Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 with respect to the Securities of a particular series, 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 301 (each, an "Extension Period"), during which Extension Periods the Company shall have the right to make payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period). 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), provided, however, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 interest or premium, if any, on or repay, repurchase or redeem, or make any sinking fund payment with respect to, any indebtedness that ranks PARI PASSU with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities of such series (other than (a) dividends or distributions in Common Stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date 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 requirements hereof. 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 and the Trustee notice of its election to begin or continue 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 an NVP Trust, prior to the earlier of (i) the date the Distributions on the Preferred Securities of such NVP Trust would have been payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period 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 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, neither the Company shall not, and shall cause all Subsidiaries not toor the Guarantor shall, (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 its capital stock, or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security issued by it that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by the Company or the Guarantor of the debt securities of any Subsidiary of the Company or the Guarantor that by their terms rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the CompanyStock, (b) redemptions any declaration of a dividend in connection with the implementation of a Rights Plan, the issuance of any Common Stock or purchases any class or series of preferred stock of the Company or the Guarantor under any Rights Plan or the repurchase of any rights distributed pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase a Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's or the Guarantor's benefit plans for its their respective directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesemployees). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove 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 and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP FPC Capital Trust, so long as such Securities are held by such FPC Capital Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP FPC Capital Trust would have been be payable except but for the election to begin or continue such Extension Period, deferral or (ii) the date the Administrative Trustees Trustee of such NVP FPC Capital Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-self regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 2.01 or Section 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 Date (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries 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 (which includes common and preferred stock), or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such ▇▇▇▇▇ Fargo Guarantee or other guarantee ranks PARI PASSU with by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock of the Company, Stock; (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such rights or a Rights Plan, the issuance of Preferred any Common Stock of any class or series of preferred stock of the Company under such plans in any Rights Plan or the future, redemption or repurchase of any rights distributed pursuant to a Rights Plan; (c) payments under any Nevada Power ▇▇▇▇▇ Fargo Guarantee, ; and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesemployees). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 Dateinterest payment date, the Company may elect to begin a new Extension Period, subject to the requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders holders of the Securities of such series and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the Interest Payment Date next succeeding interest payment date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP a ▇▇▇▇▇ Fargo Trust, so long as such Securities are held by such ▇▇▇▇▇ Fargo Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP ▇▇▇▇▇ Fargo Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or (ii) the date the Administrative Trustees of such NVP ▇▇▇▇▇ Fargo Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders holders of the outstanding Securities of such series.
Appears in 1 contract
Sources: Indenture (Wells Fargo Capital Iii)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment interest to the Securities of such series or make any guarantee payments series, including the Company's obligations associated with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Outstanding Capital Securities of such series (other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCompany 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 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) redemptions as a result of an exchange or purchases conversion of any rights 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 Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the futurerights pursuant thereto, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases any dividend in the form of Common Stock required 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 prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to the that termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Date 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 requirements hereofabove conditions. 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 and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the any Securities of a series issued to an NVP Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (ii) the date on which the Administrative Trustees Property Trustee of such NVP Issuer Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (First Empire State Corp)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 with respect to the Securities of a particular series, 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 301 (each, an "Extension Period"), during which Extension Periods the Company shall have the right to make payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period). 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), provided, however, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 interest or premium, if any, on or repay, repurchase or redeem, or make any sinking fund payment with respect to, any indebtedness that ranks PARI PASSU with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the ---- ----- Securities of such series (other than (a) dividends or distributions in Common Stock common stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power the applicable Central Fidelity Guarantee, (d) purchases or acquisitions of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any shares of the Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans for its directorsplan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to these Securities, officers or employees and ---- ----- (e) purchases as a result of Common Stock required a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, or (f) the purchase of fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no -------- ------- Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereof. 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 Trustee and the Property Trustee notice of its election to begin or continue any such Extension Period (or an extension thereof) at least one three Business Day Days prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP a Central Fidelity Capital Trust, prior to the earlier of (i) the date the Distributions on the Preferred Trust Securities of such NVP Central Fidelity Capital Trust would have been payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP Central Fidelity Capital Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the outstanding Securities of such seriesPeriod.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Central Fidelity Capital Trust I)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 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 cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the Company's capital stock, (b) redemptions or purchases any declaration of any rights pursuant to a dividend in connection with the Company's Stock Purchase implementation of a Rights Plan, or the redemption or repurchase of any successor rights distributed pursuant to such Stock Purchase a Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guaranteethe Guarantee with respect to such Security, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date 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 requirements hereof. 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 and the Trustee notice of its election to begin or continue 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 an NVP Trust, prior to the earlier of (i) the date the Distributions on the Preferred Securities of such NVP Trust would have been payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Securities of such series.,
Appears in 1 contract
Sources: Indenture (First Security Capital V)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (each, each an "“Extension Period")”) not to exceed twenty consecutive quarterly periods 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 no payments or partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 ’s capital stock, or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment interest to the Securities of such series (in each case, other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCompany in connection with any employment contract, benefit or incentive plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants of the Company or its Subsidiaries, in connection with a dividend reinvestment or stock purchase plan or in connection with capital stock of the Company (or securities convertible into or exercisable for such capital stock) issued as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) redemptions as a result of an exchange or purchases conversion of any rights 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 Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the futurerights pursuant thereto, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases any dividend in the form of Common Stock required 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 prevent the loss such stock or secure the renewal or reinstatement of any government license or franchise held (f) payments by the Company or any of its Subsidiariesunder the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Date 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 requirements hereofabove conditions. 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 and is not paid by the Company shall bear Additional Interest as and to the extent specified by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the any Securities of a series issued to an NVP Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (ii) the record date for determining the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred Capital Securities of the record date or the date entitled to such Distributions are payable, but in any event not less than one Business Day prior to such record dateon the Capital Securities. The Trustee shall promptly give notice of the Company's ’s election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified So long as contemplated by Section 301 with respect to the Securities no Event of a particular seriesDefault 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, 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 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)Date. At the end of any such Extension 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 7.0%, to the extent permitted by applicable law), ) to the Persons in whose names the 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 extend beyond the Stated Maturity of the principal of the Debentures; and provided, further, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, or interest on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series Debentures or (iii) make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in right of payment interest to the Securities of such series Debentures (other than (a) dividends or distributions in Common Stock of the Company's capital stock, (b) redemptions or purchases any declaration of any rights pursuant to a dividend in connection with the Company's Stock Purchase implementation of a Rights Plan, or the redemption or repurchase of any successor rights distributed pursuant to such Stock Purchase a Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guarantee, the Guarantee with respect to such Debenture and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases employees, related to the issuance of Common Stock required or rights under a dividend reinvestment and stock purchase plan or related to prevent the loss issuance of Common Stock (or secure securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the renewal or reinstatement commencement of any government license or franchise held by the Company or any of its Subsidiariessuch Extension Period). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Date of such Securitiesthe principal of the 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 requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The If the Property Trustee shall be the sole Holder of the Debentures, the Company shall give the Holders of the Securities of such series Administrative Trustees and the Property Trustee written notice of its election to begin or continue 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 an NVP Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP the Trust would have been be payable except but for the election to begin or continue such Extension Period, deferral or (ii) the date the Administrative Trustees of such NVP the Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. If the Property Trustee shall not be the sole Holder of the Debentures, the 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 notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the outstanding Securities of such seriesOutstanding Debentures.
Appears in 1 contract
Sources: Indenture (Caremark Rx Inc)
Deferrals of Interest Payment Dates. If specified specified, as contemplated by Section 301 2.01, with respect to the Securities of a particular series, provided that no Event of Default has occurred and is continuing 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 specified, as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), provided, however, that during no Extension Period may extend beyond the Maturity of the Securities. During an Extension Period, interest will continue to accrue and holders of the Securities 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 cause all Subsidiaries the Guarantor will not 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 ofprincipal, or interest or premium, if anyany (other than payments under the Subordinated Notes), on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series series, the Guarantee or make the Guarantee Agreement 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 indebtedness if such guarantee ranks PARI PASSU of any debt security (other than payments under the related Guarantee Agreement or the Guarantee with or junior in right of payment respect to the Securities of such series series), if such guarantee ranks pari passu with or junior in interest to the Securities of such series, the Guarantee or the Guarantee Agreement with respect thereto. Notwithstanding the foregoing, the following shall not be prohibited: (i) repurchases, redemptions or other than acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of 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 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 selection of an Extension Period by the Company, as applicable, (ii) any transactions described in (a) dividends or distributions in Common Stock of the Company, (b) redemptions above resulting from any reclassification of the Guarantor's capital stock, or purchases the exchange or conversion of any rights class or series of the Guarantor's capital stock for any other class or series of the 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 Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the Company's Stock Purchase Rights Planconversion or exchange provisions of such capital stock or the security being converted or exchanged, or (iv) any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such in connection with any stockholders' rights plan, or the issuance of Preferred Stock under such plans in the futurerights, (c) payments stock or other property under any Nevada Power Guaranteestockholders' rights plan, (d) purchases or the redemption or repurchase of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries)rights pursuant thereto. 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 extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date 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 requirements hereofabove 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 and the Trustee and the Property Trustee notice of its election to begin or continue any such Extension Period (or an extension thereof) at least one five Business Day Days prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP a Kingsway Financial Capital Trust, prior to the earlier of (i) the date the Distributions on the Preferred Trust Securities of such NVP Kingsway Financial Capital Trust would have been payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP Kingsway Financial Capital Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the outstanding Securities of such seriesPeriod.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified So long as contemplated by Section 301 with respect to the Securities no Event of a particular seriesDefault 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, 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 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)Date. At the end of any such Extension 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 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 extend beyond the Stated Maturity of the principal of the Debentures; and provided, further, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, or interest on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series Debentures or (iii) make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in right of payment interest to the Securities of such series Debentures (other than (a) dividends or distributions in Common Stock of the Company's capital stock, (b) redemptions or purchases any declaration of any rights pursuant to a dividend in connection with the Company's Stock Purchase implementation of a Rights Plan, or the redemption or repurchase of any successor rights distributed pursuant to such Stock Purchase a Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guarantee, the Guarantee with respect to such Debenture and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases employees, related to the issuance of Common Stock required or rights under a dividend reinvestment and stock purchase plan or related to prevent the loss issuance of Common Stock (or secure securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the renewal or reinstatement commencement of any government license or franchise held by the Company or any of its Subsidiariessuch Extension Period). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Date of such Securitiesthe principal of the 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 requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The If the Property Trustee shall be the sole Holder of the Debentures, the Company shall give the Holders of the Securities of such series Administrative Trustees and the Property Trustee written notice of its election to begin or continue 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 an NVP Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP the Trust would have been be payable except but for the election to begin or continue such Extension Period, deferral or (ii) the date the Administrative Trustees of such NVP the Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. If the Property Trustee shall not be the sole Holder of the Debentures, the 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 notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the outstanding Securities of such seriesOutstanding Debentures.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 2.01 or Section 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 Date (and interest payment date or extend beyond the Stated Maturity or any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)earlier prepayment 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 or other interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law), provided, however, that during . During any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank on a parity with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such Aon Guarantee or other guarantee by the Company of the debt securities of any Subsidiary of the Company that by its terms ranks PARI PASSU on a parity with or junior in right of payment to the Securities of such series (other than (a) dividends or distributions in Common Stock of the Company, Stock; (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such rights or a Rights Plan, the issuance of Preferred any Capital Stock of any class or series of preferred stock of the Company under such plans in any Rights Plan or the future, redemption or repurchase of any rights distributed pursuant to a Rights Plan; (c) payments under any Nevada Power Guarantee, Aon Guarantee relating to the 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 the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers officers, employees, consultants or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesadvisors). Prior to Before the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove 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 a series at the time the Company elects to begin or extend an Extension Period, the Company shall give written notice to such series Property Trustee and the Trustee notice of its election to begin or continue extend any such Extension Period at least one five Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, Days prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred corresponding Capital Securities of issued by such NVP Aon Trust would have been payable except but for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP Aon Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The 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 of the Company's election to begin any such or extend an Extension Period to the Holders holders of the outstanding Preferred Securities of such seriesAon Trust.
Appears in 1 contract
Sources: Indenture (Aon PLC)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)Date. At the end of any such Extension 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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however that during any such Extension Period, the Company Corporation shall not, and shall cause all Subsidiaries not to, (i) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series, or (ii) 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, or make any sinking fund payment with respect to, any indebtedness that ranks PARI PASSU with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities of such series stock (other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCorporation 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 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) redemptions as a result of an exchange or purchases conversion of any rights class or series of the Corporation's capital stock (or any capital stock of a Subsidiary of the Corporation) for any class or series of the Corporation's capital stock or of any class or series of the Corporation's indebtedness for any class or series of the Corporation's capital stock, (c) the purchase of fractional interests in shares of the Corporation's capital stock pursuant to the Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the futurerights pursuant thereto, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases any dividend in the form of Common Stock required 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 prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to the termination of any such Extension Period, the Company Corporation may further extend the interest payment period. Notwithstanding anything herein to the contrary, no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date of such Securities. Upon termination of any Extension Period and upon defer the payment of all accrued interest, provided that no Event of Default has occurred and unpaid interest is continuing, and any Additional Interest then due on any Interest Payment Dateprovided, the Company may elect to begin a new Extension Period, subject to the requirements hereof. 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 and the Trustee notice of its election to begin or continue 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 an NVP Trust, prior to the earlier of (i) the date the Distributions on the Preferred Securities of such NVP Trust would have been payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Cullen Frost Capital Trust I)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (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 no payments or partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment interest to the Securities of such series (other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCompany in connection with any employment contract, benefit or incentive plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants of the Company or its Subsidiaries, in connection with a dividend reinvestment or stock purchase plan or in connection with the issuance of 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) redemptions as a result of an exchange or purchases conversion of any rights 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 Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the futurerights pursuant thereto, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases any dividend in the form of Common Stock required 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 prevent the loss such stock or secure the renewal or reinstatement of any government license or franchise held (f) payments by the Company or any of its Subsidiariesunder the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Date 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 requirements hereofabove conditions. 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 specified by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the any Securities of a series issued to an NVP Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (ii) the record date for determining the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred Capital Securities of the record date or the date entitled to such Distributions are payable, but in any event not less than one Business Day prior to such record dateon the Capital Securities. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Peoples Bancorp of North Carolina Inc)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 2.01 or Section 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 Date (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 Sums, Additional Interest, Compounded Interest and Special Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries not permit any Subsidiary of the Company to, (i) 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 (which includes common and preferred stock), or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such Bear ▇▇▇▇▇▇▇ Guarantee or other guarantee ranks PARI PASSU by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock capital stock of the Company, ; (b) redemptions or purchases any declaration of any rights pursuant to a dividend in connection with the Company's Stock Purchase implementation of a Rights Plan, or the issuance of capital stock of the Company under any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the future, any rights distributed pursuant to a Rights Plan; (c) payments under any Nevada Power Guarantee, Bear ▇▇▇▇▇▇▇ Guarantee (as defined herein and in the Existing Indenture); (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees employees; and (e) purchases payments of Common Stock required interest pursuant to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its SubsidiariesEPICS Loan Agreement). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 Sums, Additional Interest, Compounded Interest and Special Interest then due on any Interest Payment Dateinterest payment date, the Company may elect to begin a new Extension Period, subject to the requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders holders of the Securities of such series and the Trustee notice of its election to begin or continue extend any such Extension Period at least one five Business Day Days prior to the Interest Payment Date next succeeding interest payment date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP Trust, a Bear ▇▇▇▇▇▇▇ Trust so long as such Securities are held by such Bear ▇▇▇▇▇▇▇ Trust prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP Bear ▇▇▇▇▇▇▇ Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or (ii) the date the Administrative Trustees Property Trustee of such NVP Bear ▇▇▇▇▇▇▇ Trust are is required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders holders of the outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 3.1 with respect to the Securities of a particular series, the Company shall have the right, at any time during the term of such series, from time to time, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), provided, however, that during any such Extension Period, [the Company shall not, and shall cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with Guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock common stock of the Company, Company (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock stock under such plans in the future, (c) payments under any Nevada Power Sierra Pacific Guarantee), and (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries). employees.] Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date 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 requirements hereofabove 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 and the Trustee notice of its election to begin or continue 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 an NVP a Sierra Pacific Trust, prior to the earlier of (i) the date the Distributions on the Preferred Securities of such NVP Sierra Pacific Trust would have been are payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Sierra Pacific Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Sierra Pacific Resources Capital Trust Ii)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 3.01 with respect to the Securities of a particular series, provided that no Event of Default has occurred and is continuing 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 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), provided, however, that during no Extension Period may extend beyond the Stated Maturity of these Securities. During any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 (which includes common and preferred stock), or (ii) make any payment of principal ofprincipal, or interest interest, or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including Other Debentures) that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock common stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power the applicable Company Guarantee, (d) purchases or acquisitions of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any shares of the Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans for its directorsplan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to these Securities, officers or employees and (e) purchases as a result of Common Stock required a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, or (f) the purchase of fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereof. 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 Trustee and the Property Trustee notice of its election to begin or continue any such Extension Period (or an extension thereof) at least one three Business Day Days prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP a Guaranty Capital Trust, prior to the earlier of (i) the date the Distributions on the Preferred Trust Securities of such NVP Guaranty Capital Trust would have been payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of or such NVP Guaranty Capital Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the outstanding Securities of such seriesPeriod.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Guaranty Capital Trust I)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 2.01 with respect to the Securities of a particular series, provided that no Event of Default has occurred and is continuing 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 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), provided, however, that during no Extension Period may extend beyond the Maturity of these Securities. During an Extension Period, interest will continue to accrue and holders of the Securities 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 cause all Subsidiaries the Guarantor will not 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 ofprincipal, or interest or premium, if anyany (other than payments under the Subordinated Notes), on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security that ranks PARI PASSU pari passu with or junior in right interest to the Securities of payment such series, the 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 make any guarantee payments the Guarantee with respect to thereto. Notwithstanding the foregoing, the following shall not be prohibited: (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any indebtedness if such guarantee ranks PARI PASSU employment contract, benefit plan or other similar arrangement with or junior for the benefit of one or more employees, officers, directors or consultants, in right connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of payment 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 Securities selection of such series an Extension Period by the Company, as applicable, (other than ii) any transactions described in (a) dividends or distributions in Common Stock of the Company, (b) redemptions above resulting from any reclassification of the Guarantor's capital stock, or purchases the exchange or conversion of any rights class or series of the Guarantor's capital stock for any other class or series of the 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 Guarantor's capital stock, (iii) the purchase of fractional interests in shares of the Guarantor's capital stock pursuant to the Company's Stock Purchase Rights Planconversion or exchange provisions of such capital stock or the security being converted or exchanged, or (iv) any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such in connection with any stockholders' rights plan, or the issuance of Preferred Stock under such plans in the futurerights, (c) payments stock or other property under any Nevada Power Guaranteestockholders' rights plan, (d) purchases or the redemption or repurchase of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries)rights pursuant thereto. 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 extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date 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 requirements hereofabove 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 and the Trustee and the Property Trustee notice of its election to begin or continue any such Extension Period (or an extension thereof) at least one five Business Day Days prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP a Kingsway Financial Capital Trust, prior to the earlier of (i) the date the Distributions on the Preferred Trust Securities of such NVP Kingsway Financial Capital Trust would have been payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP Kingsway Financial Capital Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the outstanding Securities of such seriesPeriod.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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); PROVIDED, provided, howeverHOWEVER, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and PROVIDED FURTHER, HOWEVER, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks rank PARI PASSU in all respects with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment interest to the Securities of such series (other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCompany 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 shareholder stock purchase plan or in connection with the issuance of 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) redemptions as a result of an exchange or purchases conversion of any rights 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 Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the futurerights pursuant thereto, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases any dividend in the form of Common Stock required 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 prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Date 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 requirements hereofabove conditions. 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 and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the any Securities of a series issued to an NVP Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (ii) the date on which the Administrative Trustees Property Trustee of such NVP Issuer Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (United Community Capital Trust)
Deferrals of Interest Payment Dates. If specified as ------------- ----------------------------------- contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further that during any such Extension Period, the Company shall not, and to the extent applicable, shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including Securities other than the Securities of such series) that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company (including Guarantee Agreements other than the ▇▇▇▇▇▇▇▇▇▇ Guarantee related to the Capital Securities issued by the ▇▇▇▇▇▇▇▇▇▇ Capital Trust holding Securities of such series) if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a rights plan, or the issuance of Preferred Stock stock under any such plans plan in the futurefuture or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power Guaranteeas a result of an exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's Capital Stock, (d) purchases payments under the ▇▇▇▇▇▇▇▇▇▇ Guarantee related to the Capital Securities issued by the ▇▇▇▇▇▇▇▇▇▇ Capital Trust holding Securities of such series, and (e) purchases, repurchases, redemptions or other acquisitions of shares of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and in connection with any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesemployees). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, no such Extension Period; provided that such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities or to extend beyond the Stated Maturity Date 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 requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders Trustee and the Property Trustee and the Administrative Trustees of the ▇▇▇▇▇▇▇▇▇▇ Capital Trust holding Securities of such series and the Trustee notice of its election to begin or continue of any such Extension Period (or an extension thereof) at least one five Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, Days prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP ▇▇▇▇▇▇▇▇▇▇ Capital Trust would have been be payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP ▇▇▇▇▇▇▇▇▇▇ Capital Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Chittenden Capital Trust I)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 2.1 or Section 2.2 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 2.1 (each, an "Extension Period"), ) during which Extension Periods the Company shall have the right to make partial payments of interest on any Interest Payment Dateinterest payment date. No Extension Period shall end on a date other than an Interest Payment Date (and any interest so deferred shall be payable to payment date or extend beyond the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)Stated Maturity. 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 or other interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries not permit any Subsidiary of the Company to, (i) 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 Capital Stock (which includes Common Stock and preferred stock), or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock of the Company, Stock; (b) redemptions or purchases any declaration of any rights pursuant to a dividend in connection with the Company's Stock Purchase implementation of a Rights Plan, or the issuance of Capital Stock of the Company under any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the future, any rights distributed pursuant to a Rights Plan; (c) payments under any Nevada Power Energy East Guarantee, ; and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and dividend reinvestment plan or under any of the Company's benefit plans for its directors, officers officers, employees, consultants or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesadvisors). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 Tax Sums and Additional Interest then due on any Interest Payment Dateinterest payment date, the Company may elect to begin a new Extension Period, subject to the requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders holders of the Securities of such series and the Trustee notice of its election to begin or continue extend any such Extension Period at least one five Business Day Days prior to the Interest Payment Date next succeeding interest payment date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP Trust, Energy East Trust so long as such Securities are held by such Energy East Trust prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP Energy East Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or (ii) the date the Administrative Trustees Property Trustee of such NVP Energy East Trust are is required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders holders of the outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 with respect to the Securities of a particular series, the The Company shall have the right, at any time during the term of such seriesthe Debentures, so long as no Event of Default has occurred and is continuing, from time to time, 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 301 (each, an "Extension Period"), ) during which Extension Periods periods the Company shall have the right to not make payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (, and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period). At at the end of any such Extension 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), provided, however, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any debt securities (including guarantees of indebtedness for money borrowed) of the Company that ranks PARI PASSU rank pari passu with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities of such series Debentures (other than (ai) dividends any dividend, redemption, liquidation, interest, principal or distributions in Common Stock 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 Companysecurities on which such dividend, redemption, interest, principal or guarantee payment is being made, (bii) redemptions or purchases of any rights pursuant to the Company's Stock Purchase any Rights Plan, or any successor to such Stock Purchase Rights Plan, Agreement and the declaration of a dividend of such rights or the issuance of Preferred Stock preferred stock under such plans in the future, (ciii) payments under any Nevada Power the Guarantee, (div) purchases of Company Common Stock related to the issuance of Company Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees employees, (v) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one series or class of the Company's capital stock for another series or class of the Company's capital stock and (evi) purchases the purchase of Common Stock required fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no such Extension Period shall exceed the period or periods specified in such Securities 20 consecutive quarters or extend beyond the Maturity Date 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 Datedue, the Company may elect to begin select a new Extension Period, subject to the requirements hereofabove 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 Trustee Administrative Trustees written notice of its election to begin or continue any selection of 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 an NVP Trust, prior to the earlier of (i) the record date for the date the Distributions distributions on the Preferred Securities of such NVP 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 or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the outstanding Securities of such seriesDebentures and Preferred Securities.
Appears in 1 contract
Sources: Junior Convertible Subordinated Indenture (Newfield Exploration Co /De/)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for up to 20 consecutive quarterly periods or such other period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including Securities other than the Securities of such series) that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company (including ASBC Guarantees other than the ASBC Guarantee related to the Capital Securities issued by the ASBC Trust holding Securities of such series) if such guarantee ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the CompanyStock, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the futurefuture or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power Guaranteethe ASBC Guarantee related to the Capital Securities issued by the ASBC Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesemployees). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period, no provided that such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities or to extend beyond the Stated Maturity Date 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 requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the ASBC Trust holding Securities of such series and the Trustee notice of its election to begin or continue of any such Extension Period (or an extension thereof) at least one five Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, Days prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP ASBC Trust would have been be payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP ASBC Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Associated Banc-Corp)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 2.01 or Section 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 Date (and interest payment date or extend beyond the Stated Maturity or any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)earlier prepayment 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 or other interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law), provided, however, that during . During any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank on a parity with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such Aon Guarantee or other guarantee by the Company of the debt securities of any Subsidiary of the Company that by its terms ranks PARI PASSU on a parity with or junior in right of payment to the Securities of such series (other than (a) dividends or distributions in Common Stock of the Company, Stock; (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such rights or a Rights Plan, the issuance of Preferred any Capital Stock of any class or series of preferred stock of the Company under such plans in any Rights Plan or the future, redemption or repurchase of any rights distributed pursuant to a Rights Plan; (c) payments under any Nevada Power Guarantee, Aon Guarantee relating to the 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 the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers officers, employees, consultants or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesadvisors). Prior to Before the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove 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 a series at the time the Company elects to begin or extend an Extension Period, the Company shall give written notice to such series Property Trustee and the Trustee notice of its election to begin or continue extend any such Extension Period at least one five Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, Days prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred corresponding Capital Securities of issued by such NVP Aon Trust would have been payable except but for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP Aon Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The 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 promptly give the holders of such Securities and the Trustee written notice of the Company's its election to begin any or extend such Extension Period at least ten Business Days prior to the Holders earlier of (i) the outstanding Securities of such series.next succeeding interest payment date or
Appears in 1 contract
Sources: Indenture (Aon Corp)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 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 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 cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the Company's capital stock, (b) redemptions or purchases any declaration of any rights pursuant to a dividend in connection with the Company's Stock Purchase implementation of a Rights Plan, or the redemption or repurchase of any successor rights distributed pursuant to such Stock Purchase a Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guaranteethe Guarantee with respect to such Security, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases employees, related to the issuance of Common Stock required or rights under a dividend reinvestment and stock purchase plan, or related to prevent the loss issuance of Common Stock (or secure securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the renewal or reinstatement commencement of any government license or franchise held by the Company or any of its Subsidiariessuch Extension Period). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove 39 32 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 and the Trustee written notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP a Trust, so long as such Securities are held by such Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP Trust would have been be payable except but for the election to begin or continue such Extension Period, deferral or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 3.1 (each, an "Extension Period"), ) during which Extension Periods the Company shall have the right to make partial payments or no payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 such 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 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 cause all Subsidiaries not permit any Subsidiary to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire acquire, or make a liquidation payment with respect to, any of the Company's capital stock, or (ii) make any payment of principal ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu with or junior in right of payment to the such Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the such Securities of such series (other than (a) dividends or distributions in Common Stock of the company or warrants, options or other rights where the Company's Common Stock is issuable upon exercise thereof, (b) redemptions or purchases payments under the Guarantee with respect to such Security, (c) any declaration of any rights pursuant to a dividend in connection with the Company's Stock Purchase implementation of a Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock stock under any such plans Rights Plan in the future, (c) payments under or the redemption or repurchase of any Nevada Power Guaranteesuch rights pursuant to a Rights Plan, (d) as a result of an exchange or conversion (x) 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 (y) of any class or series of the Company's indebtedness for any class or series of the Company's capital stock, (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, and (f) purchases of Common Stock related to the issuance of Common Stock or rights under any employment agreement, benefit plan or similar agreement for the Company's Stock Purchase directors, officers, employees and Dividend Reinvestment Plan and any consultants of the Company's benefit plans for Company and its directorssubsidiaries, officers or employees and (e) purchases related to the issuance of Common Stock required or rights under a dividend reinvestment and stock purchase plan or related to prevent the loss issuance of Common Stock (or secure securities convertible into or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the renewal or reinstatement commencement of any government license or franchise held by the Company or any of its Subsidiaries)such Extension Period. Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove 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 and the Trustee written notice of its election to begin or continue any such Extension Period at least one Business Day prior to the record date for the next succeeding Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, prior to the earlier of (i) the date the Distributions on the Preferred which interest on Securities of such NVP Trust series would have been be payable except but for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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 datedeferral. The Trustee Trustee, upon receipt of notice thereof from the Company, shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (First American Financial Corp)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 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 cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the Company's capital stock, (b) redemptions or purchases any declaration of any rights pursuant to a dividend in connection with the Company's Stock Purchase implementation of a Rights Plan, or the redemption or repurchase of any successor rights distributed pursuant to such Stock Purchase a Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guaranteethe Guarantee with respect to such Security, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases employees, related to the issuance of Common Stock required or rights under a dividend reinvestment and stock purchase plan, or related to prevent the loss issuance of Common Stock (or secure securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the renewal or reinstatement commencement of any government license or franchise held by the Company or any of its Subsidiariessuch Extension Period). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove 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 and the Trustee written notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP a Trust, so long as such Securities are held by such Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP Trust would have been be payable except but for the election to begin or continue such Extension Period, deferral or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (each, each an "Extension Period")) not to exceed the number of consecutive interest 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment interest to the Securities of such series or make any guarantee payments series, [if applicable, insert - including the Company's obligations associated with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities of such series Outstanding Capital Securities] (other than (aA) dividends repurchases, redemptions or distributions other acquisitions of shares of capital stock of the Company in Common Stock 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 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, (bC) redemptions or purchases the purchase of any rights fractional interests in shares of the Company's capital stock pursuant to the Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and or the declaration redemption or repurchase of a rights pursuant thereto, or (E) 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 the issuance of Preferred Stock under ranks pari passu with or junior to such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesstock). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Date 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 requirements hereofabove conditions. 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 and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the any Securities of a series issued to an NVP Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (ix) the next succeeding date on which Distributions (as defined in the Trust Agreement) on the Capital Securities of such Issuer Trust would be payable but for such deferral, and (y) the date on which the Distributions on the Preferred Securities Property Trustee of such NVP Issuer Trust would have been payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period 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 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock of the Companyrepurchases, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date 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 requirements hereof. 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 and the Trustee notice of its election to begin or continue 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 an NVP Trust, prior to the earlier of (i) the date the Distributions on the Preferred Securities of such NVP Trust would have been payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are required to 51 - 45 - give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (National Penn Bancshares Inc)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)Date. At the end of any such Extension 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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however that during any such Extension Period, the Company Corporation shall not, and shall cause all Subsidiaries 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 CompanyCorporation's capital stock, or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Corporation that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment interest to the Securities of such series (other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCorporation in connection with any employment contract, (b) redemptions benefit plan or purchases other similar arrangement with or for the benefit of any rights pursuant to the Company's Stock Purchase Rights Planone or more employees, officers, directors or any successor to such Stock Purchase Rights Planconsultants, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date 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 requirements hereof. 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 and the Trustee notice of its election to begin or continue 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 an NVP Trust, prior to the earlier of (i) the date the Distributions on the Preferred Securities of such NVP Trust would have been payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Fifth Third Bancorp)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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 seriesSecurities, from time to time, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 3.1 (each, an "Extension Period"), ) during which Extension Periods the Company shall have the right to make payments of no interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)due and payable. 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), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire 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 ofprincipal, or interest or premium, if any, on or repay, repay or repurchase or redeem, or make redeem any sinking fund payment with respect to, debt securities of the Company (including any indebtedness Other Debentures) that ranks PARI PASSU rank pari passu with or junior in right of payment to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks PARI PASSU with pari passu or junior in right of payment to the Securities of such series (other than (a) dividends or distributions in Common Stock shares of, or options, warrants or rights to subscribe for or purchase shares of, common stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power Guarantee, Guarantee and (d) as a result of a reclassification of the Company's capital stock or the exchange or the conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock; (e) the purchase of fractional interests in shares of the Company's capital stock pursuant to the exchange or conversion provisions of such capital stock or the security being exchanged or converted; and (f) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesthe Company's dividend reinvestment plans). Prior to Before the termination of any such Extension Period, the Company may further extend the defer payments of interest payment by further extending such period. Notwithstanding anything herein to the contrary, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 and additional amounts then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The If the Property Trustee of a Trust is the only registered holder of such Securities at the time the Company selects an Extension Period, the Company shall give written notice to the Holders of the Securities Administrative Trustees of such series Trust, the Property Trustee of such Trust and the Trustee notice of its election to begin or continue any selection of such Extension Period (or an extension thereof) at least one five Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, prior to Days before the earlier of (i) the date the Distributions on which distributions on the Preferred Trust Securities of issued by such NVP Trust would have been payable except for the election to begin or continue extend such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred Securities of 37 the record date date, or the date such Distributions are payable, to any national securities exchange or to holders of the Preferred Securities issued by the Trust, but in any event not less than one at least five Business Day prior to Days before such record date. If the Property Trustee is not the only Holder of the Securities at the time the Company selects an Extension Period, the Company shall give the Holders of the Securities and the Trustee written notice of its selection of such Extension Period at least 10 Business Days before 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 national securities exchange. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Wachovia Capital Trust Iv)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 with respect to the Securities of a particular series, the The Company shall ----------------------------------- have the right, at any time during the term of such seriesthe Debentures, from time to time, 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 301 (each, an "Extension Period"), ) during which Extension Periods periods the Company shall have the right to not make payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (, and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period). At at the end of any such Extension 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), provided, however, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries not to, (ia) declare or pay any dividends or dividend on, make distributions onwith respect to, or redeem, purchase, acquire purchase or make a liquidation payment with respect to, any of its Common Stock (other than (i) purchases or acquisitions of shares of Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plan, (ii) as a result of a reclassification of the Company's capital stockCommon Stock or the exchange or conversion of one class or series of the Company's Common Stock for another class or series of the Company's Common Stock, (iii) the purchase of fractional interests in shares of the Company's Common Stock pursuant to the conversion or exchange provisions of such Common Stock of the Company or the security being converted or exchanged or (iiiv) purchases or acquisitions of shares of Common Stock to be used in connection with acquisitions of Common Stock by shareholders pursuant to the Company's dividend reinvestment plan) or make any guarantee payments with respect to the foregoing and (b) the Company shall not make any payment of principal of, or interest or premium, if any, on or repay, repurchase or redeem, or make any sinking fund payment with respect to, any indebtedness that ranks PARI PASSU debt securities (including guarantees) other than at stated maturity issued by the Company which rank pari passu with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities of such series (other than (a) dividends or distributions in Common Stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries)Debentures. Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Period shall exceed the period or periods specified in such Securities [20 consecutive quarters] or extend beyond the Stated Maturity Date of such Securitiesthe Debentures. 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 Datedue, the Company may elect to begin a new Extension Period, subject to the requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, Period except at the end thereof. The Company shall give the Holders of Trustee[, the Securities of such series Property Trustee and the Trustee Administrative Trustees (as defined in the Trust Agreement)] notice of its election to begin or continue any such selection of an Extension Period at least one Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, prior to the earlier of (i) the record date for the Distributions date [the distributions on the Preferred Securities of such NVP 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 or continue such Extension Period, or Period and (ii) the date the Administrative Trustees of such NVP Trust [Property Trustee (or if no Preferred Securities are outstanding, the Debenture] Trustee[)] is required to give notice to any securities exchange, the Nasdaq National Market NYSE or other applicable interdealer quotation system or self-self- regulatory organization or organizations or[ to holders of such Preferred Securities (or, if no Preferred Securities are outstanding,] to the holders of such Debentures[)] of the record date date. Such notice shall specify the period selected. The Company, or the date such Distributions are payableTrustee at the request of the Company, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the outstanding Securities of such seriesDebentures.
Appears in 1 contract
Sources: Indenture (Alcoa Inc)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 3.01 with respect to the Securities of a particular series, provided that no Event of Default has occurred and is continuing 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 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), provided, however, that during no Extension Period may extend beyond the Stated Maturity of these Securities. During any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 (which includes common and preferred stock), or (ii) make any payment of principal ofprincipal, or interest interest, or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including Other Debentures) that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock common stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power the applicable Company Guarantee, (d) purchases or acquisitions of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any shares of the Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans for its directorsplan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to these Securities, officers or employees and (e) purchases as a result of Common Stock required a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, or (f) the purchase of fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in -41- such Securities or extend beyond the Stated Maturity Date 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 requirements hereof. 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 Trustee and the Property Trustee notice of its election to begin or continue any such Extension Period (or an extension thereof) at least one three Business Day Days prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP a Highlands Capital Trust, prior to the earlier of (i) the date the Distributions on the Preferred Trust Securities of such NVP Highlands Capital Trust would have been payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of or such NVP Highlands Capital Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the outstanding Securities of such seriesPeriod.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Highlands Capital Trust I)
Deferrals of Interest Payment Dates. If specified as ------------------------------------ contemplated by Section 301 2.01 or Section 3.01 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 such 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 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 cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari ---- passu with or junior in right of payment interest to the Securities of such series or (iii) make ----- any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu ---- ----- with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the Company's capital stock, (b) redemptions or purchases any declaration of any rights pursuant to a dividend in connection with the Company's Stock Purchase implementation of a Rights Plan, or the redemption or repurchase of any successor rights distributed pursuant to such Stock Purchase a Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guaranteethe Guarantee with respect to such Security, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases employees, related to the issuance of Common Stock required or rights under a dividend reinvestment and stock purchase plan, or related to prevent the loss issuance of Common Stock (or secure securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the renewal or reinstatement commencement of any government license or franchise held by the Company or any of its Subsidiariessuch Extension Period). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give notify the Property Trustee, the Administrative Trustees, the Trustee and if the Property Trustee is not the sole Holder of the Securities of such series, the Holders of the Securities of such series and the Trustee notice Series, of its election to begin or continue 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 an NVP Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Trust Securities of such NVP Trust would have been be payable except for in the election to begin or continue such Extension Period, or absence of the deferral election; (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such on which the Preferred Securities of such Trust are then listed or quoted or to the record date or the date such Distributions are payable, but in any event not less than Holders of Securities; and (iii) one Business Day prior to such record date. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (National Commerce Financial Corp)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including Securities other than the Securities of such series) that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks PARI PASSU rank pari passu in all respects with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock capital stock of the CompanyCompany (which includes common and preferred stock), (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan or the issuance of Preferred Common Stock or preferred stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto (c) payments under any Nevada Power Guaranteethe WSFS Guarantee related to the Preferred Securities issued by the WSFS Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesemployees). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period, no provided that such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities or to extend beyond the Stated Maturity Date 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 requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the WSFS Trust holding Securities of such series and the Trustee notice of its election to begin or continue of any such Extension Period (or an extension thereof) at least one Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP WSFS Trust would have been be payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer stock exchange or automated quotation system on which the Preferred Securities are then listed or self-regulatory organization quoted or to holders of such Preferred 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. The Trustee shall give notice of the Company's election to begin a new Extension Period to the holders of the Junior Subordinated Debentures. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (WSFS Financial Corp)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for up to 20 consecutive quarterly periods or such other period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries 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 ’s capital stock (which includes common and preferred stock), or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including Securities other than the Securities of such series) that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company (including ASBC Guarantees other than the ASBC Guarantee related to the Capital Securities issued by the ASBC Trust holding Securities of such series) if such guarantee ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the CompanyStock, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders’ rights plan, or the issuance of Preferred Stock stock under any such plans plan in the futurefuture or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power Guaranteethe ASBC Guarantee related to the Capital Securities issued by the ASBC Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's ’s benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesemployees). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period, no provided that such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities or to extend beyond the Stated Maturity Date 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 requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the ASBC Trust holding Securities of such series and the Trustee notice of its election to begin or continue of any such Extension Period (or an extension thereof) at least one five Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, Days prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP ASBC Trust would have been be payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP ASBC Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's ’s election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment interest to the Securities of such series (other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCompany 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 shareholder stock purchase plan or in connection with the issuance of 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) redemptions as a result of an exchange or purchases conversion of any rights 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 Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the futurerights pursuant thereto, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases any dividend in the form of Common Stock required 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 prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to the that termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Date 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 requirements hereofabove conditions. 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 and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the any Securities of a series issued to an NVP Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (ii) the record date for determining the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred Securities of the record date or the date entitled to such Distributions are payable, but in any event not less than one Business Day prior to such record dateon the Preferred Securities. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (First Citizens Bancshares Inc /De/)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 3.1 with respect to the Securities of a particular series, the Company shall have the right, at any time during the term of such series, from time to time, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), provided, however, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 ’s capital stock, or (ii) make any payment of principal ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with Guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the Company, Company (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plana Company rights plan, if any, or any successor to such Stock Purchase Rights Plana plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock stock under such plans in the future, (c) payments under any Nevada Power Lincoln Guarantee, and (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's ’s benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesemployees). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date 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 requirements hereofabove 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 and the Trustee notice of its election to begin or continue 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 an NVP a Lincoln Trust, prior to the earlier of (i) the date the Distributions distributions on the Preferred Securities of such NVP Lincoln Trust would have been are payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Lincoln Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly upon the written request and at the expense of the Company give notice of the Company's ’s election to begin any such Extension Period to the Holders of the outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Lincoln National Corp)
Deferrals of Interest Payment Dates. If specified as ----------------------------------- contemplated by Section 301 3.01 with respect to the Securities of a particular series, provided that no Event of Default has occurred and is continuing 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 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), provided, however, that during no Extension Period may extend beyond the Stated Maturity of these Securities. During any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 (which includes common and preferred stock), or (ii) make any payment of principal ofprincipal, or interest interest, or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including Other Debentures) that ranks PARI PASSU rank pari passu ---- ----- with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock of the ---- ----- Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power the applicable Company Guarantee, (d) purchases or acquisitions of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any shares of the Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans for its directorsplan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to these Securities, officers or employees and (e) purchases as a result of Common Stock required a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, or (f) the purchase of fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no -------- ------- Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereof. 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 Trustee and the Property Trustee notice and issue a press release of its election to begin or continue any such Extension Period (or an extension thereof) at least one five Business Day Days prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP a Commonwealth Bankshares Capital Trust, prior to the earlier of (i) the date the Distributions on the Preferred Trust Securities of such NVP Commonwealth Bankshares Capital Trust would have been payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of or such NVP Commonwealth Bankshares Capital Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the outstanding Securities of such seriesPeriod.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Commonwealth Bankshares Inc)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 with respect to the Securities of a particular series, the The Company shall have the right, at any time during the term of such seriesthe Debentures, so long as no Event of Default has occurred and is continuing, from time to time, 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 301 (each, an "Extension Period"), ) during which Extension Periods periods the Company Com pany shall have the right to not make payments of interest (including any Liquidated Damages) on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (, and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period). At at the end of any such Extension 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), provided, however, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any debt securities (including guarantees of indebtedness for money borrowed) of the Company that ranks PARI PASSU rank pari passu with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities of such series Debentures (other than (ai) dividends any dividend, redemption, liquidation, interest, principal or distributions in Common Stock 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 Companysecurities on which such dividend, redemption, interest, principal or guarantee payment is being made, (bii) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Shareholders Rights Plan, or any successor to such Stock Purchase Shareholders Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock preferred stock under such plans in the future, (ciii) payments under any Nevada Power the Guarantee, (div) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees employees, (v) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one series or class of the Company's capital stock for another series or class of the Company's capital stock and (evi) purchases the purchase of Common Stock required fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, 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 Date 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 Datedue, the Company may elect to begin select a new Extension Period, subject to the requirements hereofabove requirements. No interest including Additional Interest and Liquidated Damages, 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 Trustee Administrative Trustees notice of its election to begin or continue any selection of 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 an NVP Trust, prior to the earlier of (i) the record date for the date the Distributions distribu tions on the Preferred Securities of such NVP 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 or continue such Extension Period, or Period and (ii) the date the Administrative Trustees of such NVP Trust Property Trustee (or, if no Preferred Securities are outstanding, the Trustee) is required to give notice to any securities exchange, the Nasdaq National Market NYSE or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. Such notice shall specify the period selected. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the outstanding Securities of such seriesDebentures.
Appears in 1 contract
Sources: Indenture (Big Flower Holdings Inc)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 with respect to the Securities of a particular series, the Company shall have the right, at any time during the term of such series, from time to time, 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 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 (, and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period). At at the end of any such Extension 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), provided, however, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities of such series foregoing (other than (a) dividends or distributions in Common Stock common stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, and (c) payments under any Nevada Power Hartford Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, no provided that 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 Maturity Date 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 requirements hereofabove 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 and the Trustee notice of its election to begin or continue any selection of 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 an NVP a Hartford Trust, prior to the earlier of (i) the date the Distributions on the Preferred Securities of such NVP Hartford Trust would have been are payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Hartford Trust are required to give notice to any securities exchange, the Nasdaq National Market New York Stock Exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period 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 301 3.1 with respect to the Securities of a particular series, the Company shall have the right, at any time during the term of such series, from time to time, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), provided, however, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with Guarantee by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock common stock of the Company, Company (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock stock under such plans in the future, (c) payments under any Nevada Power Liberty Guarantee), and (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries)employees. Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date 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 requirements hereofabove 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 and the Trustee notice of its election to begin or continue 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 an NVP a Liberty Trust, prior to the earlier of (i) the date the Distributions on the Preferred Securities of such NVP Liberty Trust would have been are payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Liberty Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Liberty Financial Capital Trust Ii)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 3.01 with respect to the Securities of a particular series, provided that no Event of Default has occurred and is continuing with respect to the Securities, the Company shall have the right, at any time or from time to time during the term of such 57 48 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 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), provided, however, that during no Extension Period may extend beyond the Maturity of these Securities. During an Extension Period, interest will continue to accrue and holders of the Securities 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 cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including Other Debt) that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock common stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power Guaranteethe Guarantee Agreement, (d) purchases or acquisitions of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any shares of the Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans for its directorsplan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to these Securities, officers or employees and (e) purchases as a result of Common Stock required a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, or (f) the purchase of fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of 58 49 any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date 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 requirements hereofabove 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 and the Trustee and the Property Trustee notice of its election to begin or continue any such Extension Period (or an extension thereof) at least one five Business Day Days prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP a Bancorp Hawaii Capital Trust, prior to the earlier of (i) the date the Distributions on the Preferred Trust Securities of such NVP Bancorp Hawaii Capital Trust would have been payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP Bancorp Hawaii Capital Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the outstanding Securities of such seriesPeriod.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Bancorp Hawaii Capital Trust I)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 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, time to defer the payment of interest on such Debt Securities for such period or periods as may be specified as contemplated by Section 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)Date. At the end of any such Extension 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), ; provided, however, that during any such no Extension Period, Period shall extend beyond the Company shall not, and shall cause all Subsidiaries not to, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any Stated Maturity of the Company's capital stock, or (ii) make any payment principal of principal of, or interest or premium, if any, on or repay, repurchase or redeem, or make any sinking fund payment with respect to, any indebtedness that ranks PARI PASSU with or junior in right of payment to the Debt Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities of such series (other than (a) dividends or distributions in Common Stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries)series. Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Debt Securities, extend beyond the Stated Maturity Date of the principal of such SecuritiesDebt Securities 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 requirements hereofabove conditions. 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 301. The Company shall give the Holders of the Debt Securities of such series and the Trustee notice of its election to begin or continue 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 the any Debt Securities of a series issued to an NVP 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 (i) the next succeeding date the on which Distributions on the Preferred Capital Trust Securities of such NVP Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (ii) the date on which the Administrative Trustees Property Trustee of such NVP Issuer Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's ’s election to begin any such Extension Period to the Holders of the outstanding Outstanding Debt Securities of such series.
Appears in 1 contract
Sources: Indenture (M&i Capital Trust C)
Deferrals of Interest Payment Dates. (a) If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (each, each an "Extension Period")) not to exceed the number of consecutive interest 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment interest to the Securities of such series or make any guarantee payments series, [if applicable, insert - including the Company's obligations associated with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities of such series Outstanding Capital Securities] (other than (aA) dividends repurchases, redemptions or distributions other acquisitions of shares of capital stock of the Company in Common Stock 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 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, (bC) redemptions or purchases the purchase of any rights fractional interests in shares of the Company's capital stock pursuant to the Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date 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 requirements hereof. 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 and the Trustee notice of its election to begin or continue 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 an NVP Trust, prior to the earlier of (i) the date the Distributions on the Preferred Securities of such NVP Trust would have been payable except for the election to begin or continue such Extension Periodrights pursuant thereto, or (iiE) any dividend in the date form of stock, warrants, options or other rights where the Administrative Trustees dividend stock or the stock issuable upon exercise of such NVP Trust are required to give notice to any securities exchangewarrants, the Nasdaq National Market options or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred Securities of rights is the record date or same stock as that on which the date such Distributions are payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Securities of such series.dividend is being
Appears in 1 contract
Sources: Junior Subordinated Indenture (PNC Capital Trust F)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 2.01 or Section 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 Sums, Additional Interest, Compounded Interest and Special Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries not permit any Subsidiary of the Company 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such Bear Stearns Guarantee or other guarantee ranks PARI PASSU with by the Company of the debt securi▇▇▇▇ ▇▇ any Subsidiary of the Company that by their terms rank pari passu or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock of the Company, capital stock; (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such rights or a Rights Plan, the issuance of Preferred Stock any common stock of any class or series of preferred stock of the Company under such plans in any Rights Plan or the future, redemption or repurchase of any rights distributed pursuant to a Rights Plan; (c) payments under any Nevada Power Bear Stearns Guarantee, ; (d) purchases of Common Stock common stock related to the issuance i▇▇▇▇▇▇▇ of Common Stock common stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees employees; and (e) purchases payments of Common Stock required interest pursuant to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its SubsidiariesEPICS Loan Agreement). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 Sums, Additional Interest, Compounded Interest and Special Interest then due on any Interest Payment Dateinterest payment date, the Company may elect to begin a new Extension Period, subject to the requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders holders of the Securities of such series and the Trustee notice of its election to begin or continue extend any such Extension Period at least one five Business Day Days prior to the Interest Payment Date next succeeding interest payment date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP Trust, a Bear Stearns Trust so long as such Securities are held by such Bear Stear▇▇ ▇▇▇st prior to the earlier of (i) the date the next succeeding da▇▇ ▇▇ ▇hich Distributions on the Preferred Capital Securities of such NVP Bear Stearns Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or (ii) the date the Administrative Trustees d▇▇▇ ▇▇▇ Property Trustee of such NVP Bear Stearns Trust are is required to give notice to any securities exchange, the Nasdaq National Market exc▇▇▇▇▇ or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders holders of the outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 3.1 (each, an "Extension Period"), during which Extension Periods the Company shall have the right to make payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that at any time while an Extension Period is in effect and (i) the Company shortens the Stated Maturity of the principal of such Securities to end before the last day of such Extension Period, then the Extension Period will be deemed to end on the Stated Maturity or (ii) the Company elects to redeem all Outstanding Securities of such Securities before the last day of such Extension Period, then the Extension Period will be deemed to end on such Redemption Date; provided, further, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 capital stock), or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including Securities other than the Securities of such series) that ranks PARI PASSU pari passu with or junior in right of payment to the Securities of such series or make (iii)make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks PARI PASSU pari passu with or junior in right of payment to the Securities of such series (other than (a) dividends any dividend in a form of stock, warrants, options or distributions in Common Stock other rights where the dividend or the stock issuable upon the exercise of the Companywarrants, options or other rights is the same stock as that on which the dividend is being paid or ranks on parity with or junior in right of payment to such stock), (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power Guaranteethe ▇▇▇▇▇▇ Trust Guarantee related to the Capital Securities issued by the ▇▇▇▇▇▇ Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and employees) or (eiii) purchases redeem, purchase or acquire less than all of Common Stock required to prevent the loss or secure the renewal or reinstatement Securities of any government license or franchise held by the Company such series or any of its Subsidiaries)the Capital Securities. Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period, no provided that such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities or to extend beyond the Stated Maturity Date 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 requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the ▇▇▇▇▇▇ Trust holding Securities of such series and the Trustee notice of its election to begin or continue of any such Extension Period (or an extension thereof) at least one Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP ▇▇▇▇▇▇ Trust or the interest on such Securities would have been be payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP Trust are or the Trustee is required to give notice to any securities exchangethe New York Stock Exchange, the Nasdaq National Market or other applicable interdealer stock exchange or automated quotation system on which the Capital Securities or self-regulatory organization the Securities are then listed or quoted or to holders of such Preferred Capital Securities or such Securities of the record date or (iii) the date such Distributions are interest is payable, but in any event not less than one Business Day prior to such record date. The Trustee shall give notice of the Company's election to begin a new Extension Period to the holders of the Securities. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Downey Financial Capital Trust I)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends repurchases, redemptions or distributions in Common Stock 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) redemptions as a result of an exchange or purchases conversion of any rights 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 Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the futurerights pursuant thereto, (ce) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related the Guarantee with respect to the issuance Securities of Common Stock under such series, or (f) any dividend in the Company's Stock Purchase and Dividend Reinvestment Plan and any form of stock, warrants, options or other rights where the Company's benefit plans for its directorsdividend stock or the stock issuable upon exercise of such warrants, officers options or employees and (e) purchases of Common Stock required other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove 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 and the Trustee 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 continue 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 an NVP Trust, prior to the earlier of (iy) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (iiz) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The ; 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 to the Holders of the outstanding Securities of such seriesPeriod.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (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 no payments or partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment interest to the Securities of such series (other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCompany in connection with any employment contract, benefit or incentive 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 stock purchase plan or in connection with the issuance of 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) redemptions as a result of an exchange or purchases conversion of any rights 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 Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the futurerights pursuant thereto, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases any dividend in the form of Common Stock required 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 prevent the loss such stock or secure the renewal or reinstatement of any government license or franchise held (f) payments by the Company or any of its Subsidiariesunder the Guarantee). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Date 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 requirements hereofabove conditions. 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 specified by Section 3.1. The Company shall give the Holders of the Securities of such series and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the any Securities of a series issued to an NVP Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (ii) the record date for determining the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred Capital Securities of the record date or the date entitled to such Distributions are payable, but in any event not less than one Business Day prior to such record dateon the Capital Securities. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 201 or Section 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, time to defer the payment of interest (other than Special Interest, if any) on such Securities for such period or periods as may be specified as contemplated by Section 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period). 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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided, further, that during any such Extension Period, (a) the Company shall not, and shall cause all Subsidiaries not to, (i) declare or pay any dividends or dividend on, make any distributions onwith respect to, or redeem, purchase, acquire or make a liquidation payment with respect to, any of its capital stock or make any guarantee payment with respect thereto (other than (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants, (ii) as a result of an exchange or conversion of any class or series of the Company's capital stock for any other class or series of the Company's capital stock, or (iiiii) the purchase of fractional interests in shares of the Company's capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged), and (b) the Company shall not make any payment of interest on, principal of, or interest of or premium, if any, on on, or repay, repurchase or redeem, or make any sinking fund payment with respect to, any indebtedness that ranks PARI PASSU debt securities issued by the Company which rank pari passu with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities of such series (other than (a) dividends or distributions in Common Stock of including the Company, (b) redemptions or purchases Securities of any rights pursuant to the Company's Stock Purchase Rights Planother series); provided, or any successor to such Stock Purchase Rights Planhowever, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries)may declare and pay a stock dividend where the dividend stock is the same stock as that on which the dividend is being paid. Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or Securities, extend beyond the Stated Maturity Date of the principal of such Securities. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and (to the extent permitted by applicable law) any Additional Interest then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the requirements hereofabove conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at but shall be due and payable on the day after such Extension Period ends. Each installment of interest that would otherwise have been due and payable during an Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 301. If the principal of any Securities shall become due and payable on a day or if any Securities become subject to redemption on a Redemption Date that would otherwise occur during an Extension Period, such Extension Period will automatically end thereofon the immediately preceding day (which will be the last day of the period). The Company shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin or continue any such Extension Period at least one five Business Day prior to the Regular Record Date for the next succeeding Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, prior to the earlier of (i) the date the Distributions on the Preferred which interest on Securities of such NVP Trust series would have been be payable except but for the such deferral. The Company's written notice of its election to begin or continue an Extension Period shall set forth the first Interest Payment Date in such Extension Periodperiod and, or (ii) if known, the date on which payment of interest (and Additional Interest, if any) on the Administrative Trustees of Securities will be resumed (and if such NVP Trust are required to give notice to any securities exchangedate is an Interest Payment Date, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of Regular Record Date), and shall be given in the manner set forth in Section 106. If such Preferred Securities resumption date is not known, the notice must state that the length 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 dateExtension Period will be indefinite. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Subordinated Indenture (Inco LTD)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 2.01 or Section 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 Sums, Additional Interest, Compounded Interest and Special Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries not permit any Subsidiary of the Company to, (i) 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 (which includes common and preferred stock), or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such Bear ▇▇▇▇▇▇▇ Guarantee or other guarantee ranks PARI PASSU by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock capital stock of the Company, ; (b) redemptions or purchases any declaration of any rights pursuant to a dividend in connection with the Company's Stock Purchase implementation of a Rights Plan, or the issuance of capital stock of the Company under any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the future, any rights distributed pursuant to a Rights Plan; (c) payments under any Nevada Power Guarantee, Bear ▇▇▇▇▇▇▇ Guarantee (as defined herein and in the Existing Indenture); (d) purchases of Common Stock common stock related to the issuance of Common Stock common stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees employees; and (e) purchases payments of Common Stock required interest pursuant to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its SubsidiariesEPICS Loan Agreement). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 Sums, Additional Interest, Compounded Interest and Special Interest then due on any Interest Payment Dateinterest payment date, the Company may elect to begin a new Extension Period, subject to the requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders holders of the Securities of such series and the Trustee notice of its election to begin or continue extend any such Extension Period at least one five Business Day Days prior to the Interest Payment Date next succeeding interest payment date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP Trust, a Bear ▇▇▇▇▇▇▇ Trust so long as such Securities are held by such Bear ▇▇▇▇▇▇▇ Trust prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP Bear ▇▇▇▇▇▇▇ Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or (ii) the date the Administrative Trustees Property Trustee of such NVP Bear ▇▇▇▇▇▇▇ Trust are is required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders holders of the outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified (a) So long as contemplated by Section 301 with respect to the Securities no Event of a particular seriesDefault has occurred and is continuing, the Company shall have the right, at any time during the term of such series, from time to time, time to defer the payment of interest on the Debentures by extending the interest payment period of such Securities Debentures for such a period or not exceeding 20 consecutive quarterly periods as may be specified as contemplated by Section 301 (each, an "Extension Period"). During any such 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)Date. At the end of any such Extension Period the Company shall pay all interest then accrued and unpaid on the Securities (together with including any Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable lawand/or any Additional Sums), ; provided, however, that during no Extension Period shall extend beyond the Stated Maturity of the Debentures
(b) During any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series Debentures in all respects or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by the Company of the debt securities or preferred securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in right of payment interest to the Securities Debentures in all respects, provided, the Company may make such payments on or in respect of such any other series (other than (a) dividends or distributions in Common Stock of the Company's debt securities and any such guarantees ranking equally with the Debentures or any Regions Guarantee relating thereto on a pro rata basis so that the payments made on such debt securities or such guarantees and the Debentures and such Regions Guarantee in all cases bear to each other the same ratio that accrued and unpaid payments on such debt securities and such guarantees and the Debentures and such Regions Guarantee bear to each other (other than, in each case, (bA) repurchases, redemptions or purchases other acquisitions of shares of capital stock of the Company in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan, in connection with the issuance of 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 any applicable Extension Period or in connection with transactions effected by or for the account of customers of the Company or any Affiliate of the Company or in connection with the distribution, trading or market-making in respect of the Preferred Securities, (B) as a result of any rights 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 Company's Stock Purchase Rights Planconversion or exchange provisions of such capital stock or the security being converted or exchanged, or (D) any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such in connection with any stockholder's rights plan, or the issuance of Preferred Stock rights, stock or other property under such plans any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (E) any dividend in the futureform of stock, (c) payments under any Nevada Power Guaranteewarrants, (d) purchases options or other rights where the dividend stock or the stock issuable upon exercise of Common Stock related 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 the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date of such Securitieshereof. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest or Additional Sums then due on any Interest Payment Date, the Company may elect to begin a new Extension Period, subject to the requirements hereofabove requirements. No 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 interest at the interest rate then in effect compounded quarterly for each quarterly period of the extension period ("Additional Interest"). The Company shall give the Holders of the Securities of such series and the Trustee prior written notice of its election to begin or continue 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 an NVP Trust, prior to the earlier of (i1) the next succeeding date the on which Distributions on the Preferred Securities of such NVP the applicable Regions Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (ii2) the date on which the Administrative Trustees Property Trustee of such NVP the applicable Regions Trust are is required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Securities of such series.
Appears in 1 contract
Sources: First Supplemental Indenture (Regions Financial Corp)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 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 cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the Company's capital stock, (b) redemptions or purchases any declaration of any rights pursuant to a dividend in connection with the Company's Stock Purchase implementation of a Rights Plan, or the redemption or repurchase of any successor rights distributed pursuant to such Stock Purchase a Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guaranteethe Guarantee with respect to such Security, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases employees, related to the issuance of Common Stock required or rights under a dividend reinvestment and stock purchase plan, or related to prevent the loss issuance of Common Stock (or secure securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the renewal or reinstatement commencement of any government license or franchise held by the Company or any of its Subsidiariessuch Extension Period). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove 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 and the Trustee written notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP a Trust, so long as such Securities are held by such Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP Trust would have been be payable except but for the election to begin or continue such Extension Period, deferral or (ii) the date the Administrative Regular Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 3.01 with respect to the Securities of a particular series, provided that no Event of Default has occurred and is continuing 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 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), provided, however, that during no Extension Period may extend beyond the Stated Maturity of these Securities. During any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including Other Debentures) that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock common stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a shareholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power the applicable BancorpSouth Guarantee, (d) purchases or acquisitions of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any shares of the Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans for its directorsplan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to these Securities, officers or employees and (e) purchases as a result of Common Stock required a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, or (f) the purchase of fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereof. 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 and the Trustee and the Property Trustee notice of its election to begin or continue any such Extension Period (or an extension thereof) at least one five Business Day Days prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP a BancorpSouth Capital Trust, prior to the earlier of (i) the date the Distributions on the Preferred Trust Securities of such NVP BancorpSouth Capital Trust would have been payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP BancorpSouth Capital Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the outstanding Securities of such seriesPeriod.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 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 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 cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock the capital stock of the Company, (b) redemptions or purchases any declaration of any rights pursuant to a dividend in connection with the Company's Stock Purchase implementation of a Rights Plan, or the redemption or repurchase of any successor rights distributed pursuant to such Stock Purchase a Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Mellon Guarantee, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases employees, related to the issuance of Common Stock required or rights under a dividend reinvestment and stock purchase plan, or related to prevent the loss issuance of Common Stock (or secure securities convertible into or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the renewal or reinstatement commencement of any government license or franchise held by the Company or any of its Subsidiariessuch Extension Period). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove 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 and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP a Mellon Trust, so long as such Securities are held by such Mellon Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP Mellon Trust would have been be payable except but for the election to begin or continue such Extension Period, deferral or (ii) the date the Administrative Trustees of such NVP Mellon Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 3.01 with respect to the Securities of a particular series, provided that no Event of Default has occurred and is continuing 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 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), provided, however, that during no Extension Period may extend beyond the Stated Maturity of these Securities. During any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 (which includes common and preferred stock), or (ii) make any payment of principal ofprincipal, or interest interest, or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including Other Debentures) that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock common stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power the applicable Company Guarantee, (d) purchases or acquisitions of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any shares of the Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans for its directorsplan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to these Securities, officers or employees and (e) purchases as a result of Common Stock required a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, or (f) the purchase of fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereof. 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 Trustee and the Property Trustee notice of its election to begin or continue any such Extension Period (or an extension thereof) at least one three Business Day Days prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP a Resource Capital Trust, prior to the earlier of (i) the date the Distributions on the Preferred Trust Securities of such NVP Resource Capital Trust would have been payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of or such NVP Resource Capital Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the outstanding Securities of such seriesPeriod.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Resource Capital Trust I)
Deferrals of Interest Payment Dates. If the Securities of a particular series are to be deposited as trust assets in a CCCI Capital Trust and as specified as contemplated by Section 301 with respect to the Securities of a particular such series, provided that no Event of Default has occurred and is continuing 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 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 accrued at a [floating] [fixed rate equal to % per annum], compounded [monthly] [quarterly] [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), provided, however, that during no Extension Period may extend beyond the Stated Maturity of these Securities. During an Extension Period, interest will continue to accrue and Holders of the Securities 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 cause all Subsidiaries 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 stockstock (which includes the Common Stock and the Preferred Stock), or (ii) make any payment of principal ofprincipal, or interest interest, or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including other Securities) that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock of the CompanyStock, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power the applicable CCCI Capital Trust Guarantee, (d) purchases or acquisitions of shares of the Common Stock related in connection with the satisfaction by the Company of its obligations under any employee benefit plan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to the issuance these Securities), (e) as a result of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any a reclassification of the Company's benefit plans capital stock or the exchange or conversion of one class or series of the Company's capital stock for its directorsanother class or series of the Company's capital stock, officers or employees and (ef) purchases the purchase of Common Stock required fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no Extension Period shall exceed the period [60] [20] [10] consecutive [monthly] [quarterly] or [semi-annual] periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereof. 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 and Holders, the Trustee notice of its election to begin or continue any such Extension Period (or an extension thereof) at least one three Business Day Days prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP a CCCI Capital Trust, prior to the earlier of (i) the date the Distributions distributions on the Common Securities and the Preferred Securities of such NVP CCCI Capital Trust would have been payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees regular trustees of such NVP CCCI Capital Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such the Common Securities and the Preferred Securities of the record date or the date such Distributions distributions are payable, but in any event not less than one three Business Day Days prior to such record date. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the outstanding Securities of such series.Period. 41 33 ARTICLE FOUR
Appears in 1 contract
Sources: Junior Subordinated Indenture (Ccci Capital Trust Iii)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 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, time to defer the payment of interest on such Debt Securities for such period or periods as may be specified as contemplated by Section 301 (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 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Debt Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Debt Securities of such series (other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCompany 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 or in connection with a dividend reinvestment or shareholder stock purchase plan, (b) redemptions as a result of an exchange or purchases conversion of any rights 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 then outstanding 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 Company's Stock Purchase conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in the form of capital stock in connection with any Rights Plan, or the issuance of rights to capital stock under any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the futurerights pursuant thereto, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases any dividend in the form of Common Stock required 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 prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Debt Securities, extend beyond the Stated Maturity Date of the principal of such SecuritiesDebt Securities 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 requirements hereofabove conditions. 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 301. The Company shall give the Holders of the Debt Securities of such series and the Trustee notice of its election to begin or continue 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 the any Debt Securities of a series issued to an NVP a Trust, so long as any such Debt Securities are held by such Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions (as defined in the Distributions applicable Trust Agreement) on the Trust Preferred Securities of such NVP Trust would have been be payable except but for the election to begin or continue such Extension Period, or deferral and (ii) the date on which the Administrative Trustees Property Trustee of such NVP Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Trust 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Debt Securities of such series.] Section 313. [Right to Set-off. With respect to the Debt Securities of a series initially issued to a Trust, notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any such Debt Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee relating to such Debt Security or to a holder of Trust Preferred Securities pursuant to an action undertaken under Section 808 of this Indenture.]
Appears in 1 contract
Sources: Indenture (Progress Energy Inc)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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 right during the term of such series, from time to time, series to defer the payment of interest on such Securities Securities, at any time and from time to time, for such period or periods as may be specified as contemplated by Section 301 3.1 (each, an "Extension Period"), during which Extension Periods the Company shall have the right to make payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 series, compounded quarterly, to the extent permitted by applicable law), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that at any time while an Extension Period is in effect and (i) the Company shortens the Stated Maturity of the principal of such Securities to end before the last day of such Extension Period, then the Extension Period will be deemed to end on the Stated Maturity or (ii) the Company elects to redeem all Outstanding Securities of such Securities before the last day of such Extension Period, then the Extension Period will be deemed to end on such Redemption Date; provided, further, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU on a parity with or junior in right of payment to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks PARI PASSU on a parity with or junior in right of payment to the Securities of such series (other than (a) dividends any dividend in a form of stock, warrants, options or distributions in Common Stock other rights where the dividend or the stock issuable upon the exercise of the Companywarrants, options or other rights is the same stock as that on which the dividend is being paid or ranks on parity with or junior in right of payment to such stock, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power Guaranteethe ▇▇▇▇▇▇ Trust Guarantee related to the Capital Securities issued by the ▇▇▇▇▇▇ Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and employees) or (eiv) purchases redeem, purchase or acquire less than all of Common Stock required to prevent the loss or secure the renewal or reinstatement Securities of any government license or franchise held by the Company such series or any of its Subsidiaries)such Capital Securities. Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period, no provided that such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities or to extend beyond the Stated Maturity Date 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 requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders Trustee and the Property Trustee and the Administrative Trustees of the ▇▇▇▇▇▇ Trust holding Securities of such series and the Trustee notice of its election to begin or continue of any such Extension Period (or an extension thereof) at least one Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP ▇▇▇▇▇▇ Trust or the interest on such Securities would have been be payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP Trust are or the Trustee is required to give notice to the New York Stock Exchange or any securities exchange, the Nasdaq National Market applicable stock exchange or other applicable interdealer automated quotation system on which the Capital Securities or self-regulatory organization the Securities are then listed or quoted or to holders of such Preferred Capital Securities or such Securities of the record date or (iii) the date such Distributions are interest is payable, but in any event not less than one Business Day prior to such record date. The Trustee shall promptly give notice of the Company's election to begin any such or extend an Extension Period to the Holders of the outstanding Outstanding Securities of such series. There is no limitation on the number of times that the Company may elect to begin or extend an Extension Period.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Downey Financial Corp)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 2.1 or Section 3.1 with respect to the Securities of a particular series, the Company so long as no Event of Default has occurred and is continuing, Group shall have the right, at any time during the term of such series, from time to time, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 3.1 (each, an "Extension Period"), ) during which Extension Periods the Company Group 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)Date. At the end of any such Extension Period the Company Group 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 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 extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that during any such Extension Period, the Company Group shall not, and shall cause all Subsidiaries 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 CompanyGroup's capital stock, or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of Group that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by Group of the debt securities of any Subsidiary of Group that by their terms rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the CompanyGroup's capital stock, (b) redemptions or purchases any declaration of any rights pursuant to a dividend in connection with the Company's Stock Purchase implementation of a Rights Plan, or the redemption or repurchase of any successor rights distributed pursuant to a the Guarantee with respect to such Stock Purchase Rights PlanSecurity, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock or rights or options under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the CompanyGroup's benefit plans for its directors, officers officers, employees or employees and (e) purchases other persons within the definition of "employee" for purposes of a registration of shares for an employee benefit plan of Group, related to the issuance of Common Stock required or rights under a dividend reinvestment and stock purchase plan, or related to prevent the loss issuance of Common Stock (or secure securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the renewal or reinstatement commencement of any government license or franchise held by the Company or any of its Subsidiariessuch Extension Period). Prior to the termination of any such Extension Period, the Company Group may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 Group may elect to begin a new Extension Period, subject to the requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company Group shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP Trusta Company, so long as such Securities are held by such Company, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP Trust Company would have been be payable except but for the election to begin or continue such Extension Period, deferral or (ii) the date the Administrative Trustees of such NVP Trust are Company is required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice notice, in the name and at the expense of the CompanyGroup, of Group's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Subordinated Indenture (Delphi Financial Group Inc/De)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 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 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 cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the Company's capital stock, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such rights a Rights Plan or the issuance of Preferred Stock stock under any such plans Rights Plan in the future, or the redemption or repurchase of any rights distributed pursuant to a Rights Plan, (c) payments under any Nevada Power Guaranteethe Guarantee with respect to such Security, (d) purchases of Common Stock related to the issuance of Common Stock or rights or options under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers officers, employees or employees other persons within the definition of "employee" for purposes of a registration of shares for an employee benefit plan of the Company, related to the issuance of Common Stock or rights under a dividend reinvestment or 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 Extension Period and (e) purchases payments of accrued dividends (and cash in lieu of fractional shares) upon conversion into Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by convertible preferred stock of the Company of any series now or any hereinafter outstanding, in accordance with the terms of its Subsidiariessuch stock). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 a new Extension Period, subject to the requirements hereofabove 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 and the Trustee written notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP a Trust, so long as such Securities are held by such Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP Trust would have been be payable except but for the election to begin or continue such Extension Period, deferral or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders holders of the outstanding Securities of such seriesOutstanding Preferred Securities.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 with respect to the Securities of a particular series, the The Company shall have the right, at any time during the term of such seriesthe Debentures, so long as no Event of Default has occurred and is continuing, from time to time, 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 301 (each, an "Extension Period"), ) during which Extension Periods periods the Company shall have the right to not make payments of interest (including any Liquidated Damages) on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (, and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period). At at the end of any such Extension 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), provided, however, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any debt securities (including guarantees of indebtedness for money borrowed) of the Company that ranks PARI PASSU rank pari passu with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities of such series Debentures (other than (ai) dividends any dividend, redemption, liquidation, interest, principal or distributions in Common Stock 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 Companysecurities on which such dividend, redemption, interest, principal or guarantee payment is being made, (bii) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Shareholders Rights Plan, or any successor to such Stock Purchase Shareholders Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock preferred stock under such plans in the future, (ciii) payments under any Nevada Power the Guarantee, (div) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees employees, (v) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one series or class of the Company's capital stock for another series or class of the Company's capital stock and (evi) purchases the purchase of Common Stock required fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, 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 Date 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 Datedue, the Company may elect to begin select a new Extension Period, subject to the requirements hereofabove requirements. No interest including Additional Interest and Liquidated Damages, 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 Trustee Administrative Trustees notice of its election to begin or continue any selection of 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 an NVP Trust, prior to the earlier of (i) the record date for the date the Distributions distributions on the Preferred Securities of such NVP 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 or continue such Extension Period, or Period and (ii) the date the Administrative Trustees of such NVP Trust Property Trustee (or, if no 44 Preferred Securities are outstanding, the Trustee) is required to give notice to any securities exchange, the Nasdaq National Market NYSE or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. Such notice shall specify the period selected. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the outstanding Securities of such seriesDebentures.
Appears in 1 contract
Sources: Indenture (Host Marriott Corp/Md)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 with respect to the Securities of a particular series, 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, 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 301 (each, an "Extension PeriodEXTENSION PERIOD"), ) during which Extension Periods periods the Company shall have the right to not make payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (, and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period). At at the end of any such Extension 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), providedPROVIDED, howeverHOWEVER, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any debt securities (including guarantees of indebtedness for money borrowed) of the Company that ranks rank PARI PASSU with or junior in right of payment to the Securities Debentures (other than (i) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks securities (including capital stock) that rank PARI PASSU with or junior in right of payment to the Securities of securities on which such series (other than (a) dividends dividend, redemption, interest, principal or distributions in Common Stock of the Companyguarantee payment is being made, (bii) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, a stockholder rights agreement and the declaration of a dividend of such rights or the issuance of Preferred Stock preferred stock under such plans plan in the future, (ciii) payments under any Nevada Power the Guarantee, (div) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees employees, (v) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one series or class of the Company's capital stock for another series or class of the Company's capital stock and (evi) purchases the purchase of Common Stock required fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, 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 Date 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 Datedue, the Company may elect to begin select a new Extension Period, subject to the requirements hereofabove 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 Trustee Administrative Trustees written notice of its election to begin or continue any selection of 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 an NVP Trust, prior to the earlier of (i) the record date for the date the Distributions distributions on the Preferred Securities of such NVP 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 or continue such Extension Period, or Period and (ii) the date the Administrative Trustees of such NVP Trust Property Trustee (or, if no Preferred Securities are outstanding, the Trustee) is required to give notice to any securities exchange, the Nasdaq National Market NYSE or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. Such notice shall specify the period selected. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the outstanding Securities of such seriesDebentures and Preferred Securities.
Appears in 1 contract
Sources: Junior Convertible Subordinated Indenture (Dura Automotive Systems Inc)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 3.1, but not less than 20 consecutive quarters (each, an "Extension “Deferral Period"”), during which Extension Deferral Periods the Company shall if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. The Company shall exercise such right to defer the payment of the interest on such Securities at its option or when directed to do so by the Federal Reserve. No Extension Deferral Period shall end on a date other than an Interest Payment Date (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)Date. At the end of any such Extension Deferral 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), ; provided, however, that no Deferral Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that, unless otherwise specified as contemplated by Section 3.4, that during any such Extension Deferral Period, the Company shall not, and shall cause all Subsidiaries not permit any Subsidiary to, (i) declare or pay any dividends or distributions onon any shares of the Company’s capital stock, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital ’s preferred stock, or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari passu in all respects with or junior in right of payment interest to the Securities of such series (except for partial payments of interest with respect to such series of Securities) or (iii) make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU 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 right of payment interest to the Securities securities of such series (other than (a) dividends any repurchase, redemption or distributions in Common Stock other acquisition of shares of the Company’s capital stock in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the Deferral Period, (3) a dividend reinvestment or stockholder purchase plan, or (4) 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 Deferral Period; (b) redemptions any exchange, redemption or purchases conversion of any rights class or series of the Company’s capital stock, or the capital stock of one of its subsidiaries, for any other class or series of the Company’s capital stock, or any class or series of the Company’s indebtedness for any class or series of its capital stock; (c) any purchase of fractional interests in shares of the Company’s capital stock pursuant to the Company's Stock Purchase Rights Plan, conversion or exchange provisions of such capital stock or the securities being converted or exchanged; (d) any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such in connection with any rights plan, or the issuance of Preferred Stock rights, stock or other property under such plans in any rights plan, or the future, redemption or repurchase of rights pursuant thereto; (ce) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to Bridge Bancorp Guarantee executed for the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any benefit of the Company's benefit plans for its directorsholders of the Trust Preferred Securities; or (f) any dividend in the form of stock, officers warrants, options or employees and (e) purchases other rights where the dividend stock or stock issuable upon exercise of Common Stock required such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to the termination of any such Extension Deferral Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Deferral Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date of the principal of such Securities. Upon termination of any Extension Deferral 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 Deferral Period, subject to the requirements hereofabove requirements. No interest shall be due and payable during an Extension Deferral Period, except at the end thereof. The Company shall give the Holders of Trustee, the Securities of such series Property Trustee and the Trustee each Paying Agent notice of its election to begin or continue extend any such Extension Deferral Period at least one ten Business Day Days prior to the next succeeding Interest Payment Date or, with respect to on the Securities of a series issued to an NVP Trust, prior to the earlier of (i) the date the Distributions on the Preferred Securities of such NVP Trust would have been payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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 dateseries. The Trustee shall promptly give notice of the Company's ’s election to begin or extend any such Extension Deferral Period to the Holders of the outstanding Outstanding Securities of such series, unless otherwise specified with respect to such series in accordance with Section 3.1.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Bridge Statutory Capital Trust I)
Deferrals of Interest Payment Dates. If specified (a) So long as contemplated by Section 301 with respect to the Securities no Event of a particular seriesDefault 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities, including the Company's obligations associated with the Preferred Securities and the 9.875% junior subordinated debentures due 2029 issued by the Company on August 2, 1999, which are currently held by Allegiant Capital Trust I or (iii) redeem, purchase or acquire less than all of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities or any of such series the Preferred Securities (other than (aA) dividends repurchases, redemptions or distributions other acquisitions of shares of capital stock of the Company in Common Stock 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, or in connection with a dividend reinvestment or shareholder stock purchase plan, (B) 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, (bC) redemptions or purchases the purchase of any rights fractional interests in shares of the Company's capital stock pursuant to the Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and or the declaration redemption or repurchase of a rights pursuant thereto, or (E) 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 the issuance of Preferred Stock under ranks pari passu with or junior to such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesstock). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed twenty (20) consecutive quarterly periods, extend beyond the period or periods specified in Stated Maturity of the principal of such Securities or extend beyond the Maturity Date of such Securitiesend 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 requirements hereofabove conditions. 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 and the Trustee notice of its election to begin or continue 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 the any Securities of a series issued to an NVP 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 (ix) the next succeeding date on which Distributions (as defined in the Distributions Trust Agreement) on the Preferred Securities of such NVP the Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (iiy) the date on which the Administrative Trustees Property Trustee of such NVP the Issuer Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. .
(b) The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Securities of such seriesOutstanding Securities.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Allegiant Capital Trust Ii)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, and so long as the Consolidated Interest Coverage Ratio of the Company for the Reference Period immediately preceding what would (but for the Extension Period, defined below) otherwise be an Interest Payment Date shall be less than 1.50 to 1, the Company shall have the right, at any time during the term of such series, from time to time, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including securities other than the Securities of such series) that ranks PARI PASSU pari passu in all respects with or junior in right of payment interest to the Securities of such series series, or make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks PARI PASSU rank pari passu in all respects with or junior Junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the Companycapital stock (which includes common and preferred stock), (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of a stockholders' rights plan, or the redemption or repurchase of any such rights or the issuance of Preferred Stock under such plans in the futurepursuant thereto, (c) payments under any Nevada Power Guaranteethe ▇▇▇▇▇▇▇▇▇▇ Guarantee related to the Preferred Securities issued by the ▇▇▇▇▇▇▇▇▇▇ Industries Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and employees) or (eiii) purchases redeem, purchase or acquire less than all of Common Stock required to prevent the loss or secure the renewal or reinstatement Securities of any government license or franchise held by the Company such series or any of its Subsidiaries)the Preferred Securities. Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period, no provided that such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities or to extend beyond the Stated Maturity Date of the principal of such SecuritiesSecurities and, provided further, that any such Extension Period may continue only so long as (x) no Event of Default has occurred and is continuing, and (y) the Consolidated Interest Coverage Ratio of the Company for the Reference Period immediately preceding what would (but for such Extension Period) otherwise be an Interest Payment Date is less than 1.50 to 1. 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 requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the Securities ▇▇▇▇▇▇▇▇▇▇ Industries Trust holding securities of such series and the Trustee notice of its election to begin or continue of any such Extension Period (or an extension thereof) at least one Business business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, prior to the earlier of (i) the next occurring date the on which Distributions on the Preferred Securities of such NVP ▇▇▇▇▇▇▇▇▇▇ Industries Trust would have been be payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchangethe American Stock Exchange, the New York Stock Exchange, the Nasdaq National Stock Market or other applicable interdealer stock exchange or automated quotation system on which the Preferred Securities are then listed or self-regulatory organization quoted or to holders of such Preferred Securities as 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. The Trustee shall give notice of the Company's election to begin a new Extension Period to the holders of the Securities. There is no limitation on the number of times that the Company may elect to begin an Extension Period. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders holders of the outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Praegitzer Industries Inc)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the CompanyStock, (b) redemptions any declaration of a dividend in connection with the implementation of a Rights Plan, or purchases the issuance of any Common Stock of any class or series of preferred stock of the Company under any Rights Plan in the future or the redemption or repurchase of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the futurethereto, (c) payments under any Nevada Power BankAmerica Guarantee, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's (or its subsidiaries') benefit plans for its their directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesemployees). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove 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 and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP a BankAmerica Trust, so long as such Securities are held by such BankAmerica Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP BankAmerica Trust would have been be payable except but for the election to begin or continue such Extension Period, deferral or (ii) the date the Administrative Trustees of such NVP BankAmerica Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. For purposes hereof, neither the Company's Senior Debt nor its Senior Subordinated Debt shall be deemed to be pari passu with the Securities. The Trustee Trustee, at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding 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 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 3.1, but up to not less than 20 consecutive quarters (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including Securities other than the Securities of such series) that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company (including National City Guarantees other than the National City Guarantee related to the Capital Securities issued by the National City Trust holding Securities of such series) if such guarantee ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the futurefuture or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power Guaranteethe National City Guarantee related to the Capital Securities issued by the National City Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesemployees). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period, no provided that such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities or to extend beyond the Stated Maturity Date 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 requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the National City Trust holding Securities of such series and the Trustee notice of its election to begin or continue of any such Extension Period (or an extension thereof) at least one five Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, Days prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP National City Trust would have been be payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP National City Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If the Securities of a particular series are to be deposited as trust assets in a Heftel Capital Trust and as specified as contemplated by Section 301 with respect to the Securities of a particular such series, provided that no Event of Default has occurred and is continuing 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 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 accrued in a manner to be specified in Section 301 compounded in a manner to be specified in Section 301 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), provided, however, that during no Extension Period may extend beyond the Stated Maturity of such Securities. During an Extension Period, interest will continue to accrue and Holders of the Securities 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 cause all Subsidiaries 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 stockstock (which includes the Common Stock and the Preferred Stock), or (ii) make any payment of principal ofprincipal, or interest interest, or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including other Securities) that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock of the CompanyStock, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power the applicable Heftel Capital Trust Guarantee, (d) purchases or acquisitions of shares of the Common Stock related in connection with the satisfaction by the Company of its obligations under any employee benefit plan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to the issuance these Securities), (e) as a result of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any a reclassification of the Company's benefit plans capital stock or the exchange or conversion of one class or series of the Company's capital stock for its directorsanother class or series of the Company's capital stock, officers or employees and (ef) purchases the purchase of Common Stock required fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no Extension Period shall exceed the period or specified number of specified consecutive periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereof. 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 and the Trustee notice of its election to begin or continue any such Extension Period (or an extension thereof) at least one three Business Day Days prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP a Heftel Capital Trust, prior to the earlier of (i) the date the Distributions distributions on the Common Securities and the Preferred Securities of such NVP Heftel Capital Trust would have been payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees regular trustees of such NVP Heftel Capital Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such the Common Securities and the Preferred Securities of the record date or the date such Distributions distributions are payable, but in any event not less than one three Business Day Days prior to such record date. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the outstanding Securities of such seriesPeriod.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Heftel Capital Trust Ii)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (each, each an "Extension Period")) not to exceed the number of consecutive quarterly, semi-annual or other periods that equal ten 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment interest to the Securities of such series (other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCompany 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 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) redemptions as a result of an exchange or purchases conversion of any rights 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 Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the futurerights pursuant thereto, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases any dividend in the form of Common Stock required 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 prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to the that termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Date 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 requirements hereofabove conditions. 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 and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the any Securities of a series issued to an NVP Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next - 48 - succeeding date the on which Distributions on the Preferred Capital Securities of such NVP Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (ii) the date on which the Administrative Trustees Property Trustee of such NVP Issuer Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (First Empire Capital Trust I)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 3.1 (each, an "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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 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 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 cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the Company's capital stock, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholder rights plan, or the issuance redemption or repurchase of Preferred Stock under such plans in the future, any rights distributed pursuant to a stockholder rights plan and (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related the Guarantee with respect to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch Security). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove conditions. No 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 and the Trustee written notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP a Trust, so long as such Securities are held by such Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP Trust would have been be payable except but for the election to begin or continue such Extension Period, deferral or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Pennsylvania Power & Light Co /Pa)
Deferrals of Interest Payment Dates. If specified (a) So long as contemplated by Section 301 with respect to the Securities no Event of a particular seriesDefault 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu with or junior in right of payment 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 or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities or any of such series the Preferred Securities (other than (aA) dividends repurchases, redemptions or distributions other acquisitions of shares of capital stock of the Company in Common Stock 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, (B) 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, (bC) redemptions or purchases the purchase of any rights fractional interests in shares of the Company's capital stock pursuant to the Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and or the declaration redemption or repurchase of a rights pursuant thereto, or (E) 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 the issuance of Preferred Stock under ranks pari passu with or junior to such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesstock). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed twenty (20) consecutive quarterly periods, extend beyond the period or periods specified in Stated Maturity of the principal of such Securities or extend beyond the Maturity Date of such Securitiesend 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 requirements hereofabove conditions. 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 and the Trustee notice of its election to begin or continue 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 the any Securities of a series issued to an NVP 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 (ix) the next succeeding date on which Distributions (as defined in the Distributions Trust Agreement) on the Preferred Securities of such NVP the Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (iiy) the date on which the Administrative Trustees Property Trustee of such NVP the Issuer Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. .
(b) The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Securities of such seriesOutstanding Securities.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Allegiant Capital Trust I)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries 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 make any guarantee payment with respect thereto, or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including Securities other than the Securities of such series) that ranks PARI PASSU pari passu with or junior in right of payment to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company (including Compass Guarantees other than the Compass Guarantee related to the Capital Securities issued by the Compass Trust holding Securities of such series) if such guarantee ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock additional shares of the Company's capital stock where the dividend stock is the same stock as that on which the dividend is being paid, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the futurefuture or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power Guaranteethe Compass Guarantee related to the Capital Securities issued by the Compass Trust holding Securities of such series, (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees employees), and (e) purchases the payment of Common Stock required dividends by a Subsidiary to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries)Company. Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period, no provided that such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities or to extend beyond the Stated Maturity Date 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 requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the Compass Trust holding Securities of such series and the Trustee notice of its election to begin or continue of any such Extension Period (or an extension thereof) at least one five Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, Days prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP Compass Trust would have been be payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP Compass Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Compass Bancshares Inc)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including Securities other than the Securities of such series) that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company (including Compass Guarantees other than the Compass Guarantee related to the Capital Securities issued by the Compass Trust holding Securities of such series) if such guarantee ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the futurefuture or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power Guaranteethe Compass Guarantee related to the Capital Securities issued by the Compass Trust holding Securities of such series, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesemployees). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period, no provided that such extension does not cause such Extension Period shall exceed the period or periods specified in such Securities or to extend beyond the Stated Maturity Date 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 requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The Company shall give the Holders Trustee, the Property Trustee and the Administrative Trustees of the Compass Trust holding Securities of such series and the Trustee notice of its election to begin or continue of any such Extension Period (or an extension thereof) at least one five Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, Days prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP Compass Trust would have been be payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP Compass Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 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, time to defer the payment of interest on such Debt Securities for such period or periods as may be specified as contemplated by Section 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period). At the end of any such Extension 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); PROVIDED, provided, howeverHOWEVER, that no Extension Period shall extend beyond the Maturity of the principal of the Debt Securities of such series; and PROVIDED FURTHER, HOWEVER that, unless otherwise specified as contemplated by Section 301, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Company that rank PARI PASSU in all respects with or junior in interest to the Debt Securities of such series (except for any partial payments of interest with respect to and permitted under the Debt Securities of such series), or (ii) declare or pay any dividends or distributions, or redeem, purchase, acquire or make any sinking fund a liquidation payment with respect toon, any of the Company's capital stock (other than (a) repurchases, redemptions or other acquisitions of shares of 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, consultants or independent contractors, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of 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, redemption 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 other 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 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) any payment by the Company under any Guarantee Agreement, 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 in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities of such series (other than (a) dividends or distributions in Common Stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesstock). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Debt Securities or extend beyond the Maturity Date 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 requirements hereofabove conditions. 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 and the Trustee notice of its election to begin or continue 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 the any Debt Securities of a series issued to an NVP 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 (i) the next succeeding date the on which Distributions on the Preferred Capital Trust Securities of such NVP Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (ii) the date on which the Administrative Trustees Property Trustee of such NVP Issuer Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding 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 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment interest to the Securities of such series (other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCompany 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 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) redemptions as a result of an exchange or purchases conversion of any rights 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 Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the futurerights pursuant thereto, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases any dividend in the form of Common Stock required 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 prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to the that termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Date 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 requirements hereofabove conditions. 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 and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the any Securities of a series issued to an NVP Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (ii) the date on which the Administrative Trustees Property Trustee of such NVP Issuer Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Jbi Capital Trust I)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including other Securities) that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities securities of such series series, (other than (a) dividends or distributions payments in Common Stock of securities junior in interest to the CompanySecurity, (b) redemptions any declaration of a dividend in connection with the implementation of a Rights Plan, the issuance of any Common Stock of any class or purchases series of preferred stock of the Company under any Rights Plan in the future or the redemption or repurchase of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the futurethereto, (c) payments under any Nevada Power USF&G Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and employees, (e) purchases payments made on any series of Common Stock required to prevent Securities upon the loss or secure the renewal or reinstatement stated maturity of such Securities and (f) payments of accrued dividends (and cash in lieu of fractional shares) upon conversion into common stock of any government license or franchise held by convertible preferred stock of the Company of any series now or any hereinafter outstanding, in accordance with the terms of its Subsidiariessuch stock.). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove 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 Property Trustee and the Trustee notice of its election to begin or continue 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 an NVP Trust, prior to the earlier of (i) the date the Distributions on the Preferred Capital Securities of such NVP USF&G Trust would have been payable except for the election to begin or continue such Extension Period, Period or (ii) the date the Administrative Trustees Property Trustee of such NVP USF&G Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. For purposes hereof, the Company's Senior Debt shall not be deemed to be pari passu with the Securities. The Trustee Trustee, at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Trust Agreement (Usf&g Corp)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 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, time to defer the payment of interest on such Debt Securities for such period or periods as may be specified as contemplated by Section 301 (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 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Debt Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Debt Securities of such series (other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCompany 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 or in connection with a dividend reinvestment or shareholder stock purchase plan, (b) redemptions as a result of an exchange or purchases conversion of any rights 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 then outstanding 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 Company's Stock Purchase conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in the form of capital stock in connection with any Rights Plan, or the issuance of rights to capital stock under any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the futurerights pursuant thereto, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases any dividend in the form of Common Stock required 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 prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Debt Securities, extend beyond the Stated Maturity Date of the principal of such SecuritiesDebt Securities 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 requirements hereofabove conditions. 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 301. The Company shall give the Holders of the Debt Securities of such series and the Trustee notice of its election to begin or continue 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 the any Debt Securities of a series issued to an NVP a Trust, so long as any such Debt Securities are held by such Trust, at least one Business Day prior to the earlier of (i) the next succeeding date the on which Distributions on the Trust Preferred Securities of such NVP Trust would have been be payable except but for the election to begin or continue such Extension Period, or deferral and (ii) the date on which the Administrative Trustees Property Trustee of such NVP Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Trust 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Debt Securities of such series.] [Section 313. Right to Set-off. With respect to the Debt Securities of a series initially issued to a Trust, notwithstanding anything to the contrary herein, the Company shall have the right to set off any payment it is otherwise required to make in respect of any such Debt Security to the extent the Company has theretofore made, or is concurrently on the date of such payment making, a payment under the Guarantee relating to such Debt Security or to a holder of Trust Preferred Securities pursuant to an action undertaken under Section 808 of this Indenture.]
Appears in 1 contract
Sources: Indenture (Cp&l Energy Inc)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 3.1, but not less than 20 consecutive quarters (each, an "Extension “Deferral Period"”), during which Extension Deferral Periods the Company shall if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. The Company shall exercise such right to defer the payment of the interest on such Securities at its option or when directed to do so by the Federal Reserve. No Extension Deferral Period shall end on a date other than an Interest Payment Date (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)Date. At the end of any such Extension Deferral 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), ; provided, however, that no Deferral Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that, unless otherwise specified as contemplated by Section 3.4, that during any such Extension Deferral Period, the Company shall not, and shall cause all Subsidiaries not permit any Subsidiary to, (i) declare or pay any dividends or distributions onon any shares of the Company’s capital stock, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital ’s preferred stock, or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari passu in all respects with or junior in right of payment interest to the Securities of such series (except for partial payments of interest with respect to such series of Securities) or (iii) make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU 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 right of payment interest to the Securities securities of such series (other than (a) dividends any repurchase, redemption or distributions in Common Stock other acquisition of shares of the Company’s capital stock in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the Deferral Period, (3) a dividend reinvestment or stockholder purchase plan, or (4) 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 Deferral Period; (b) redemptions any exchange, redemption or purchases conversion of any rights class or series of the Company’s capital stock, or the capital stock of one of its subsidiaries, for any other class or series of the Company’s capital stock, or any class or series of the Company’s indebtedness for any class or series of its capital stock; (c) any purchase of fractional interests in shares of the Company’s capital stock pursuant to the Company's Stock Purchase Rights Plan, conversion or exchange provisions of such capital stock or the securities being converted or exchanged; (d) any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such in connection with any rights plan, or the issuance of Preferred Stock rights, stock or other property under such plans in any rights plan, or the future, redemption or repurchase of rights pursuant thereto; (ce) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to PrivateBancorp Guarantee executed for the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any benefit of the Company's benefit plans for its directorsholders of the Trust Preferred Securities; or (f) any dividend in the form of stock, officers warrants, options or employees and (e) purchases other rights where the dividend stock or stock issuable upon exercise of Common Stock required such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to the termination of any such Extension Deferral Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Deferral Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date of the principal of such Securities. Upon termination of any Extension Deferral 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 Deferral Period, subject to the requirements hereofabove requirements. No interest shall be due and payable during an Extension Deferral Period, except at the end thereof. The Company shall give the Holders of Trustee, the Securities of such series Property Trustee and the Trustee each Paying Agent notice of its election to begin or continue extend any such Extension Deferral Period at least one ten Business Day Days prior to the next succeeding Interest Payment Date or, with respect to on the Securities of a series issued to an NVP Trust, prior to the earlier of (i) the date the Distributions on the Preferred Securities of such NVP Trust would have been payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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 dateseries. The Trustee shall promptly give notice of the Company's ’s election to begin or extend any such Extension Deferral Period to the Holders of the outstanding Outstanding Securities of such series, unless otherwise specified with respect to such series in accordance with Section 3.1.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment interest to the Securities of such series or make any guarantee payments including the Company's obligations associated with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Outstanding Capital Securities of such series (other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCompany 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 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) redemptions as a result of an exchange or purchases conversion of any rights 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 Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the futurerights pursuant thereto, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases any dividend in the form of Common Stock required 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 prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to the that termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Date 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 requirements hereofabove conditions. 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 and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the any Securities of a series issued to an NVP Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (ii) the date on which the Administrative Trustees Property Trustee of such NVP Issuer Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding 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 301 2.2 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 3.1 (each, an "Extension PeriodEXTENSION 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 (including any Additional Interest) on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)Date. At the end of any such Extension 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 series, to the extent permitted by applicable law); PROVIDED, providedHOWEVER, howeverthat no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and PROVIDED FURTHER, HOWEVER that during any such Extension Period, the Company Corporation shall not, and shall cause all Subsidiaries 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 CompanyCorporation's capital stock, or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Corporation that ranks rank PARI PASSU in all respects with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment interest to the Securities of such series (other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCorporation or satisfaction of obligations under any contract or security, in connection with any employment contract, stock option plans, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, or in connection with a dividend reinvestment or stockholder stock purchase plan, (b) redemptions as a result of an exchange or purchases conversion of any rights class or series of the Corporation's capital stock (or any capital stock of a Subsidiary of the Corporation) for any class or series of the Corporation's capital stock or of any class or series of the Corporation's debt for any class or series of the Corporation's capital stock, (c) the purchase of fractional interests in shares of the Corporation's capital stock pursuant to the Company's Stock Purchase conversion or exchange provisions of such capital stock or the security being converted or exchanged or any agreements relating thereto, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the futurerights pursuant thereto, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases any dividend in the form of Common Stock required 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 prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to Upon the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date of such Securities. Upon termination of any Extension Period and upon the payment of all accrued and unpaid interest and (including any Additional Interest Interest) then due on any Interest Payment Date, the Company Corporation may elect to begin a new Extension Period, subject to the requirements hereofabove conditions. No interest (including any 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 Property Trustee of the Securities of such series and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the any Securities of a series issued to an NVP Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (ii) the date on which the Administrative Trustees Property Trustee of such NVP Issuer Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred Capital Securities of the record date or the date such Distributions are payable, but in any event not less than one Business Day prior . The Property Trustee will give notice of the Corporation's election to such record datebegin a new Extension Period to the holders of the Capital Securities. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 3.01 with respect to the Securities of a particular series, provided that no Event of Default has occurred and is continuing 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 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), provided, however, that during no Extension Period may extend beyond the Stated Maturity of these Securities. During any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 (which includes common and preferred stock), or (ii) make any payment of principal ofprincipal, or interest interest, or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including Other Debentures) that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock common stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power the applicable Company Guarantee, (d) purchases or acquisitions of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any shares of the Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans for its directorsplan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to these Securities, officers or employees and (e) purchases as a result of Common Stock required a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, or (f) the purchase of fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereof. 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 Trustee and the Property Trustee notice of its election to begin or continue any such Extension Period (or an extension thereof) at least one three Business Day Days prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP a Southern Financial Capital Trust, prior to the earlier of (i) the date the Distributions on the Preferred Trust Securities of such NVP Southern Financial Capital Trust would have been payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of or such NVP Southern Financial Capital Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the outstanding Securities of such seriesPeriod.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Southern Financial Capital Trust I)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 3.1, but not less than 20 consecutive quarters (each, an "Extension “Deferral Period"”), during which Extension Deferral Periods the Company shall if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. The Company shall exercise such right to defer the payment of the interest on such Securities at its option or when directed to do so by the Federal Reserve. No Extension Deferral Period shall end on a date other than an Interest Payment Date (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)Date. At the end of any such Extension Deferral 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), ; provided, however, that no Deferral Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; provided, further, that, unless otherwise specified as contemplated by Section 3.4, that during any such Extension Deferral Period, the Company shall not, and shall cause all Subsidiaries not permit any Subsidiary to, (i) declare or pay any dividends or distributions onon any shares of the Company’s capital stock, or redeem, purchase, acquire or make a liquidation payment with respect to, any shares of the Company's capital ’s preferred stock, or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari passu in all respects with or junior in right of payment interest to the Securities of such series (except for partial payments of interest with respect to such series of Securities) or (iii) make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU 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 right of payment interest to the Securities securities of such series (other than (a) dividends any repurchase, redemption or distributions in Common Stock other acquisition of shares of the Company’s capital stock in connection with (1) any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors, consultants or independent contractors, (2) the satisfaction of the Company’s obligations pursuant to any contract entered into in the ordinary course prior to the beginning of the Deferral Period, (3) a dividend reinvestment or stockholder purchase plan, or (4) 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 Deferral Period; (b) redemptions any exchange, redemption or purchases conversion of any rights class or series of the Company’s capital stock, or the capital stock of one of its subsidiaries, for any other class or series of the Company’s capital stock, or any class or series of the Company’s indebtedness for any class or series of its capital stock; (c) any purchase of fractional interests in shares of the Company’s capital stock pursuant to the Company's Stock Purchase Rights Plan, conversion or exchange provisions of such capital stock or the securities being converted or exchanged; (d) any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such in connection with any rights plan, or the issuance of Preferred Stock rights, stock or other property under such plans in any rights plan, or the future, redemption or repurchase of rights pursuant thereto; (ce) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to ▇▇▇▇▇ Bancorp Guarantee executed for the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any benefit of the Company's benefit plans for its directorsholders of the Trust Preferred Securities; or (f) any dividend in the form of stock, officers warrants, options or employees and (e) purchases other rights where the dividend stock or stock issuable upon exercise of Common Stock required such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks equally with or junior to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to the termination of any such Extension Deferral Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Deferral Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date of the principal of such Securities. Upon termination of any Extension Deferral 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 Deferral Period, subject to the requirements hereofabove requirements. No interest shall be due and payable during an Extension Deferral Period, except at the end thereof. The Company shall give the Holders of Trustee, the Securities of such series Property Trustee and the Trustee each Paying Agent notice of its election to begin or continue extend any such Extension Deferral Period at least one ten Business Day Days prior to the next succeeding Interest Payment Date or, with respect to on the Securities of a series issued to an NVP Trust, prior to the earlier of (i) the date the Distributions on the Preferred Securities of such NVP Trust would have been payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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 dateseries. The Trustee shall promptly give notice of the Company's ’s election to begin or extend any such Extension Deferral Period to the Holders of the outstanding Outstanding Securities of such series, unless otherwise specified with respect to such series in accordance with Section 3.1.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Evans Capital Trust III)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 with respect to the Securities of a particular series, 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, 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 301 (each, an "Extension PeriodEXTENSION PERIOD"), ) during which Extension Periods periods the Company shall have the right to not make payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (, and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period). At at the end of any such Extension 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), providedPROVIDED, howeverHOWEVER, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any debt securities (including guarantees of indebtedness for money borrowed) of the Company that ranks rank PARI PASSU with or junior in right of payment to the Securities Debentures (other than (i) any dividend, redemption, liquidation, interest, principal or guarantee payment by the Company where the payment is made by way of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks securities (including capital stock) that rank PARI PASSU with or junior in right of payment to the Securities of securities on which such series (other than (a) dividends dividend, redemption, interest, principal or distributions in Common Stock of the Companyguarantee payment is being made, (bii) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, a stockholder rights agreement and the declaration of a dividend of such rights or the issuance of Preferred Stock preferred stock under such plans stockholder rights agreement in the future, (ciii) payments under any Nevada Power the Guarantee, (div) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees employees, (v) as a result of a reclassification of the Company's capital stock or the exchange or conversion of one series or class of the Company's capital stock for another series or class of the Company's capital stock and (evi) purchases the purchase of Common Stock required fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, 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 Date 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 Datedue, the Company may elect to begin select a new Extension Period, subject to the requirements hereofabove 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 Trustee Administrative Trustees written notice of its election to begin or continue any selection of 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 an NVP Trust, prior to the earlier of (i) the record date for the date the Distributions distributions on the Preferred Securities of such NVP 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 or continue such Extension Period, or Period and (ii) the date the Administrative Trustees of such NVP Trust Property Trustee (or, if no Preferred Securities are outstanding, the Trustee) is required to give notice to any securities exchange, the Nasdaq National Market NYSE or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. Such notice shall specify the period selected. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the outstanding Securities of such seriesDebentures and Preferred Securities.
Appears in 1 contract
Sources: Junior Convertible Subordinated Indenture (Dayton Superior Capital Trust)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)Date. At the end of any such Extension 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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however that during any such Extension Period, the Company Corporation and the Guarantor shall not, and shall cause all Subsidiaries 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 CompanyCorporation's capital stock, or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Corporation that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Corporation or the Guarantor of the debt securities of any Subsidiary of the Corporation or the Guarantor if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCorporation 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 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) redemptions as a result of an exchange or purchases conversion of any rights class or series of the Corporation's or the Guarantor's capital stock (or any capital stock of a Subsidiary of the Corporation or the Guarantor) for any class or series of the Corporation's or the Guarantor's capital stock, respectively, or of any class or series of the Corporation's or the Guarantor's indebtedness for any class or series of the Corporation's or the Guarantor's capital stock, respectively, (c) the purchase of fractional interests in shares of the Corporation's or the Guarantor's capital stock pursuant to the Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance redemption or repurchase of Preferred Stock under such plans in the futurerights pursuant thereto, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases any dividend in the form of Common Stock required 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 prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to the termination of any such Extension Period, the Company Corporation may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or Securities, extend beyond the Stated Maturity Date 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 requirements hereofabove conditions. 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 and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the any Securities of a series issued to an NVP Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (ii) the date on which the Administrative Trustees Property Trustee of such NVP Issuer Trust are is required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. (1) If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment interest to the Securities of such series (other than (aA) dividends repurchases, redemptions or distributions other acquisitions of shares of capital stock of the Company in Common Stock 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 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 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, (bC) redemptions or purchases the purchase of any rights fractional interests in shares of the Company's capital stock pursuant to the Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and or the declaration redemption or repurchase of a rights pursuant thereto, or (E) 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 the issuance of Preferred Stock under ranks pari passu with or junior to such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesstock). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Date 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 requirements hereofabove conditions. 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 and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the any Securities of a series issued to an NVP 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 (ia) the next succeeding date on which Distributions (as defined in the Trust Agreement) on the Capital Securities of the Issuer Trust would be payable but for such deferral, and (b) the date on which the Distributions on Property Trustee of the Preferred Securities of such NVP Issuer Trust would have been payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. .
(2) The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (BSB Capital Trust I)
Deferrals of Interest Payment Dates. If specified So long as contemplated by Section 301 with respect to the Securities no Event of a particular seriesDefault 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, 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 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)Date. At the end of any such Extension 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 _____%, to the extent permitted by applicable law), ) to the Persons in whose names the 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 extend beyond the Stated Maturity of the principal of the Debentures; and provided, further, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, or interest on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series Debentures or (iii) make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in right of payment interest to the Securities of such series Debentures (other than (a) dividends or distributions in Common Stock of the Company's capital stock, (b) redemptions or purchases any declaration of any rights pursuant to a dividend in connection with the Company's Stock Purchase implementation of a Rights Plan, or the redemption or repurchase of any successor rights distributed pursuant to such Stock Purchase a Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guarantee, the Guarantee with respect to such Debenture and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases employees, related to the issuance of Common Stock required or rights under a dividend reinvestment and stock purchase plan or related to prevent the loss issuance of Common Stock (or secure securities convertible or exchangeable for Common Stock) as consideration in an acquisition transaction that was entered into prior to the renewal or reinstatement commencement of any government license or franchise held by the Company or any of its Subsidiariessuch Extension Period). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date 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 requirements hereof. 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 and the Trustee notice of its election to begin or continue 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 an NVP Trust, prior to the earlier of (i) the date the Distributions on the Preferred Securities of such NVP Trust would have been payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Securities of such series.,
Appears in 1 contract
Sources: Indenture (Txi Capital Trust I)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 2.01 or Section 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 Date (and interest payment date or extend beyond the Stated Maturity or any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)earlier prepayment 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 or other interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law), provided, however, that during . During any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank on a parity with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such Aon Guarantee or other guarantee by the Company of the debt securities of any Subsidiary of the Company that by its terms ranks PARI PASSU on a parity with or junior in right of payment to the Securities of such series (other than (a) dividends or distributions in Common Stock of the Company, Stock; (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such rights or a Rights Plan, the issuance of Preferred any Capital Stock of any class or series of preferred stock of the Company under such plans in any Rights Plan or the future, redemption or repurchase of any rights distributed pursuant to a Rights Plan; (c) payments under any Nevada Power Guarantee, Aon Guarantee relating to the 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 the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers officers, employees, consultants or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesadvisors). Prior to Before the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove 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 a series at the time the Company elects to begin or extend an Extension Period, the Company shall give written notice to such series Property Trustee and the Trustee notice of its election to begin or continue extend any such Extension Period at least one five Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, Days prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred corresponding Capital Securities of issued by such NVP Aon Trust would have been payable except but for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP Aon Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Securities of such series.
Appears in 1 contract
Sources: Indenture
Deferrals of Interest Payment Dates. If specified (a) So long as contemplated by Section 301 with respect to the Securities no Event of a particular seriesDefault 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu with or junior in right of payment 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 or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities or any of such series the Preferred Securities (other than (aA) dividends repurchases, redemptions or distributions other acquisitions of shares of capital stock of the Company in Common Stock 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 shareholder stock purchase plan or in connection with the issuance of 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 Extenstion Period, (B) 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, (bC) redemptions or purchases the purchase of any rights fractional interests in shares of the Company's capital stock pursuant to the Company's Stock Purchase 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 successor to such Stock Purchase Rights Plan, and or the declaration redemption or repurchase of a rights pursuant thereto, or (E) 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 the issuance of Preferred Stock under ranks pari passu with or junior to such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesstock). Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed twenty (20) consecutive quarterly periods, extend beyond the period or periods specified in Stated Maturity of the principal of such Securities or extend beyond the Maturity Date of such Securitiesend 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 requirements hereofabove conditions. 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 and the Trustee notice of its election to begin or continue 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 the any Securities of a series issued to an NVP 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 (ix) the next succeeding date on which Distributions (as defined in the Distributions Trust Agreement) on the Preferred Securities of such NVP the Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (iiy) the date on which the Administrative Trustees Property Trustee of such NVP the Issuer Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. .
(b) The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Securities of such seriesOutstanding Securities.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Allegiant Bancorp Inc)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 3.01 with respect to the Securities of a particular series, on or after the Rate Reset Date provided that no Event of Default has occurred and is continuing 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 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 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), providedPROVIDED, howeverHOWEVER, that during no Extension Period may extend beyond the Stated Maturity of these Securities. During an Extension Period, interest will continue to accrue and Holders of the Securities 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 cause all Subsidiaries 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 (which includes common and preferred stock), or (ii) make any payment of principal of58 58 principal, or interest interest, or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company (including Other Debentures) that ranks rank PARI PASSU with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks PARI PASSU with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock common stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power the applicable National City Capital Guarantee, (d) purchases or acquisitions of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any shares of the Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans for its directorsplan or other contractual obligation of the Company (other than a contractual obligation ranking PARI PASSU with or junior to these Securities, officers or employees and (e) purchases as a result of Common Stock required a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, or (f) the purchase of fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; 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 Date 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 requirements hereof. 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 Trustee and the Property Trustee notice of its election to begin or continue any such Extension Period (or an extension thereof) at least one three Business Day Days prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP a National City Capital Trust, prior to the earlier of (i) the date the Distributions on the Preferred Trust Securities of such NVP National City Capital Trust would have been payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP National City Capital Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the outstanding Securities of such seriesPeriod.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 3.1 with respect to the Securities of a particular series, provided that no Event of Default has occurred and is continuing 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 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), provided, however, that during no Extension Period may extend beyond the Maturity of these Securities. During an Extension Period, interest will continue to accrue and holders of the Securities 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 cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company 24 31 (including Other Debt) that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company (including Other Guarantees) if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series (other than (a) dividends or distributions in Common Stock common stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such a stockholders' rights plan, or the issuance of Preferred Stock stock under any such plans plan in the future, or the redemption or repurchase of any such rights pursuant thereto, (c) payments under any Nevada Power Guaranteethe Guarantee Agreement, (d) purchases or acquisitions of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any shares of the Company's Common Stock in connection with the satisfaction by the Company of its obligations under any employee benefit plans for its directorsplan or other contractual obligation of the Company (other than a contractual obligation ranking pari passu with or junior to these Securities, officers or employees and (e) purchases as a result of Common Stock required a reclassification of the Company's capital stock or the exchange or conversion of one class or series of the Company's capital stock for another class or series of the Company's capital stock, or (f) the purchase of fractional interests in shares of the Company's capital stock pursuant to prevent the loss conversion or secure exchange provisions of such capital stock or the renewal security being converted or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesexchanged). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date 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 requirements hereofabove 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 and the Trustee and the Property Trustee notice of its election to begin or continue any such Extension Period (or an extension thereof) at least one five Business Day Days prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP a Republic New York Trust, prior to the earlier of (i) the date the Distributions on the Preferred Trust Securities of such NVP Republic New York Trust would have been payable except for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP Republic New York Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer automated quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice There is no limitation on the number of times that the Company's election Company may elect to begin any such an Extension Period to the Holders of the outstanding Securities of such seriesPeriod.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Republic New York Capital Iv)
Deferrals of Interest Payment Dates. If specified So long as contemplated by Section 301 with respect to the Securities no Event of a particular seriesDefault has occurred and is continuing, the Company Success Bancshares shall have the right, at any time during the term of such seriesthe Securities, from time to time, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (each, each an "EXTENSION PERIOD") not to exceed 20 consecutive quarterly periods with respect to each Extension Period"), during which Extension Periods the Company Success Bancshares 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)Date. At the end of any such Extension Period the Company Period, Success Bancshares 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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities; and provided further, however, that, during any such Extension Period, the Company Success Bancshares shall not, and shall cause all Subsidiaries 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 Success Bancshares' capital stockstock (other than (a) paying dividends or distributions in common stock of Success Bancshares, (b) redeeming rights or taking certain other actions under a shareholders' rights plan, (c) reclassifying any class of Success Bancshares' capital stock into another class of capital stock and (d) purchasing Success Bancshares' common stock related to rights under any of Success Bancshares' benefit plans for its Directors, officers or employees), (ii) make any payment of principal ofprincipal, or interest or premium, if any, on on, or repay, repurchase or redeem, or make any sinking fund payment with respect to, any indebtedness debt securities of Success Bancshares that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities (except for payments under the Guarantee) or (iii) redeem, purchase or acquire less than all of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities of such series (other than (a) dividends or distributions in Common Stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries)Preferred Securities. Prior to the termination of any such Extension Period, the Company Success Bancshares may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Event of Default has occurred and is continuing and provided further, that no Extension Period shall exceed the period or twenty (20) consecutive quarterly periods specified in such Securities or extend beyond the Stated Maturity Date 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 Success Bancshares may elect to begin a new Extension Period, subject to the requirements hereofabove conditions. 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 Success Bancshares shall give the Holders of the Securities of such series and the Trustee notice of its election to begin or continue 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 the any Securities of a series issued to an NVP TrustSuccess Capital, so long as any such Securities are held by Success Capital, at least one Business Day prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of Success Capital would be payable but for such NVP Trust would have been payable except for the election to begin or continue such Extension Perioddeferral, or and (ii) the date on which the Administrative Trustees Property Trustee of such NVP Trust are Success Capital is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Success Bancshares Inc)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 with respect to the Securities of a particular series, the Company shall have the right, at any time during the term of such series, from time to time, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), provided, however, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities of such series foregoing (other than (a) dividends or distributions in Common Stock of the Company, (b) redemptions or purchases of any rights pursuant to the Company's Preferred Stock Purchase Rights Plan, or any successor to such Preferred Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date 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 requirements hereofabove 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 and the Trustee notice of its election to begin or continue 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 an NVP Trust, prior to the earlier of (iI) the date the Distributions on the Preferred Securities of such NVP Trust would have been are payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period 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 301 with respect to the Securities of a particular series, the Company shall have the right, at any time during the term of such series, from time to time, 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 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 (, and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period). At at the end of any such Extension 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), provided, however, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities of such series foregoing (other than (a) dividends or distributions in Common Stock common stock of the Company, Company (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, and (c) payments under any Nevada Power Chubb Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, no provided that 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 Maturity Date 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 requirements hereofabove 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 and the Trustee notice of its election to begin or continue any selection of 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 an NVP a Chubb Trust, prior to the earlier of (i) the date the Distributions on the Preferred Securities of such NVP Chubb Trust would have been are payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Chubb Trust are required to give notice to any securities exchange, the Nasdaq National Market New York Stock Exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period 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 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 (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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further, however, that, during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment interest to the Securities of such series (other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCompany 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 shareholder stock purchase plan or in connection with the issuance of 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) redemptions as a result of an exchange or purchases conversion of any rights pursuant to class or series of the Company's Stock Purchase Rights Plan, capital stock (or any successor to such Stock Purchase Rights Plan, and the declaration capital stock of a dividend Subsidiary of such rights the Company) for any class or series of the issuance Company's capital stock or of Preferred Stock under such plans in any class or series of the futureCompany's indebtedness for any class or series of the Company's capital stock, (c) payments under any Nevada Power Guarantee, (d) purchases the purchase of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any fractional interests in shares of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Maturity Date 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 requirements hereof. 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 and the Trustee notice of its election to begin or continue 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 an NVP Trust, prior to the earlier of (i) the date the Distributions on the Preferred Securities of such NVP Trust would have been payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Securities of such series.capital stock pursuant to
Appears in 1 contract
Sources: Junior Subordinated Indenture (Triangle Capital Trust)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank pari passu in all respects with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness guarantee by the Company of the debt securities of any Subsidiary of the Company if such guarantee ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the CompanyStock, (b) redemptions any declaration of a dividend in connection with the implementation of a Rights Plan, or purchases the issuance of any Common Stock of any class or series of preferred stock of the Company under any Rights Plan in the future or the redemption or repurchase of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the futurethereto, (c) payments under any Nevada Power BankAmerica Guarantee, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesemployees). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove 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 and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP a BankAmerica Trust, so long as such Securities are held by such BankAmerica Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP BankAmerica Trust would have been be payable except but for the election to begin or continue such Extension Period, deferral or (ii) the date the Administrative Trustees of such NVP BankAmerica Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. For purposes hereof, neither the Company's Senior Debt nor its Senior Subordinated Debt shall be deemed to be pari passu with the Securities. The Trustee Trustee, at the expense of the Company, shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding 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 301 2.01 or Section 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 Date (and interest payment date or extend beyond the Stated Maturity or any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)earlier prepayment 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 or other interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law), provided, however, that during . During any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 ’s Capital Stock (which includes Common Stock and preferred stock, ) or (ii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Company that ranks PARI PASSU rank on a parity with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such Aon Guarantee or other guarantee by the Company of the debt securities of any Subsidiary of the Company that by its terms ranks PARI PASSU on a parity with or junior in right of payment to the Securities of such series (other than (a) dividends or distributions in Common Stock of the Company, Stock; (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such rights or a Rights Plan, the issuance of Preferred any Capital Stock of any class or series of preferred stock of the Company under such plans in any Rights Plan or the future, redemption or repurchase of any rights distributed pursuant to a Rights Plan; (c) payments under any Nevada Power Guarantee, Aon Guarantee relating to the 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 the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's ’s benefit plans for its directors, officers officers, employees, consultants or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesadvisors). Prior to Before the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrarysuch Extension Period; provided, however, that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove 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 a series at the time the Company elects to begin or extend an Extension Period, the Company shall give written notice to such series Property Trustee and the Trustee notice of its election to begin or continue extend any such Extension Period at least one five Business Day prior to the Interest Payment Date or, with respect to the Securities of a series issued to an NVP Trust, Days prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred corresponding Capital Securities of issued by such NVP Aon Trust would have been payable except but for the election to begin or continue extend such Extension Period, Period or (ii) the date the Administrative Trustees of such NVP Aon Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The 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 of the Company's ’s election to begin any such or extend an Extension Period to the Holders holders of the outstanding Preferred Securities of such seriesAon Trust.
Appears in 1 contract
Sources: Indenture (Aon Corp)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 with respect to the Securities of a particular series, the Company shall have the right, at any time during the term of such series, from time to time, 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 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 (, and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period). At at the end of any such Extension 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), provided, however, that during any such Extension Period, the Company shall not, and shall cause all Subsidiaries 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 ofprincipal, or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities that ranks PARI PASSU rank pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment to the Securities of such series foregoing (other than (a) dividends or distributions in Common Stock common stock of the Company, Company (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, and (c) payments under any Nevada Power Hartford Guarantee, (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees and (e) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, no provided that 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 Maturity Date 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 requirements hereofabove 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 and the Trustee notice of its election to begin or continue any selection of 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 an NVP a Hartford Trust, prior to the earlier of (i) the date the Distributions on the Preferred Securities of such NVP Hartford Trust would have been are payable except for the election to begin or continue such Extension Period, or (ii) the date the Administrative Trustees of such NVP Hartford Trust are required to give notice to any securities exchange, the Nasdaq National Market New York Stock Exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any selection of such Extension Period to the Holders of the outstanding Securities of such series.
Appears in 1 contract
Sources: Junior Subordinated Indenture (Hartford Capital Iv /De/)
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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), ; provided, however, that no Extension Period shall 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 cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the CompanyStock, (b) redemptions or purchases of any rights pursuant to the Company's Stock Purchase Rights Plan, or any successor to such Stock Purchase Rights Plan, and the declaration of a dividend in connection with the implementation of such rights or a Rights Plan, the issuance of Preferred any Common Stock of any class or series of preferred stock of the Company under such plans in any Rights Plan or the futurerepurchase of any rights distributed pursuant to a Rights Plan, (c) payments under any Nevada Power Mellon Guarantee, and (d) purchases of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees 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 (eor securities convertible into or exchangeable for common stock) purchases of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariesas consideration in an acquisition transaction). Prior to the termination of any such Extension Period, the Company may further extend the interest payment period. Notwithstanding anything herein to the contrary, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove 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 and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP a Mellon Trust, so long as such Securities are held by such Mellon Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP Mellon Trust would have been be payable except but for the election to begin or continue such Extension Period, deferral or (ii) the date the Administrative Trustees of such NVP Mellon Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
Appears in 1 contract
Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 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 (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)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 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 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 cause all Subsidiaries 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, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt security of the Company that ranks PARI PASSU pari passu with or junior in right of payment interest to the Securities of such series or (iii) make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU by the Company of the debt securities of any Subsidiary of the Company that by their terms rank pari passu with or junior in right of payment interest to the Securities securities of such series (other than (a) dividends or distributions in Common Stock of the Company's capital stock, (b) redemptions or purchases any declaration of any rights pursuant to a dividend in connection with the Company's Stock Purchase implementation of a Rights Plan, or the repurchase of any successor rights distributed pursuant to such Stock Purchase a Rights Plan, and the declaration of a dividend of such rights or the issuance of Preferred Stock under such plans in the future, (c) payments under any Nevada Power Guaranteethe Guarantee with respect to such Security, and (d) purchases of Common Stock related to the issuance of Common Stock or rights under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directors, officers or employees 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 (eor securities convertible or exchangeable for common stock) purchases as consideration in an acquisition transaction that was entered into prior to the commencement of Common Stock required to prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiaries)such Extension Period. Prior to the termination of any such Extension Period, the Company may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof interest, provided that no Extension Period shall exceed the period or periods specified in such Securities or extend beyond the Stated Maturity Date 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 requirements hereofabove requirements. No interest shall be due and payable during an Extension Period, except at the end thereof. The 39 32 Company shall give the Holders of the Securities of such series and the Trustee written notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the Securities of a series issued to an NVP a Trust, so long as such Securities are held by such Trust, prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Securities of such NVP Trust would have been be payable except but for the election to begin or continue such Extension Period, deferral or (ii) the date the Administrative Trustees of such NVP Trust are required to give notice to any securities exchange, the Nasdaq National Market exchange or other applicable interdealer quotation system or self-regulatory organization or to holders of such 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. The Trustee shall promptly give notice notice, in the name and at the expense of the Company, of the Company's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
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Deferrals of Interest Payment Dates. If specified as contemplated by Section 301 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 seriesSecurities, from time to time, time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 301 3.1 (each, an "Extension PeriodEXTENSION 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 (including any Additional Interest) on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date (and any interest so deferred shall be payable to the Holders on the Regular Record Date prior to the Interest Payment Date which ends the Extension Period)Date. At the end of any such Extension Period the Company Corporation shall pay all interest then accrued and unpaid on the such Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series series, to the extent permitted by applicable law); PROVIDED, providedHOWEVER, howeverthat no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and PROVIDED FURTHER, HOWEVER that during any such Extension Period, the Company Corporation shall not, and shall cause all Subsidiaries 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 CompanyCorporation's capital stockstock or patrons' equity, (ii) redeem any patronage refund allocations or (iiiii) make any payment of principal of, of or interest or premium, if any, on or repay, repurchase or redeem, or make redeem any sinking fund payment with respect to, any indebtedness debt securities of the Corporation that ranks rank PARI PASSU in all respects with or junior in right of payment to the Securities of such series or make any guarantee payments with respect to any indebtedness if such guarantee ranks PARI PASSU with or junior in right of payment interest to the Securities of such series (other than (a) dividends repurchases, redemptions or distributions in Common Stock other acquisitions of shares of capital stock of the CompanyCorporation held by a member, upon the death or dissolution of such member or otherwise because such member has ceased to be eligible for membership in the Corporation, if the Board of Directors approves such repurchase or redemption pursuant to a policy of assuring that the Corporation operates as a cooperative in compliance with Subchapter T of the Internal Revenue Code, (b) redemptions as a result of an exchange or purchases conversion of any rights pursuant to class or series of the CompanyCorporation's Stock Purchase Rights Plancapital stock (or any capital stock of an affiliate of the Corporation) for any class or series of the Corporation's capital stock or of any class or series of the Corporation's indebtedness for any class or series of the Corporation's capital stock, (c) the declaration of, or any successor payment or setting aside for payment of, patronage refunds, provided that not more than 40% of such aggregate patronage refunds for any fiscal year shall be in cash, with the remainder to such Stock Purchase Rights Planbe paid in the form of common stock or patronage refund allocations, and the (d) any declaration of a dividend of such in connection with any shareholders' rights plan, or the issuance of Preferred Stock under such plans in the futurerights, (c) payments stock or other property under any Nevada Power Guaranteeshareholders' rights plan, (d) purchases or the redemption or repurchase of Common Stock related to the issuance of Common Stock under the Company's Stock Purchase and Dividend Reinvestment Plan and any of the Company's benefit plans for its directorsrights pursuant thereto, officers or employees and (e) purchases any dividend in the form of Common Stock required 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 prevent the loss or secure the renewal or reinstatement of any government license or franchise held by the Company or any of its Subsidiariessuch stock). Prior to the termination of any such Extension Period, the Company Corporation may further extend defer the interest payment period. Notwithstanding anything herein to the contraryof 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 Date 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 (including any Additional Interest Interest) then due on any Interest Payment Date, the Company Corporation may elect to begin a new Extension Period, subject to the requirements hereofabove conditions. No interest (including any 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 and the Trustee notice of its election to begin or continue any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to the any Securities of a series issued to an NVP Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date the on which Distributions on the Preferred Capital Securities of such NVP Issuer Trust would have been be payable except but for the election to begin or continue such Extension Perioddeferral, or and (ii) the date on which the Administrative Trustees Property Trustee of such NVP Issuer Trust are is required to give notice to any securities exchange, the Nasdaq National Market or other applicable interdealer quotation system or self-regulatory organization or to holders of such Preferred 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. The Trustee shall promptly give notice of the CompanyCorporation's election to begin any such Extension Period to the Holders of the outstanding Outstanding Securities of such series.
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Sources: Junior Subordinated Indenture (Southern States Capital Trust I)