodPeriod to the Holders of the Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (City Holding Capital Trust Ii)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such seriesthe Debentures, from time to time to defer the payment of interest on such Securities the Debentures for such up to 20 consecutive quarterly interest payment periods with respect to each deferral period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") ), during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities Debentures (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series 10.0%, to the extent permitted by applicable law) to the Persons in whose names the Securities Debentures are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such seriesDebentures; and provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (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, (ii) make any payment of principal of or interest or of, premium, if any, or interest on or repay, repurchase or redeem any debt security of the Company that ranks pari passu with or junior in interest to the Securities of such series Debentures or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Securities of such series Debentures (other than (a) repurchases, redemptions dividends or other acquisitions of shares of the Company's capital stock distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (db) any declaration of a dividend in connection with any Rights Plan, or the issuance implementation of rights, stock or other property under any a Rights Plan, or the redemption or repurchase of any rights distributed pursuant theretoto a Rights Plan, (ec) payments under the Guarantee with respect to such Debenture and (d) purchases of Common Stock related to the Securities issuance of Common Stock or rights under any of the Company's benefit plans for its directors, officers or employees, related to the issuance of Common Stock or rights under a dividend reinvestment and stock purchase plan or related to the issuance of Common Stock (or securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the commencement of such series, or (f) any dividend in the form of stock, 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 pari passu with or junior to such stockExtension Period). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed the period or 20 consecutive quarterly periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securitiesthe Debentures. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company If the Property Trustee shall give be the Holders sole Holder of the Securities of such series written notice of its election to begin any such Extension Period at least ten Business Days prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With respect to Securities of a series issued to a Trust or a Trustee on behalf of a Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such TrustDebentures, the Company shall give the Trust, the Administrative Trustees and the Property Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (yi) the next succeeding date on which Distributions on the Capital Preferred Securities of such the Trust would be payable but for such deferral, and deferral or (zii) the date the Administrative Trustees of such the Trust are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date; and in either case. If the Property Trustee shall not be the sole Holder of the Debentures, the Administrative Company shall give Holders written notice of its election to begin any such Extension Period at least ten Business Days prior to the earlier of (i) the next succeeding date Interest Payment Date or (ii) the date the Company is required to give notice to any securities exchange or other applicable self-regulatory organization or to Holders of the record date or the date of such Interest Payment Date. Notwithstanding any other provision of this Indenture, for all purposes under this Indenture Distributions on the Debentures shall not be deemed payable, and the deferral of Distributions shall not constitute an Event of Default, at any time during which an Extension Period is in effect. The Trustee shall promptly give notice to the holders of the Capital Securities of such Trustnotice, in the name and at the expense of the Company, of the Company's election to begin any such Extension PeriodPeriod to the Holders of the Outstanding Debentures.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period); provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (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 of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Company that ranks rank pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank if such guarantee ranks pari passu with or junior in interest to the Securities securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of the Company's capital stock distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCommon Stock, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Common Stock of any class or series of preferred stock or other property of the Company under any Rights Plan, Plan in the future or the redemption or repurchase of any rights pursuant thereto, (ec) payments under the Guarantee with respect any Providian Guarantee, and (d) purchases of Common Stock related to the Securities issuance of such seriesCommon Stock or rights under any of the Company's or its Subsidiaries' benefit plans for their directors, officers or (f) any dividend in the form of stock, 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 pari passu with or junior to such stockemployees). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereofthereof but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series written notice of its election to begin any such Extension Period at least ten Business Days prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With respect to Securities of a series issued to a Trust or a Property Trustee on behalf of a Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (yi) the next succeeding date on which the Distributions on the Capital Securities of such Providian Trust would be have been payable but except for the election to begin such deferral, and Extension Period or (zii) the date the Administrative Trustees Property Trustee of such Providian Trust are is required to give notice to any applicable self-regulatory organization or to holders of such Capital Securities of the record date or (iii) the date such Distributions are payable, but in any event not less than one Business Day prior to such record date; and in either case. The Trustee, the Administrative Trustee shall promptly give notice to the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension PeriodPeriod to the Holders of the Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Providian Financial Corp)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension PeriodPeriod ") during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period); provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with with. respect to, any of the Company's capital stock, or (ii) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Company that ranks rank pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank if such guarantee ranks pari passu with or junior in interest to the Securities securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of the Company's capital stock distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCommon Stock, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Common Stock of any class or series of preferred stock or other property of the Company under any Rights Plan, Plan in the future or the redemption or repurchase of any rights pursuant thereto, (ec) payments under the Guarantee with respect any BankAmerica Guarantee, and (d) purchases of Common Stock related to the Securities issuance of such seriesCommon Stock or rights under any of the Company's (or its subsidiaries') benefit plans for their directors, officers or (f) any dividend in the form of stock, 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 pari passu with or junior to such stockemployees). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders of the Securities of such series written and the Trustee notice of its election to begin any such Extension Period at least ten one Business Days Day prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferraldeferral or, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With with respect to the Securities of a series issued to a Trust or a Trustee on behalf of a BankAmerica Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such BankAmerica Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (yi) the next succeeding date on which Distributions on the Capital Preferred Securities of such BankAmerica Trust would be payable but for such deferral, and deferral or (zii) the date the Administrative Trustees of such BankAmerica Trust are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date; and in either case. For purposes hereof, neither the Administrative Trustee Company's Senior Debt nor its Senior Subordinated Debt shall promptly give notice be deemed to be pari passu with the holders of the Capital Securities of such TrustSecurities. The Trustee, in the name and at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension PeriodPeriod to the Holders of the Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Bankamerica Corp/De/)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 2.01 with respect to the Securities of a particular series, so long as provided that no Event of Default has occurred and is continuingcontinuing with respect to the Securities, the Company shall have the right, at any time or from time to time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 2.01 (each, an "Extension Period") during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; ), provided, however, that no Extension Period shall exceed the period or periods specified in such securities or may extend beyond the Stated Maturity of the principal these Securities. During an Extension Period, interest will continue to accrue and holders of the Securities of such series; provided, further, that during will be required to accrue interest income for U.S. Federal income tax purposes. During any such Extension Period, the Company shall not, and shall the Guarantor will not permit any Subsidiary to, (ia) 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 its capital stock (which includes common and preferred stock), or (iib) make make, or permit any Subsidiary to make, any payment of principal of or principal, interest or premium, if anyany (other than payments under the Subordinated Notes), on or repay, repurchase or redeem any debt security that ranks pari passu with or junior in interest to the Securities of such series, the Company that Guarantee with respect thereto or the Subordinated Notes, as the case may be, or (c) make, or permit any Subsidiary to make, any guarantee payments with respect to any guarantee of any debt security (other than payments under the related Guarantee Agreement or the Guarantee with respect to the Securities of such series), if such guarantee ranks pari passu with or junior in interest to the Securities of such series or (iii) make any guarantee payments the Guarantee with respect to any guarantee by thereto. Notwithstanding the Company of foregoing, the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Securities of such series following shall not be prohibited: (other than (ai) repurchases, redemptions or other acquisitions of shares of the Company's capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable selection of an Extension PeriodPeriod by the Company, as applicable, (ii) any transactions described in (a) or (b) as a result above resulting from any reclassification of an the Guarantor's capital stock, or the exchange or conversion of any class or series of the CompanyGuarantor's capital stock (for any other class or any capital stock of a Subsidiary series of the Company) Guarantor's capital stock, or the exchange or conversion of any class or series of the Guarantor's Indebtedness for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the CompanyGuarantor's capital stock, (ciii) the purchase of fractional interests in shares of the CompanyGuarantor's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, or (div) any declaration of a dividend in connection with any Rights Planstockholders' rights plan, or the issuance of rights, stock or other property under any Rights Planstockholders' rights plan, or the redemption or repurchase of rights pursuant thereto, (e) payments under the Guarantee with respect to the Securities of such series, or (f) any dividend in the form of stock, 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 pari passu with or junior to such stock). Prior to the termination of any such Extension Period, but provided that no Event of Default has occurred and is continuing, the Company may further defer the payment of interestextend such Extension Period; provided, provided however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders of the Securities of such series written and the Trustee and the Property Trustee notice of its election to begin any such Extension Period (or an extension thereof) at least ten five Business Days prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferralor, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With with respect to the Securities of a series issued to a Trust or a Trustee on behalf of a Kingsway Financial Capital Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (yi) the next succeeding date on which the Distributions on the Capital Trust Securities of such Kingsway Financial Capital Trust would be have been payable but except for the election to begin or extend such deferral, and Extension Period or (zii) the date the Administrative Trustees of such Kingsway Financial Capital Trust are required to give notice to any applicable self-regulatory organization exchange or automated quotation system or to holders of such Capital Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date; and in either case, . There is no limitation on the Administrative Trustee shall promptly give notice to number of times that the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election Company may elect to begin any such an Extension Period.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 2.01 or Section 3.1 2.02 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 2.01 (each, an "Extension Period") during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Dateinterest payment date. No Extension Period shall end on a date other than an Interest Payment Dateinterest payment date or extend beyond the Stated Maturity or any earlier prepayment date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest or other interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during ). During any such Extension Period, the Company shall not, and shall not permit cause any Subsidiary not to, (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 Capital Stock (which includes Common Stock and preferred stock, ) or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Company that ranks pari passu rank on a parity with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any Aon Guarantee or other guarantee by the Company of the debt securities of any Subsidiary of the Company that by their its terms rank pari passu ranks on a parity with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of the Company's capital stock distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, Common Stock; (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Capital Stock of any class or series of preferred stock or other property of the Company under any Rights Plan, Plan or the redemption or repurchase of any rights distributed pursuant thereto, to a Rights Plan; (ec) payments under any Aon Guarantee relating to the Guarantee with respect to Preferred Securities issued by the Aon Trust holding the Securities of such series; 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, employees, consultants or (f) any dividend in the form of stock, 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 pari passu with or junior to such stockadvisors). Prior to Before the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; provided, provided however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or any earlier prepayment date. Upon At any time following the termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest or other interest then due on any Interest Payment Datedue, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give If the Holders Property Trustee of an Aon Trust is the only registered holder of the Securities of such a series at the time the Company elects to begin or extend an Extension Period, the Company shall give written notice to such Property Trustee and the Trustee of its election to begin or extend any such Extension Period at least ten five Business Days prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With respect to Securities of a series issued to a Trust or a Trustee on behalf of a Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (yi) the next succeeding date on which Distributions on the corresponding Capital Securities of issued by such Aon Trust would be have been payable but for the election to begin or extend such deferral, and Extension Period or (zii) the date the Administrative Trustees of such Aon Trust are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one five Business Day Days prior to such record date; and in either case. If the Property Trustee of an Aon Trust is not the only holder of the Securities of a series at the time the Company elects to begin or extend an Extension Period, the Company shall give the holders of such Securities and the Trustee written notice of its election to begin or extend such Extension Period at least ten Business Days prior to the earlier of (i) the next succeeding interest payment date or (ii) the date the Company is required to give notice of the record or payment date of such interest payment to any applicable self-regulatory organization or to holders of such Securities. An Administrative Trustee shall promptly give notice to the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election to begin any or extend an Extension Period to the holders of the outstanding Preferred Securities of such Extension PeriodAon Trust.
Appears in 1 contract
Sources: Indenture (Aon PLC)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period); provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (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 of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Company that ranks rank pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank if such guarantee ranks pari passu with or junior in interest to the Securities securities of such series (other than (a) repurchases, redemptions dividends or other acquisitions of shares of the Company's capital stock distributions in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension PeriodCommon Stock, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (d) any declaration of a dividend in connection with any the implementation of a Rights Plan, or the issuance of rights, any Common Stock of any class or series of preferred stock or other property of the Company under any Rights Plan, Plan in the future or the redemption or repurchase of any rights pursuant thereto, (ec) payments under the Guarantee with respect any BankAmerica Guarantee, and (d) purchases of Common Stock related to the Securities issuance of such seriesCommon Stock or rights under any of the Company's benefit plans for its directors, officers or (f) any dividend in the form of stock, 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 pari passu with or junior to such stockemployees). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon the termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders of the Securities of such series written and the Trustee notice of its election to begin any such Extension Period at least ten one Business Days Day prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferraldeferral or, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With with respect to the Securities of a series issued to a Trust or a Trustee on behalf of a BankAmerica Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such BankAmerica Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (yi) the next succeeding date on which Distributions on the Capital Preferred Securities of such BankAmerica Trust would be payable but for such deferral, and deferral or (zii) the date the Administrative Trustees of such BankAmerica Trust are required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date; and in either case. For purposes hereof, neither the Administrative Trustee Company's Senior Debt nor its Senior Subordinated Debt shall promptly give notice be deemed to be pari passu with the holders of the Capital Securities of such TrustSecurities. The Trustee, in the name and at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension PeriodPeriod to the Holders of the Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Bankamerica Capital Viii)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company Corporation shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension Period") ), during which Extension Periods the Company shall Corporation shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period); provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, and provided further, however that during any such Extension Period, the Company shall not, and Corporation shall not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the CompanyCorporation's capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Company Corporation that ranks pari passu with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of the Company's capital stock of the Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance The Trustee shall promptly give notice of the CompanyCorporation's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) payments under the Guarantee with respect to the Securities of such series, or (f) any dividend in the form of stock, 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 pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders of the Securities of such series written notice of its election to begin any such Extension Period at least ten Business Days prior to the earlier Holders of (w) the next succeeding Interest Payment Date on which interest on Outstanding Securities of such series would be payable but for such deferral, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With respect to Securities of a series issued to a Trust or a Trustee on behalf of a Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (y) the next succeeding date on which Distributions on the Capital Securities of such Trust would be payable but for such deferral, and (z) the date the Administrative Trustees of such Trust are required to give notice to any applicable self-regulatory organization or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date; and in either case, the Administrative Trustee shall promptly give notice to the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election to begin any such Extension Periodseries.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Fifth Third Bancorp)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, each an "Extension Period") not to exceed the number of consecutive quarterly, semi-annual or other periods that equal five years with respect to each Extension Period, during which Extension Periods the Company shall shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period); provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, and provided further, that however, that, during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (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 of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Company that ranks rank pari passu in all respects with or junior in interest to the Securities of such series or (iii) make any guarantee payments including the Company's obligations associated with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Outstanding Capital Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of the Company's capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (c) 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, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) payments under the Guarantee with respect to the Securities of such series, or (f) any dividend in the form of stock, 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 pari passu with or junior to such stock). Prior to the that termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities or Securities, extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Company shall give the Holders of the Securities of such series written and the Trustee notice of its election to begin any such Extension Period at least ten one Business Days Day prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferraldeferral or, and (x) the date the Company is required to give notice with respect to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With respect to Securities of a series issued to a Trust or a Trustee on behalf of a an Issuer Trust, so long as any such Securities are held by such Trust or a Trustee on behalf of such Issuer Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (yi) the next succeeding date on which Distributions on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (zii) the date on which the Administrative Trustees Property Trustee of such Issuer Trust are is required to give notice to any applicable self-regulatory organization or to holders of such Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date; and in either case, the Administrative . The Trustee shall promptly give notice to the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election to begin any such Extension PeriodPeriod to the Holders of the Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (First Empire Capital Trust Ii)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so (a) So long as no Event of Default has occurred and is continuing, the Company shall have the right, at any time during the term of such seriesthe Securities, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, each an "Extension Period") not to exceed the number of consecutive interest periods that equal 20 consecutive quarterly periods with respect to each Extension Period, during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period); provided, however, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such seriesSecurities; provided, and provided further, that however, that, during any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (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, (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt security securities of the Company that ranks pari passu with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Securities, including the Company's obligations associated with the Preferred Securities or (iii) redeem, purchase or acquire less than all of such series the Securities or any of the Preferred Securities (other than (aA) repurchases, redemptions or other acquisitions of shares of the Company's capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder shareholder stock purchase plan or in connection with the issuance of the Company's capital stock of the Company (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into at least 30 days prior to the applicable Extension Extenstion Period, (bB) as a result of a reclassification, an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (cC) 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, (dD) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) payments under the Guarantee with respect to the Securities of such series, or (fE) any dividend in the form of stock, 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 pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or periods specified in such Securities or twenty (20) consecutive quarterly periods, extend beyond the Stated Maturity of the principal of such SecuritiesSecurities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the above requirementsconditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest. The Company shall give the Holders of the Securities of such series written notice of its election to begin any such Extension Period at least ten Business Days prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With respect to Securities of a series issued to a Trust or a Trustee on behalf of a Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities would be payable but for such deferral or, with respect to any Securities issued to the Issuer Trust, so long as any such Securities are held by the Issuer Trust, at least one Business Day prior to the earlier of (yx) the next succeeding date on which Distributions (as defined in the Trust Agreement) on the Capital Preferred Securities of such the Issuer Trust would be payable but for such deferral, and (zy) the date on which the Administrative Trustees Property Trustee of such the Issuer Trust are is required to give notice to any applicable self-regulatory organization or to holders of such Capital Preferred Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior to such record date; and in either case, the Administrative .
(b) The Trustee shall promptly give notice to the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election to begin any such Extension PeriodPeriod to the Holders of the Outstanding Securities.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Allegiant Bancorp Inc)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 3.01 with respect to the Securities of a particular series, so long as on or after the Rate Reset Date provided that no Event of Default has occurred and is continuingcontinuing with respect to such Securities, the Company shall have the right, at any time or from time to time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 3.01 (each, an "Extension Period") during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities (together with Additional interest thereon accrued at available annual rate equal to the Applicable Rate, compounded semi-annually from the relevant Interest thereonPayment Date, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided), howeverPROVIDED, HOWEVER, that no Extension Period shall exceed the period or periods specified in such securities or may extend beyond the Stated Maturity of the principal these Securities. During an Extension Period, interest will continue to accrue and Holders of the Securities of such series; provided, further, that during will be required to accrue interest income for U.S. Federal income tax purposes. During any such Extension Period, the Company shall not, and shall not permit any Subsidiary to, (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 (which includes common and preferred stock), or (ii) make any payment of principal of or interest 58 58 principal, interest, or premium, if any, on or repay, repurchase or redeem any debt security securities of the Company (including Other Debentures) that ranks pari passu rank PARI PASSU with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu if such guarantee ranks PARI PASSU with or junior in interest to the Securities of such series (other than (a) repurchasesdividends or distributions in common stock of the Company, redemptions (b) any declaration of a dividend in connection with the implementation of a stockholders' rights plan, or other 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 applicable National City Capital Guarantee, (d) purchases or acquisitions of shares of the Company's capital stock Common Stock in connection with the satisfaction by the Company of its obligations under any employment contract, employee benefit plan or other similar arrangement contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or for the benefit junior to these Securities, (e) as a result of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance reclassification of the Company's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any one class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series of the Company's capital stock or of any class or series of the Company's indebtedness for any another class or series of the Company's capital stock, or (cf) 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, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) payments under the Guarantee with respect to the Securities of such series, or (f) any dividend in the form of stock, 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 pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer the payment of interestextend such Extension Period; PROVIDED, provided HOWEVER, that no Extension Period shall exceed the period or 10 consecutive semi-annual periods specified in such Securities or extend beyond the Stated Maturity of the principal of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, and subject to the foregoing limitations, the Company may elect to begin a new Extension Period, subject to the above requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders of Holders, the Securities of such series written Trustee and the Property Trustee notice of its election to begin any such Extension Period (or an extension thereof) at least ten three Business Days prior to the earlier of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferralor, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With with respect to the Securities of a series issued to a Trust or a Trustee on behalf of a National City Capital Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (yi) the next succeeding date on which the Distributions on the Capital Trust Securities of such National City Capital Trust would be have been payable but except for the election to begin or extend such deferral, and Extension Period or (zii) the date the Administrative Trustees of such National City Capital Trust are required to give notice to any applicable self-regulatory organization automated quotation system or to holders of such Capital Trust Securities of the record date or the date such Distributions are payable, but in any event not less than one three Business Day Days 59 59 prior to such record date; and in either case, . There is no limitation on the Administrative Trustee shall promptly give notice to number of times that the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election Company may elect to begin any such an Extension Period.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the The Company shall have the right, at any time during the term of such seriesthe Debentures, so long as no Debenture Event of Default has occurred and is continuing, from time to time to defer extend the interest payment of interest on such Securities period for such the Debentures for up to 20 consecutive quarters with respect to each deferral period or periods as may be specified as contemplated by Section 3.1 (each, an "Extension PeriodEXTENSION PERIOD") during which Extension Periods periods the Company shall have the right to not make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At , and at the end of any such Extension Period, Period the Company shall pay all interest then accrued and unpaid on the Securities thereon (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series Debentures, to the extent permitted by applicable law) to the Persons in whose names the Securities are registered at the close of business on the Regular Record Date with respect to the Interest Payment Date at the end of such Extension Period; provided), howeverPROVIDED, that no Extension Period shall exceed the period or periods specified in such securities or extend beyond the Stated Maturity of the principal of the Securities of such series; provided, furtherHOWEVER, that during any such Extension Period, the Company shall not, and shall not permit cause any Subsidiary not to, (ia) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital stock, stock or (iib) make any payment of principal of or principal, interest or premium, if any, on or repay, repurchase or redeem any debt security securities (including guarantees of indebtedness for money borrowed) of the Company that ranks pari passu rank PARI PASSU with or junior in interest to the Securities of such series or (iii) make any guarantee payments with respect to any guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in interest to the Securities of such series Debentures (other than (ai) repurchasesany dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of securities (including capital stock) that rank PARI PASSU with or junior to the securities on which such dividend, redemption, interest, principal or guarantee payment is being made, (ii) redemptions or other acquisitions purchases of shares any rights pursuant to a stockholder rights agreement and the declaration of a dividend of such rights or the issuance of preferred stock under such plan in the future, (iii) payments under the Guarantee, (iv) purchases of Common Stock related to the issuance of Common Stock under any of the Company's capital stock in connection with any employment contractbenefit plans for its directors, benefit plan officers or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of the Company's capital stock (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (bv) as a result of an exchange or conversion of any class or series of the Company's capital stock (or any capital stock of a Subsidiary of the Company) for any class or series reclassification of the Company's capital stock or the exchange or conversion of any one series or class or series of the Company's indebtedness for any class or series of the Company's capital stock, stock for another series or class of the Company's capital stock and (cvi) 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, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, (e) payments under the Guarantee with respect to the Securities of such series, or (f) any dividend in the form of stock, 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 pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Company may further defer extend the interest payment of interestperiod, provided PROVIDED that no such Extension Period shall exceed the period or periods specified in such Securities 20 consecutive quarters or extend beyond the Stated Maturity of the principal of such SecuritiesDebentures. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Datedue, the Company may elect to begin select a new Extension Period, subject to the above requirements. No interest interest, including Additional Interest, if any, shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders of Trustee, the Securities of such series Property Trustee and the Administrative Trustees written notice of its election to begin any such Extension Period at least ten Business Days prior to the earlier selection of (w) the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral, and (x) the date the Company is required to give notice to any applicable self-regulatory organization or to Holders of such Securities of the record date or the Interest Payment Date, but in any event not less than two Business Days prior to such record date. With respect to Securities of a series issued to a Trust or a Trustee on behalf of a Trust, so long as such Securities are held by such Trust or a Trustee on behalf of such Trust, the Company shall give the Trust, the Administrative Trustees and the Trustee written notice of its election to begin any such Extension Period at least one Business Day prior to the earlier of (yi) the next succeeding record date on which Distributions for the date the distributions on the Capital Preferred Securities of the Trust (or if no, Preferred Securities are outstanding, for the date interest on the Debentures) would have been payable except for the election to begin such Trust would be payable but for such deferral, Extension Period and (zii) the date the Administrative Trustees of such Trust Property Trustee (or, if no Preferred Securities are outstanding, the Trustee) is required to give notice to any NYSE or other applicable self-regulatory organization or to holders of such Capital Preferred Securities (or, if no Preferred Securities are outstanding, to the Holders of the such Debentures) of such record date or the date such Distributions are payabledate, but in any event not less than one Business Day prior to such record date; and in either case, . Such notice shall specify the Administrative period selected. The Trustee shall promptly give notice to the holders of the Capital Securities of such Trust, in the name and at the expense of the Company, of the Company's election to begin any selection of such Extension PeriodPeriod to the Holders of the outstanding Debentures and Preferred Securities.
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Sources: Junior Convertible Subordinated Indenture (Dura Automotive Systems Inc)